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Goldman Sachs Group Inc, et al. – ‘SC 13G/A’ on 2/14/14 re: Cobalt International Energy, Inc.

On:  Friday, 2/14/14, at 1:56pm ET   ·   Accession #:  769993-14-283   ·   File #:  5-85265

Previous ‘SC 13G’:  ‘SC 13G/A’ on 2/13/14   ·   Next:  ‘SC 13G’ on 2/14/14   ·   Latest:  ‘SC 13G/A’ on 4/9/24

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/14  Goldman Sachs Group Inc           SC 13G/A               1:161K Cobalt International Energy, Inc. Goldman Sachs & Co
          Goldman, Sachs & Co.
          Goldman, Sachs Management GP GmbH
          GS Advisors V, L.L.C.
          GS Advisors VI, L.L.C.
          Gs Capital Partners V Fund, L.P.
          GS Capital Partners V GmbH & Co. KG
          GS Capital Partners V Institutional, L.P.
          GS Capital Partners V Offshore Fund, L.P.
          Gs Capital Partners VI Fund, L.P.
          GS Capital Partners VI GmbH & Co. KG
          GS Capital Partners VI Offshore Fund, L.P.
          GS Capital Partners VI Parallel, L.P.
          GSCP V Advisors, L.L.C.
          GSCP V Cobalt Holdings, L.L.C.
          GSCP V GmbH Cobalt Holdings
          GSCP V GmbH Cobalt Holdings, L.L.C.
          GSCP V GmbH Cobalt Holdings, L.P.
          GSCP V Offshore Advisors, L.L.C.
          GSCP V Offshore Cobalt Holdings, L.L.C.
          Gscp V Offshore Cobalt Holdings, L.P.
          GSCP VI Advisors, L.L.C.
          GSCP VI Cobalt Holdings, L.L.C.
          GSCP VI GmbH Cobalt Holdings
          GSCP VI GmbH Cobalt Holdings, L.L.C.
          GSCP VI GmbH Cobalt Holdings, L.P.
          GSCP VI Offshore Advisors, L.L.C.
          GSCP VI Offshore Cobalt Holdings, L.L.C.
          Gscp VI Offshore Cobalt Holdings, L.P.

Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership        65    277K

Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
31Item 1(a). Name of Issuer: COBALT INTERNATIONAL ENERGY, INC
"Item 2(a). Name of Persons Filing:
"Item 2(b). Address of Principal Business Office or, if none, Residence:
"Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value
"Item 2(e). CUSIP Number: 19075F106
"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:
32Item 4. Ownership.*
"Item 5. Ownership of Five Percent or Less of a Class
"Item 6. Ownership of More than Five Percent on Behalf of Another Person
"Item 8. Identification and Classification of Members of the Group
"Item 9. Notice of Dissolution of Group. See Exhibit (99.3)
"Item 10. Certification
36Item 7. Information 
SC 13G/A1st Page of 65TOC↑TopPreviousNext↓BottomJust 1st
 

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
 Under the Securities Exchange Act of 1934
(Amendment No. 4)*

COBALT INTERNATIONAL ENERGY, INC. 
------------------------------------------------------------------------------- 
(Name of Issuer)

Common Stock, $0.01 par value   
------------------------------------------------------------------------------- 
(Title of Class of Securities)

 19075F106
--------------------------------------------
(CUSIP Number)

   December 31, 2013
------------------------------------------------------------------------------- 
 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 
is filed:                                                                       

[_] Rule 13d-1(b)                                                               

[_] Rule 13d-1(c)                                                               

[X] Rule 13d-1(d)                                                               

*The  remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities,    
and for any  subsequent  amendment  containing  information which  would  alter 
the disclosures provided in a prior cover page.                                 

The  information  required in the  remainder  of this  cover page shall  not be 
deemed to be "filed" for the purpose of Section 18 of the  Securities  Exchange 
Act of 1934 ("Act") or otherwise  subject to the liabilities of that section of 
the Act but  shall be  subject  to all other  provisions  of the Act  (however, 
see the Notes).                                                                 

Page 1 of 65              


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-----------------------                                                         
CUSIP No. 19075F106                   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                 0                                           

    Shares        ----------------------------------------------------------
6.   Shared Voting Power              
Beneficially                                                              
34,826,204        
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
34,826,204        

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

34,826,204                                                

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

8.5 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

HC-CO                                                     

------------------------------------------------------------------------------  

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-----------------------                                                         
CUSIP No. 19075F106                   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                                                              
34,826,204        
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
34,826,204        

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

34,826,204                                                

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

8.5 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

BD-PN-IA                                                  

------------------------------------------------------------------------------  

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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GSCP V COBALT HOLDINGS, 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                                                              
11,368,617        
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
11,368,617        

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

11,368,617                                                

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

2.8 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

OO                                                        

------------------------------------------------------------------------------  

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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GSCP VI COBALT HOLDINGS, 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                                                              
6,177,942         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
6,177,942         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

6,177,942                                                 

------------------------------------------------------------------------------  
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                                                        

------------------------------------------------------------------------------  

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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GSCP V OFFSHORE COBALT HOLDINGS, 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                                                              
5,872,552         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
5,872,552         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

5,872,552                                                 

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

1.4 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

OO                                                        

------------------------------------------------------------------------------  

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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GSCP VI OFFSHORE COBALT HOLDINGS, 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                                                              
5,138,596         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
5,138,596         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

5,138,596                                                 

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

1.2 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

OO                                                        

------------------------------------------------------------------------------  

Page 7 of 65    


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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GSCP V GMBH COBALT HOLDINGS, 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                                                              
450,727           
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
450,727           

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

450,727                                                   

------------------------------------------------------------------------------  
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 8 of 65    


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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GSCP VI GMBH COBALT HOLDINGS, 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                                                              
219,564           
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
219,564           

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

219,564                                                   

------------------------------------------------------------------------------  
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 9 of 65    


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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GSCP V OFFSHORE COBALT 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                                                              
5,872,552         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
5,872,552         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

5,872,552                                                 

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

1.4 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

PN                                                        

------------------------------------------------------------------------------  

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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GSCP V GMBH COBALT 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                                                              
450,727           
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
450,727           

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

450,727                                                   

------------------------------------------------------------------------------  
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                                                        

------------------------------------------------------------------------------  

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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GSCP VI GMBH COBALT 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                                                              
219,564           
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
219,564           

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

219,564                                                   

------------------------------------------------------------------------------  
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                                                        

------------------------------------------------------------------------------  

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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GSCP V GMBH COBALT HOLDINGS                                 

------------------------------------------------------------------------------  
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                                                              
450,727           
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
450,727           

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

450,727                                                   

------------------------------------------------------------------------------  
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                                                        

------------------------------------------------------------------------------  

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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GSCP VI GMBH COBALT HOLDINGS                                

------------------------------------------------------------------------------  
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                                                              
219,564           
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
219,564           

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

219,564                                                   

------------------------------------------------------------------------------  
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                                                        

------------------------------------------------------------------------------  

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-----------------------                                                         
CUSIP No. 19075F106                   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                                                              
11,368,617        
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
11,368,617        

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

11,368,617                                                

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

2.8 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

PN                                                        

------------------------------------------------------------------------------  

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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GS CAPITAL PARTNERS VI 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                                                              
6,177,942         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
6,177,942         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

6,177,942                                                 

------------------------------------------------------------------------------  
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 16 of 65   


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-----------------------                                                         
CUSIP No. 19075F106                   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                                                              
5,872,552         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
5,872,552         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

5,872,552                                                 

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

1.4 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

PN                                                        

------------------------------------------------------------------------------  

Page 17 of 65   


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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GS CAPITAL PARTNERS VI 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                                                              
5,138,596         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
5,138,596         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

5,138,596                                                 

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

1.2 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

PN                                                        

------------------------------------------------------------------------------  

Page 18 of 65   


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-----------------------                                                         
CUSIP No. 19075F106                   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                                                              
3,898,453         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
3,898,453         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

3,898,453                                                 

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

0.9 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

PN                                                        

------------------------------------------------------------------------------  

Page 19 of 65   


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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GS CAPITAL PARTNERS VI PARALLEL, 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                                                              
1,698,829         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
1,698,829         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

1,698,829                                                 

------------------------------------------------------------------------------  
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 20 of 65   


SC 13G/A21st Page of 65TOC1stPreviousNext↓BottomJust 21st

-----------------------                                                         
CUSIP No. 19075F106                   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                                                              
450,727           
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
450,727           

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

450,727                                                   

------------------------------------------------------------------------------  
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 21 of 65   


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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GS CAPITAL PARTNERS VI 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                                                              
219,564           
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
219,564           

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

219,564                                                   

------------------------------------------------------------------------------  
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 22 of 65   


SC 13G/A23rd Page of 65TOC1stPreviousNext↓BottomJust 23rd

-----------------------                                                         
CUSIP No. 19075F106                   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                                                              
11,368,617        
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
11,368,617        

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

11,368,617                                                

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

2.8 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

OO                                                        

------------------------------------------------------------------------------  

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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GSCP VI 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                                                              
6,177,942         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
6,177,942         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

6,177,942                                                 

------------------------------------------------------------------------------  
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 24 of 65   


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-----------------------                                                         
CUSIP No. 19075F106                   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                                                              
5,872,552         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
5,872,552         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

5,872,552                                                 

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

1.4 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

OO                                                        

------------------------------------------------------------------------------  

Page 25 of 65   


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-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GSCP VI 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                                                              
5,138,596         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
5,138,596         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

5,138,596                                                 

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

1.2 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

OO                                                        

------------------------------------------------------------------------------  

Page 26 of 65   


SC 13G/A27th Page of 65TOC1stPreviousNext↓BottomJust 27th

-----------------------                                                         
CUSIP No. 19075F106                   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                                                              
3,898,453         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
3,898,453         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

3,898,453                                                 

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

0.9 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

OO                                                        

------------------------------------------------------------------------------  

Page 27 of 65   


SC 13G/A28th Page of 65TOC1stPreviousNext↓BottomJust 28th

-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GS ADVISORS VI, 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                                                              
1,698,829         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
1,698,829         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

1,698,829                                                 

------------------------------------------------------------------------------  
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                                                  

OO                                                        

------------------------------------------------------------------------------  

Page 28 of 65   


SC 13G/A29th Page of 65TOC1stPreviousNext↓BottomJust 29th

-----------------------                                                         
CUSIP No. 19075F106                   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                                                              
670,291           
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
670,291           

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

670,291                                                   

------------------------------------------------------------------------------  
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 29 of 65   


SC 13G/A30th Page of 65TOC1stPreviousNext↓BottomJust 30th

-----------------------                                                         
CUSIP No. 19075F106                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

GSCP VI OFFSHORE COBALT 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                                                              
5,138,596         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
5,138,596         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

5,138,596                                                 

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

1.2 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

PN                                                        

------------------------------------------------------------------------------  

Page 30 of 65   


SC 13G/A31st Page of 65TOC1stPreviousNext↓BottomJust 31st

Item 1(a).         Name of Issuer:                                              
COBALT INTERNATIONAL ENERGY, INC.         

Item 1(b).         Address of Issuer's Principal Executive Offices:             
Cobalt Center                             
920 Memorial City Way, Suite 100          
Houston, TX 77024                         

Item 2(a).         Name of Persons Filing:                                      

THE GOLDMAN SACHS GROUP, INC.             
GOLDMAN, SACHS & CO.                      
GSCP V COBALT HOLDINGS, L.L.C.            
GSCP VI COBALT HOLDINGS, L.L.C.           
GSCP V OFFSHORE COBALT HOLDINGS, L.L.C.   
GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C.  
GSCP V GMBH COBALT HOLDINGS, L.L.C.       
GSCP VI GMBH COBALT HOLDINGS, L.L.C.      
GSCP V OFFSHORE COBALT HOLDINGS, L.P.     
GSCP V GMBH COBALT HOLDINGS, L.P.         
GSCP VI GMBH COBALT HOLDINGS, L.P.        
GSCP V GMBH COBALT HOLDINGS               
GSCP VI GMBH COBALT HOLDINGS              
GS CAPITAL PARTNERS V FUND, L.P.          
GS CAPITAL PARTNERS VI FUND, L.P.         
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. 
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. 
GS CAPITAL PARTNERS VI PARALLEL, L.P.     
GS CAPITAL PARTNERS V GMBH & CO. KG       
GS CAPITAL PARTNERS VI GMBH & CO. KG      
GSCP V Advisors, L.L.C.                   
GSCP VI ADVISORS, L.L.C.                  
GSCP V OFFSHORE ADVISORS,  L.L.C.         
GSCP VI OFFSHORE ADVISORS, L.L.C.         
GS ADVISORS V, L.L.C.                     
GS ADVISORS VI, L.L.C.                    
GOLDMAN, SACHS MANAGEMENT GP GMBH         
GSCP VI OFFSHORE COBALT HOLDINGS, L.P.    

Item 2(b).         Address of Principal Business Office or, if none, Residence: 

                  THE GOLDMAN SACHS GROUP, INC., GOLDMAN,  SACHS & CO., GSCP V
                  COBALT HOLDINGS,  L.L.C.,  GSCP VI COBALT HOLDINGS,  L.L.C.,
                  GSCP V OFFSHORE COBALT  HOLDINGS,  L.L.C.,  GSCP VI OFFSHORE
                  COBALT  HOLDINGS,  L.L.C.  ,GSCP  V  GMBH  COBALT  HOLDINGS,
                  L.L.C.,  GSCP  VI  GMBH  COBALT  HOLDINGS,  L.L.C.,  GSCP  V
                  OFFSHORE  COBALT  HOLDINGS,  L.P.,  GSCP VI OFFSHORE  COBALT
                  HOLDINGS,  L.P., GSCP V GMBH COBALT HOLDINGS,  L.P., GSCP VI
                  GMBH COBALT  HOLDINGS,  L.P.,  GSCP V GMBH COBALT  HOLDINGS,
                  GSCP VI GMBH COBALT  HOLDINGS,  GS CAPITAL  PARTNERS V FUND,
                  L.P., GS CAPITAL PARTNERS VI FUND, L.P., GS CAPITAL PARTNERS
                  V OFFSHORE FUND, L.P., GS CAPITAL PARTNERS VI OFFSHORE FUND,
                  L.P., GS CAPITAL PARTNERS V INSTITUTIONAL,  L.P., GS Capital
                  Partners VI PARALLEL, L.P, GSCP V ADVISORS,  L.L.C., GSCP VI
                  ADVISORS,  L.L.C., GSCP V OFFSHORE ADVISORS, L.L.C., GSCP VI
                  OFFSHORE  ADVISORS,   L.L.C.,  GS  ADVISORS  V,  L.L.C.,  GS
                ADVISORS VI, L.L.C., GS CAPITAL PARTNERS VI GMBH & CO. KG,
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           
GSCP V COBALT HOLDINGS, L.L.C. - Delaware 
GSCP VI COBALT HOLDINGS, L.L.C. - Delaware
        GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. - Delaware
         GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. - Delaware
    GSCP V GMBH COBALT HOLDINGS, L.L.C. - Delaware
     GSCP VI GMBH COBALT HOLDINGS, L.L.C. - Delaware
      GSCP V OFFSHORE COBALT HOLDINGS, L.P. - Delaware
  GSCP V GMBH COBALT HOLDINGS, L.P. - Delaware
   GSCP VI GMBH COBALT HOLDINGS, L.P. - Delaware
  GSCP V GMBH COBALT HOLDINGS - Cayman Islands
   GSCP VI GMBH COBALT HOLDINGS - Cayman Islands
 GS CAPITAL PARTNERS V FUND, L.P. - Delaware
  GS CAPITAL PARTNERS VI FUND, L.P. - Delaware
                GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. - Cayman Islands
                 GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. - Cayman Islands
          GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. - Delaware
      GS CAPITAL PARTNERS VI PARALLEL, L.P. - Delaware
   GS CAPITAL PARTNERS V GMBH & CO. KG - Germany
    GS CAPITAL PARTNERS VI GMBH & CO. KG - Germany
GSCP V Advisors, L.L.C. - Delaware        
GSCP VI ADVISORS, L.L.C. - Delaware       
  GSCP V OFFSHORE ADVISORS,  L.L.C. - Delaware
  GSCP VI OFFSHORE ADVISORS, L.L.C. - Delaware
GS ADVISORS V, L.L.C. - Delaware          
GS ADVISORS VI, L.L.C. - Delaware         
 GOLDMAN, SACHS MANAGEMENT GP GMBH - Germany
       GSCP VI OFFSHORE COBALT HOLDINGS, L.P. - Delaware

Item 2(d).         Title of Class of Securities:                                
Common Stock, $0.01 par value             

Item 2(e).         CUSIP Number:                                                
19075F106                                 

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 31 of 65     


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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.   
Not Applicable        

Item 9.            Notice of Dissolution of Group.                              
See Exhibit (99.3)    

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 32 of 65     


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 SIGNATURE

After reasonable inquiry and to the best of my knowledge
and belief,  I certify that the information set forth in
this statement is true, complete and correct.           

Date:  February 12, 2014                                                        

THE GOLDMAN SACHS GROUP, INC.                         

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GOLDMAN, SACHS & CO.                                  

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V COBALT HOLDINGS, L.L.C.                        

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI COBALT HOLDINGS, L.L.C.                       

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V OFFSHORE COBALT HOLDINGS, L.L.C.               

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C.              

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V GMBH COBALT HOLDINGS, L.L.C.                   

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI GMBH COBALT HOLDINGS, L.L.C.                  

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V OFFSHORE COBALT HOLDINGS, L.P.                 

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V GMBH COBALT HOLDINGS, L.P.                     

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI GMBH COBALT HOLDINGS, L.P.                    

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V GMBH COBALT HOLDINGS                           

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI GMBH COBALT HOLDINGS                          

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS V FUND, L.P.                      

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS VI FUND, L.P.                     

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.             

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.            

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.             

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS VI PARALLEL, L.P.                 

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS V GMBH & CO. KG                   

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS VI GMBH & CO. KG                  

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V Advisors, L.L.C.                               

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI ADVISORS, L.L.C.                              

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V OFFSHORE ADVISORS,  L.L.C.                     

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI OFFSHORE ADVISORS, L.L.C.                     

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS ADVISORS V, L.L.C.                                 

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS ADVISORS VI, L.L.C.                                

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GOLDMAN, SACHS MANAGEMENT GP GMBH                     

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI OFFSHORE COBALT HOLDINGS, L.P.                

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

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 INDEX TO EXHIBITS

Exhibit No.             Exhibit                                                 
-----------             -------                                                 
99.1          Joint Filing Agreement                                        
99.2          Item 7 Information                                            
99.3          Item 9 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                                
GSCP V COBALT HOLDINGS, L.L.C.                  
99.7          Power of Attorney, relating to                                
GSCP VI COBALT HOLDINGS, L.L.C.                 
99.8          Power of Attorney, relating to                                
GSCP V OFFSHORE COBALT HOLDINGS, L.L.C.         
99.9          Power of Attorney, relating to                                
GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C.        
99.10         Power of Attorney, relating to                                
GSCP V GMBH COBALT HOLDINGS, L.L.C.             
99.11         Power of Attorney, relating to                                
GSCP VI GMBH COBALT HOLDINGS, L.L.C.            
99.12         Power of Attorney, relating to                                
GSCP V OFFSHORE COBALT HOLDINGS, L.P.           
99.13         Power of Attorney, relating to                                
GSCP V GMBH COBALT HOLDINGS, L.P.               
99.14         Power of Attorney, relating to                                
GSCP VI GMBH COBALT HOLDINGS, L.P.              
99.15         Power of Attorney, relating to                                
GSCP V GMBH COBALT HOLDINGS                     
99.16         Power of Attorney, relating to                                
GSCP VI GMBH COBALT HOLDINGS                    
99.17         Power of Attorney, relating to                                
GS CAPITAL PARTNERS V FUND, L.P.                
99.18         Power of Attorney, relating to                                
GS CAPITAL PARTNERS VI FUND, L.P.               
99.19         Power of Attorney, relating to                                
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.       
99.20         Power of Attorney, relating to                                
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.      
99.21         Power of Attorney, relating to                                
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.       
99.22         Power of Attorney, relating to                                
GS CAPITAL PARTNERS VI PARALLEL, L.P.           
99.23         Power of Attorney, relating to                                
GS CAPITAL PARTNERS V GMBH & CO. KG             
99.24         Power of Attorney, relating to                                
GS CAPITAL PARTNERS VI GMBH & CO. KG            
99.25         Power of Attorney, relating to                                
GSCP V Advisors, L.L.C.                         
99.26         Power of Attorney, relating to                                
GSCP VI ADVISORS, L.L.C.                        
99.27         Power of Attorney, relating to                                
GSCP V OFFSHORE ADVISORS,  L.L.C.               
99.28         Power of Attorney, relating to                                
GSCP VI OFFSHORE ADVISORS, L.L.C.               
99.29         Power of Attorney, relating to                                
GS ADVISORS V, L.L.C.                           
99.30         Power of Attorney, relating to                                
GS ADVISORS VI, L.L.C.                          
99.31         Power of Attorney, relating to                                
GOLDMAN, SACHS MANAGEMENT GP GMBH               
99.32         Power of Attorney, relating to                                
GSCP VI OFFSHORE COBALT HOLDINGS, L.P.          

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                                                                  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, $0.01 par value, of COBALT INTERNATIONAL ENERGY, INC.             
and further agree to the filing of this agreement  as an Exhibit thereto.       
In addition, each party to this Agreement expressly authorizes each other party 
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.                                                                

Date:  February 12, 2014                                                        

THE GOLDMAN SACHS GROUP, INC.                         

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GOLDMAN, SACHS & CO.                                  

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V COBALT HOLDINGS, L.L.C.                        

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI COBALT HOLDINGS, L.L.C.                       

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V OFFSHORE COBALT HOLDINGS, L.L.C.               

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C.              

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V GMBH COBALT HOLDINGS, L.L.C.                   

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI GMBH COBALT HOLDINGS, L.L.C.                  

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V OFFSHORE COBALT HOLDINGS, L.P.                 

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V GMBH COBALT HOLDINGS, L.P.                     

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI GMBH COBALT HOLDINGS, L.P.                    

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V GMBH COBALT HOLDINGS                           

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI GMBH COBALT HOLDINGS                          

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS V FUND, L.P.                      

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS VI FUND, L.P.                     

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.             

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.            

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.             

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS VI PARALLEL, L.P.                 

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS V GMBH & CO. KG                   

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS CAPITAL PARTNERS VI GMBH & CO. KG                  

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V Advisors, L.L.C.                               

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI ADVISORS, L.L.C.                              

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP V OFFSHORE ADVISORS,  L.L.C.                     

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI OFFSHORE ADVISORS, L.L.C.                     

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS ADVISORS V, L.L.C.                                 

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GS ADVISORS VI, L.L.C.                                

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GOLDMAN, SACHS MANAGEMENT GP GMBH                     

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

GSCP VI OFFSHORE COBALT HOLDINGS, L.P.                

By:/s/  Priya  Iyer                                   
----------------------------------------            
Name:   Priya  Iyer                                   
Title:  Attorney-in-fact                              

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                                                                  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 GSCP V COBALT HOLDINGS, L.L.C., GSCP V
OFFSHORE COBALT HOLDINGS,  L.L.C., GSCP V GMBH COBALT HOLDINGS,  L.L.C., GSCP VI
COBALT HOLDINGS,  L.L.C., GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C., GSCP VI GMBH
COBALT HOLDINGS,  L.L.C.,  GS CAPITAL PARTNERS V  INSTITUTIONAL,  L.P.  and GS  
CAPITAL PARTNERS VI PARALLEL, 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 direct and indirect wholly-owned  subsidiary of GS Group. Goldman Sachs is the
investment manager of certain of the GS Investing Entities.                     

                                                                  EXHIBIT (99.3)

  ITEM 9 INFORMATION

On February 21, 2013, each of GSCP V COBALT HOLDINGS, L.L.C., GSCP V OFFSHORE   
COBALT HOLDINGS, L.L.C., GSCP V GMBH COBALT HOLDINGS, L.L.C., GSCP VI COBALT    
HOLDINGS, L.L.C., GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C., GSCP VI GMBH COBALT 
HOLDINGS, L.L.C., GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. and GS CAPITAL      
PARTNERS VI PARALLEL, L.P. (collectively, the "GS Investing Entities") entered  
into an Amended and Restated Stockholders Agreement (the "Amended and Restated  
Stockholders Agreement") with COBALT INTERNATIONAL ENERGY, INC. (the "Company"),
funds affiliated with First Reserve Corporation, funds affiliated with          
Riverstone Holdings L.L.C. and The Carlyle Group and funds associated with KERN 
Partners Ltd. (the "Other Stockholders"), which amended and restated the        
Stockholders Agreement, dated as of December 15, 2009.  The Amended and         
Restated Stockholders Agreement eliminated certain rights and obligations of    
the GS Investing Entities and the Other Stockholders related to the shares of   
common stock (the "Common Stock") of the Company and the board of directors of  
the Company.                                                                    

As of the effectiveness of the Amended and Restated Stockholders Agreement on   
February 21, 2013, the GS Investing Entities and the Other Stockholders ceased  
to have the right to nominate directors and no longer were required to vote     
their shares of Common Stock in favor of each other's director nominees. The    
share ownership reported for the GS Investing Entities, The Goldman Sachs       
Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs") does not    
include any shares of Common Stock owned by the Other Stockholders or their     
related entities.  Each of the GS Investing Entities, GS Group and Goldman      
Sachs disclaims beneficial ownership of any shares of Common Stock owned by the 
other parties to the Amended and Restated Stockholders Agreement and any        
related agreement, except to the extent disclosed in this Schedule 13G.  This   
Schedule 13G shall not be deemed to be an admission that any of the GS          
Investing Entities, GS Group and/or Goldman Sachs is a member of a "group" with 
the other parties to the Amended and Restated Stockholders Agreement and any    
related agreement with respect to beneficial ownership of any securities        
reported herein or any shares of Common Stock owned by the Other Stockholders   
or related entities for any purpose.                                            

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                                                                  EXHIBIT (99.4)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the      
"Company") does hereby make, constitute and appoint each of Dan Deluca, Jeremy  
Kahn and Brian Bae (and any other employee of The Goldman Sachs Group, Inc. or  
one of its affiliates designated in writing by one of the attorneys-in-fact),   
acting individually, its true and lawful attorney, to execute and deliver in    
its name and on its behalf whether the Company is acting individually or as     
representative of others, any and all filings required to be made by the        
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),     
with respect to securities which may be deemed to be beneficially owned by the  
Company under the Act, giving and granting unto each said attorney-in-fact      
power and authority to act in the premises as fully and to all intents and      
purposes as the Company might or could do if personally present by one of its   
authorized signatories, hereby ratifying and confirming all that said attorney- 
in-fact shall lawfully do or cause to be done by virtue hereof.                 

THIS POWER OF ATTORNEY shall remain in full force and effect until either       
revoked in writing by the undersigned or until such time as the person or       
persons to whom power of attorney has been hereby granted cease(s) to be an     
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company 
has the unrestricted right to unilaterally revoke this Power of Attorney.       

This Power of Attorney shall be governed by, and construed in accordance with,  
the laws of the State of New York, without regard to rules of conflicts of law. 

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of    
November 27, 2012.                                                              

THE GOLDMAN SACHS GROUP, INC.                                                   

By: /s/ Gregory K. Palm                                                         
____________________________                                                    
Name:   Gregory K. Palm                                                         
Title:  Executive Vice President and                                            
General Counsel                                         

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  THE GOLDMAN SACHS GROUP, INC. (the "Company") , pursuant   
to  that Power of  Attorney  dated November 27, 2012 (the "POA"), does  hereby  
designate Priya Iyer,  employee of the Company, as additional attorney-in-fact, 
with  the  same authority  to act  as provided to the undersigned and the other 
attorneys-in-fact named in the POA.                                             

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

THE GOLDMAN SACHS GROUP, INC.                                                   

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                                  EXHIBIT (99.5)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")    
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn and    
Brian Bae  (and any other employee of The Goldman Sachs Group, Inc. or one of   
its affiliates designated in writing by one of the attorneys-in-fact), acting   
individually, its true and lawful attorney, to execute and deliver in its name  
and on its behalf whether the Company is acting individually or as              
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under 
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company  
might or could do if personally present by one of its authorized signatories,   
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.                                           

THIS POWER OF ATTORNEY shall remain in full force and effect until either       
revoked in writing by the undersigned or until such time as the person or       
persons to whom power of attorney has been hereby granted cease(s) to be an     
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company 
has the unrestricted right to unilaterally revoke this Power of Attorney.       

This Power of Attorney shall be governed by, and construed in accordance with,  
the laws of the State of New York, without regard to rules of conflicts of law. 

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of    
November 27, 2012.                                                              

GOLDMAN, SACHS & CO.                                                            

By: /s/ Gregory K. Palm                                                         
____________________________                                                    
Name:   Gregory K. Palm                                                         
Title:  Managing Director                                                       

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GOLDMAN, SACHS & CO  (the "Company") , pursuant  to        
that Power of  Attorney  dated November 27, 2012 (the "POA"), does  hereby      
designate Priya Iyer,  an employee of the Company, as an additional             
attorney-in-fact, with  the  same authority  to act  as provided to the         
undersigned and the other attorneys-in-fact named in the POA.                   

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GOLDMAN, SACHS & CO                                                             

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                              EXHIBIT (99.6)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP V COBALT HOLDINGS, 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 COBALT HOLDINGS, L.L.C.                                                  
By: GS CAPITAL PARTNERS V FUND, L.P., its sole member                           
By: GSCP V ADVISORS, L.L.C., its general partner                                

By: /s/ Laurie E. Schmidt                                                       
____________________________                                                    
Name:   Laurie E. Schmidt                                                       
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of GSCP V COBALT HOLDINGS, L.L.C. (the "Company") , pursuant   
to  that Power of  Attorney  dated September 24, 2010 (the "POA"), does  hereby 
designate Priya Iyer and Brian Bae,  employees of the Company, as additional    
attorneys-in-fact, with  the  same authority  to act  as provided to the        
undersigned and the other attorneys-in-fact named in the POA.                   

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP V COBALT HOLDINGS, L.L.C.                                                  

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                              EXHIBIT (99.7)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI COBALT HOLDINGS, 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 VI COBALT HOLDINGS, L.L.C.                                                 
By: GS CAPITAL PARTNERS VI FUND, L.P., its sole member                          
By: GSCP VI ADVISORS, L.L.C., its general partner                               

By: /s/ Laurie E. Schmidt                                                       
____________________________                                                    
Name:   Laurie E. Schmidt                                                       
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GSCP VI COBALT HOLDINGS, L.L.C. (the "Company") , pursuant 
to  that Power of  Attorney  dated September 24, 2010 (the "POA"), does  hereby 
designate Priya Iyer and Brian Bae,  employees of the Company, as additional    
attorneys-in-fact, with  the  same authority  to act  as provided to the        
undersigned and the other attorneys-in-fact named in the POA.                   

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP VI COBALT HOLDINGS, L.L.C.                                                 

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                              EXHIBIT (99.8)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP V OFFSHORE COBALT HOLDINGS, 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 COBALT HOLDINGS, L.L.C.                                         
By: GSCP V OFFSHORE COBALT HOLDINGS, L.P., its sole member                      
By: GS CAPITAL PARTNERS V OFFSHORE FUND, L.P., its general partner              
By: GSCP V OFFSHORE ADVISORS, L.L.C., its general partner                       

By: /s/ Laurie E. Schmidt                                                       
____________________________                                                    
Name:   Laurie E. Schmidt                                                       
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. (the "Company") ,  
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),    
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company, as 
additional attorneys-in-fact, with  the  same authority  to act  as provided to 
the undersigned and the other attorneys-in-fact named in the POA.               

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP V OFFSHORE COBALT HOLDINGS, L.L.C.                                         

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                              EXHIBIT (99.9)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE COBALT HOLDINGS, 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 VI OFFSHORE COBALT HOLDINGS, L.L.C.                                        
By: GSCP VI OFFSHORE COBALT HOLDINGS, L.P., its sole member                     
By: GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., its general partner             
By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner                      

By: /s/ Laurie E. Schmidt                                                       
____________________________                                                    
Name:   Laurie E. Schmidt                                                       

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C.  (the "Company")  
, pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),  
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company, as 
additional attorneys-in-fact, with  the  same authority  to act  as provided    
to the undersigned and the other attorneys-in-fact named in the POA.            

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C.                                        

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.10)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP V GMBH COBALT HOLDINGS, 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 GMBH COBALT HOLDINGS, L.L.C.                                             
By: GSCP V GMBH COBALT HOLDINGS, L.P., its sole member                          
By: GSCP V GMBH COBALT HOLDINGS, its general partner                            

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GSCP V GMBH COBALT HOLDINGS, L.L.C. (the "Company") ,      
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),    
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company, as 
additional attorneys-in-fact, with  the  same authority  to act  as provided to 
the undersigned and the other attorneys-in-fact named in the POA.               

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP V GMBH COBALT HOLDINGS, L.L.C.                                             

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.11)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI GMBH COBALT HOLDINGS, 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 VI GMBH COBALT HOLDINGS, L.L.C.                                            
By: GSCP VI GMBH COBALT HOLDINGS, L.P., its sole member                         
By: GSCP VI GMBH COBALT HOLDINGS, its general partner                           

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GSCP VI GMBH COBALT HOLDINGS, L.L.C. (the "Company") ,     
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),    
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,    
as additional attorneys-in-fact, with  the  same authority  to act  as provided 
to the undersigned and the other attorneys-in-fact named in the POA.            

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP VI GMBH COBALT HOLDINGS, L.L.C.                                            

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.12)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP V OFFSHORE COBALT 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 OFFSHORE COBALT HOLDINGS, L.P.,                                          
By: GS CAPITAL PARTNERS V OFFSHORE FUND, L.P., its general partner              
By: GSCP V OFFSHORE ADVISORS, L.L.C., its general partner                       

By: /s/ Laurie E. Schmidt                                                       
____________________________                                                    
Name:   Laurie E. Schmidt                                                       
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GSCP V OFFSHORE COBALT HOLDINGS, L.P. (the "Company") ,    
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),    
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,    
as additional attorneys-in-fact, with  the  same authority  to act  as provided 
to the undersigned and the other attorneys-in-fact named in the POA.            

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP V OFFSHORE COBALT HOLDINGS, L.P.                                           

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.13)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP V GMBH COBALT 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 GMBH COBALT HOLDINGS, L.P.                                               
By: GSCP V GMBH COBALT HOLDINGS, its general partner                            

By:  /s/ Christine Vollertsen                                                   
____________________________                                                    
Name:    Christine Vollertsen                                                   
Title:   Vice President                                                         

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GSCP V GMBH COBALT HOLDINGS, L.P. (the "Company") ,        
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),    
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company, as 
additional attorneys-in-fact, with  the  same authority  to act  as provided to 
the undersigned and the other attorneys-in-fact named in the POA.               

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP V GMBH COBALT HOLDINGS, L.P.                                               

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.14)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI GMBH COBALT 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 VI GMBH COBALT HOLDINGS, L.P., its sole member                             
By: GSCP VI GMBH COBALT HOLDINGS, its general partner                           

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GSCP VI GMBH COBALT HOLDINGS, L.P. (the "Company") ,       
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),    
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,    
as additional attorneys-in-fact, with  the  same authority  to act  as provided 
to the undersigned and the other attorneys-in-fact named in the POA.            

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP VI GMBH COBALT HOLDINGS, L.P.                                              

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.15)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP V GMBH COBALT HOLDINGS (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 GMBH COBALT HOLDINGS                                                     

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GSCP V GMBH COBALT HOLDINGS (the "Company") , pursuant  to 
that Power of  Attorney  dated September 24, 2010 (the "POA"), does  hereby     
designate Priya Iyer and Brian Bae,  employees of the Company, as additional    
attorneys-in-fact, with  the  same authority  to act  as provided to the        
undersigned and the other attorneys-in-fact named in the POA.                   

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP V GMBH COBALT HOLDINGS                                                     

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.16)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI GMBH COBALT HOLDINGS (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 VI GMBH COBALT HOLDINGS                                                    

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GSCP VI GMBH COBALT HOLDINGS (the "Company") , pursuant    
to  that Power of  Attorney  dated September 24, 2010 (the "POA"), does  hereby 
designate Priya Iyer and Brian Bae,  employees of the Company, as additional    
attorneys-in-fact, with  the  same authority  to act  as provided to the        
undersigned and the other attorneys-in-fact named in the POA.                   

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP VI GMBH COBALT HOLDINGS                                                    

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.17)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V FUND, L.P. (the   
"Company") does hereby make, constitute and appoint each of Ronald L.           
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by 
one of the attorneys-in-fact), acting individually, its true and lawful         
attorney, to execute and deliver in its name and on its behalf whether the      
Company is acting individually or as representative of others, any and all      
filings required to be made by the Company under the Securities Exchange Act of 
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto    
each said attorney-in-fact power and authority to act in the premises as fully  
and to all intents and purposes as the Company might or could do if personally  
present by one of its authorized signatories, hereby ratifying and confirming   
all that said attorney-in-fact shall lawfully do or cause to be done by virtue  
hereof.                                                                         

THIS POWER OF ATTORNEY shall remain in full force and effect until either       
revoked in writing by the undersigned or until such time as the person or       
persons to whom power of attorney has been hereby granted cease(s) to be an     
employee of The Goldman Sachs Group, Inc. or one of its affiliates.             

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of    
August 12, 2010.                                                                

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

By: /s/ Eric Goldstein                                                          
____________________________                                                    
Name:   Eric Goldstein                                                          
Title:  Vice President and Secretary                                            

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GS CAPITAL PARTNERS V FUND, L.P.  (the "Company") ,        
pursuant  to  that Power of  Attorney  dated August 12, 2010 (the "POA"), does  
hereby  designate Priya Iyer and Brian Bae,  employees of the Company, as       
additional attorneys-in-fact, with  the  same authority  to act  as provided  
to the undersigned and the other attorneys-in-fact named in the POA.          

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GS CAPITAL PARTNERS V FUND, L.P.                                                

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.18)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI 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 VI FUND, L.P.                                               
By: GSCP VI ADVISORS, L.L.C., its general partner                               

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GS CAPITAL PARTNERS VI FUND, L.P. (the "Company") ,        
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),    
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,    
as additional attorneys-in-fact, with  the  same authority  to act  as provided 
to the undersigned and the other attorneys-in-fact named in the POA.          

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GS CAPITAL PARTNERS VI FUND, L.P.                                               

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.19)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V OFFSHORE FUND,    
L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L. 
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by 
one of the attorneys-in-fact), acting individually, its true and lawful         
attorney, to execute and deliver in its name and on its behalf whether the      
Company is acting individually or as representative of others, any and all      
filings required to be made by the Company under the Securities Exchange Act of 
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto    
each said attorney-in-fact power and authority to act in the premises as fully  
and to all intents and purposes as the Company might or could do if personally  
present by one of its authorized signatories, hereby ratifying and confirming   
all that said attorney-in-fact shall lawfully do or cause to be done by virtue  
hereof.                                                                         

THIS POWER OF ATTORNEY shall remain in full force and effect until either       
revoked in writing by the undersigned or until such time as the person or       
persons to whom power of attorney has been hereby granted cease(s) to be an     
employee of The Goldman Sachs Group, Inc. or one of its affiliates.             

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of    
September 24, 2010.                                                             

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

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President and Secretary                                            

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.  (the "Company") 
, pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),  
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company, as 
additional attorneys-in-fact, with  the  same authority  to act  as provided to 
the undersigned and the other attorneys-in-fact named in the POA.               

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.                                       

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.20)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI 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 VI OFFSHORE FUND, L.P.                                      
By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner                      

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. (the "Company") 
, pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),  
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,    
as additional attorneys-in-fact, with  the  same authority  to act  as provided 
to the undersigned and the other attorneys-in-fact named in the POA.            

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.                                      

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.21)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V INSTITUTIONAL,    
L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L. 
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by 
one of the attorneys-in-fact), acting individually, its true and lawful         
attorney, to execute and deliver in its name and on its behalf whether the      
Company is acting individually or as representative of others, any and all      
filings required to be made by the Company under the Securities Exchange Act of 
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto    
each said attorney-in-fact power and authority to act in the premises as fully  
and to all intents and purposes as the Company might or could do if personally  
present by one of its authorized signatories, hereby ratifying and confirming   
all that said attorney-in-fact shall lawfully do or cause to be done by virtue  
hereof.                                                                         

THIS POWER OF ATTORNEY shall remain in full force and effect until either       
revoked in writing by the undersigned or until such time as the person or       
persons to whom power of attorney has been hereby granted cease(s) to be an     
employee of The Goldman Sachs Group, Inc. or one of its affiliates.             

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of    
September 24, 2010.                                                             

GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.                                       
By: GS ADVISORS V, L.L.C. its General Partner                                   

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President and Secretary                                            

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.  (the "Company") 
, pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),  
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,    
as additional attorneys-in-fact, with  the  same authority  to act  as provided 
to the undersigned and the other attorneys-in-fact named in the POA.            

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.                                       

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.22)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI PARALLEL, 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 VI PARALLEL, L.P.                                           
By: GS ADVISORS VI, L.L.C., its General Partner                                 

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President and Secretary                                            

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GS CAPITAL PARTNERS VI PARALLEL, L.P. (the "Company") ,    
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),    
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,    
as additional attorneys-in-fact, with  the  same authority  to act  as provided 
to the undersigned and the other attorneys-in-fact named in the POA.            

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GS CAPITAL PARTNERS VI PARALLEL, L.P.                                           

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.23)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V GMBH & CO. KG (the
"Company") does hereby make, constitute and appoint each of Ronald L.           
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by 
one of the attorneys-in-fact), acting individually, its true and lawful         
attorney, to execute and deliver in its name and on its behalf whether the      
Company is acting individually or as representative of others, any and all      
filings required to be made by the Company under the Securities Exchange Act of 
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto    
each said attorney-in-fact power and authority to act in the premises as fully  
and to all intents and purposes as the Company might or could do if personally  
present by one of its authorized signatories, hereby ratifying and confirming   
all that said attorney-in-fact shall lawfully do or cause to be done by virtue  
hereof.                                                                         

THIS POWER OF ATTORNEY shall remain in full force and effect until either       
revoked in writing by the undersigned or until such time as the person or       
persons to whom power of attorney has been hereby granted cease(s) to be an     
employee of The Goldman Sachs Group, Inc. or one of its affiliates.             

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of    
September 24, 2010.                                                             

GS CAPITAL PARTNERS V GMBH & CO. KG                                             
By:  GS ADVISORS V, L.L.C., its General Partner                                 

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President and Secretary                                            

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GS CAPITAL PARTNERS V GMBH & CO. KG  (the "Company") ,     
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),    
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,    
as additional attorneys-in-fact, with  the  same authority  to act  as provided 
to the undersigned and the other attorneys-in-fact named in the POA.            

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GS CAPITAL PARTNERS V GMBH & CO. KG                                             

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

Page 56 of 65     


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                                                               EXHIBIT (99.24)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI 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 VI GMBH & CO. KG                                            
By: GS ADVISORS VI, L.L.C., and its General Partner                             

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President and Secretary                                            

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GS CAPITAL PARTNERS VI GMBH & CO. KG (the "Company") ,     
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),    
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,    
as additional attorneys-in-fact, with  the  same authority  to act  as provided 
to the undersigned and the other attorneys-in-fact named in the POA.          

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GS CAPITAL PARTNERS VI GMBH & CO. KG                                            

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.25)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP V ADVISORS, L.L.C. (the "Company") 
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan     
Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman     
Sachs Group, Inc. or one of its affiliates designated in writing by one of the  
attorneys-in-fact), acting individually, its true and lawful attorney, to       
execute and deliver in its name and on its behalf whether the Company is acting 
individually or as representative of others, any and all filings required to be 
made by the Company under the Securities Exchange Act of 1934, (as amended, the 
"Act"), with respect to securities which may be deemed to be beneficially owned 
by the Company under the Act, giving and granting unto each said attorney-in-   
fact power and authority to act in the premises as fully and to all intents and 
purposes as the Company might or could do if personally present by one of its   
authorized signatories, hereby ratifying and confirming all that said attorney- 
in-fact shall lawfully do or cause to be done by virtue hereof.                 

THIS POWER OF ATTORNEY shall remain in full force and effect until either       
revoked in writing by the undersigned or until such time as the person or       
persons to whom power of attorney has been hereby granted cease(s) to be an     
employee of The Goldman Sachs Group, Inc. or one of its affiliates.             

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of    
September 24, 2010.                                                             

GSCP V Advisors, L.L.C.                                                         

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of GSCP V Advisors, L.L.C. (the "Company") , pursuant  to      
that Power of  Attorney  dated September 24, 2010 (the "POA"), does  hereby     
designate Priya Iyer and Brian Bae,  employees of the Company, as additional    
attorneys-in-fact, with  the  same authority  to act  as provided to the        
undersigned and the other attorneys-in-fact named in the POA.                   

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP V Advisors, L.L.C.                                                         

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

Page 58 of 65     


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                                                               EXHIBIT (99.26)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI 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 VI ADVISORS, L.L.C.                                                        

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GSCP VI ADVISORS, L.L.C. (the "Company") , pursuant  to    
that Power of  Attorney  dated September 24, 2010 (the "POA"), does  hereby     
designate Priya Iyer and Brian Bae,  employees of the Company, as additional    
attorneys-in-fact, with  the  same authority  to act  as provided to the        
undersigned and the other attorneys-in-fact named in the POA.                   

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP VI ADVISORS, L.L.C.                                                        

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.27)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP V OFFSHORE ADVISORS, L.L.C. (the   
"Company") does hereby make, constitute and appoint each of Ronald L.           
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by 
one of the attorneys-in-fact), acting individually, its true and lawful         
attorney, to execute and deliver in its name and on its behalf whether the      
Company is acting individually or as representative of others, any and all      
filings required to be made by the Company under the Securities Exchange Act of 
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto    
each said attorney-in-fact power and authority to act in the premises as fully  
and to all intents and purposes as the Company might or could do if personally  
present by one of its authorized signatories, hereby ratifying and confirming   
all that said attorney-in-fact shall lawfully do or cause to be done by virtue  
hereof.                                                                         

THIS POWER OF ATTORNEY shall remain in full force and effect until either       
revoked in writing by the undersigned or until such time as the person or       
persons to whom power of attorney has been hereby granted cease(s) to be an     
employee of The Goldman Sachs Group, Inc. or one of its affiliates.             

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of    
September 24, 2010.                                                             

GSCP V OFFSHORE ADVISORS,  L.L.C.                                               

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GSCP V OFFSHORE ADVISORS,  L.L.C. (the "Company") ,        
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),    
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,    
as additional attorneys-in-fact, with  the  same authority  to act  as provided 
to the undersigned and the other attorneys-in-fact named in the POA.            

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP V OFFSHORE ADVISORS,  L.L.C.                                               

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

Page 60 of 65     


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                                                               EXHIBIT (99.28)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI 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 VI OFFSHORE ADVISORS, L.L.C.                                               

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GSCP VI OFFSHORE ADVISORS, L.L.C. (the "Company") ,        
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),    
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,    
as additional attorneys-in-fact, with  the  same authority  to act  as provided 
to the undersigned and the other attorneys-in-fact named in the POA.            

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP VI OFFSHORE ADVISORS, L.L.C.                                               

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

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                                                               EXHIBIT (99.29)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS V, L.L.C. (the "Company")   
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan     
Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman     
Sachs Group, Inc. or one of its affiliates designated in writing by one of the  
attorneys-in-fact), acting individually, its true and lawful attorney, to       
execute and deliver in its name and on its behalf whether the Company is acting 
individually or as representative of others, any and all filings required to be 
made by the Company under the Securities Exchange Act of 1934, (as amended, the 
"Act"), with respect to securities which may be deemed to be beneficially owned 
by the Company under the Act, giving and granting unto each said attorney-in-   
fact power and authority to act in the premises as fully and to all intents and 
purposes as the Company might or could do if personally present by one of its   
authorized signatories, hereby ratifying and confirming all that said attorney- 
in-fact shall lawfully do or cause to be done by virtue hereof.                 

THIS POWER OF ATTORNEY shall remain in full force and effect until either       
revoked in writing by the undersigned or until such time as the person or       
persons to whom power of attorney has been hereby granted cease(s) to be an     
employee of The Goldman Sachs Group, Inc. or one of its affiliates.             

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of    
September 24, 2010.                                                             

GS ADVISORS V, L.L.C.                                                           

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GS ADVISORS V, L.L.C.  (the "Company") , pursuant  to      
that Power of  Attorney  dated September 24, 2010 (the "POA"), does  hereby     
designate Priya Iyer and Brian Bae,  employees of the Company, as additional    
attorneys-in-fact, with  the  same authority  to act  as provided to the        
undersigned and the other attorneys-in-fact named in the POA.                   

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GS ADVISORS V, L.L.C.                                                           

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

Page 62 of 65     


SC 13G/A63rd Page of 65TOC1stPreviousNext↓BottomJust 63rd

                                                               EXHIBIT (99.30)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS VI, 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 VI, L.L.C.                                                          

By: /s/ Christine Vollertsen                                                    
____________________________                                                    
Name:   Christine Vollertsen                                                    
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GS ADVISORS VI, L.L.C.  (the "Company") , pursuant  to     
that Power of  Attorney  dated September 24, 2010 (the "POA"), does  hereby     
designate Priya Iyer and Brian Bae,  employees of the Company, as additional    
attorneys-in-fact, with  the  same authority  to act  as provided to the        
undersigned and the other attorneys-in-fact named in the POA.                   

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GS ADVISORS VI, L.L.C.                                                          

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

Page 63 of 65     


SC 13G/A64th Page of 65TOC1stPreviousNext↓BottomJust 64th

                                                               EXHIBIT (99.31)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS MANAGEMENT GP GMBH (the  
"Company") does hereby make, constitute and appoint each of Ronald L.           
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee   
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing 
by one of the attorneys-in-fact), acting individually, its true and lawful      
attorney, to execute and deliver in its name and on its behalf whether the      
Company is acting individually or as representative of others, any and all      
filings required to be made by the Company under the Securities Exchange Act of 
1934, (as amended, the "Act"), with respect to securities which may be deemed   
to be beneficially owned by the Company under the Act, giving and granting unto 
each said attorney-in-fact power and authority to act in the premises as fully  
and to all intents and purposes as the Company might or could do if personally  
present by one of its authorized signatories, hereby ratifying and confirming   
all that said attorney-in-fact shall lawfully do or cause to be done by virtue  
hereof.                                                                         

THIS POWER OF ATTORNEY shall remain in full force and effect until either       
revoked in writing by the undersigned or until such time as the person or       
persons to whom power of attorney has been hereby granted cease(s) to be an     
employee of The Goldman Sachs Group, Inc. or one of its affiliates.             

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of    
September 24, 2010.                                                             

GOLDMAN, SACHS MANAGEMENT GP GMBH                                               

By: /s/ John E. Bowman                                                          
____________________________                                                    
Name:   John E. Bowman                                                          
Title:  Managing Director                                                       

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GOLDMAN, SACHS MANAGEMENT GP GMBH (the "Company") ,        
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),    
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,    
as additional attorneys-in-fact, with  the  same authority  to act  as          
provided to the undersigned and the other attorneys-in-fact named in the POA.   

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GOLDMAN, SACHS MANAGEMENT GP GMBH                                               

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

Page 64 of 65     


SC 13G/ALast Page of 65TOC1stPreviousNext↓BottomJust 65th

                                                               EXHIBIT (99.32)

 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE COBALT 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 VI OFFSHORE COBALT HOLDINGS, L.P.,                                         
By: GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., its general partner             
By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner                      

By: /s/ Laurie E. Schmidt                                                       
____________________________                                                    
Name:   Laurie E. Schmidt                                                       
Title:  Vice President                                                          

DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed           
attorney-in-fact of  GSCP VI OFFSHORE COBALT HOLDINGS, L.P. (the "Company"),    
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),    
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,    
as additional attorneys-in-fact, with  the  same authority  to act  as          
provided to the undersigned and the other attorneys-in-fact named in the POA.   

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall 
not  affect  the continued  power  of  the   undersigned  or  the  other  named 
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby. 
This Designation shall remain  in full  force and effect until either it or the 
POA is revoked in  writing by  the Company, or until  such  time as the  person 
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be 
an employee of the Company or one of its affiliates.                            

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of 
December 1, 2013.                                                               

GSCP VI OFFSHORE COBALT HOLDINGS, L.P.                                          

By:   /s/ Jeremy Kahn                                                           
____________________________                                                    
Name: Jeremy Kahn                                                               
Title: Attorney-In-Fact                                                         

Page 65 of 65

Dates Referenced Herein   and   Documents Incorporated by Reference

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