This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document.  The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.  With respect to Term B Lenders that have Term B Commitments, if Prior Spin-Off occurs, such Term B Lenders may become party to this Agreement by delivering an executed Term B Loan Joinder which shall serve as a counterpart to this Agreement as of the Term Loan Closing Date, and such counterpart shall constitute one and the same instrument with the other signature pages hereto with effect from and after the delivery of the signature pages to such Term B Loan Joinder.