The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make Incremental Term Loans by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, (ii) the applicable Increased Facility Closing Date, (iii) the applicable interest for such Incremental Term Loans, (iv) the identity of the Lenders (including potential New Lenders) providing such Incremental Term Loans and (v) the maturity date for such Incremental Term Loans, which may not be earlier than the Maturity Date; provided , that, unless consented to by the Administrative Agent in its sole discretion, neither the total yield nor any individual component of total yield (calculated for both the Incremental Term Loans and the existing Loans, including the upfront fees, any interest rate floors, Yield Maintenance Amount and Call Protection Amount) shall exceed the total yield (or applicable individual component of total yield) for the existing Loans. In addition, (A) the aggregate principal amount of borrowings of Incremental Term Loans (inclusive of Incremental Term Loans then being borrowed) shall not exceed the Incremental Amount at such time, (B) without the consent of the Administrative Agent, (1) each increase effected pursuant to this Section 2.05(a) shall be in a minimum amount of at least $10,000,000 and in an amount that is an integral multiple of $10,000,000 and (2) no more than five (5) Increased Facility Closing Dates may be selected by the Borrower after the Effective Date, (C) unless consented to by the Administrative Agent in its sole discretion, such Incremental Term Loans shall not have (1) a shorter weighted average life to maturity than the Initial Term Loans, (2) provide for any voluntary, or require any mandatory, prepayments other than those set forth in this Agreement and on a pro rata basis or (3) have any covenants or other terms and conditions that are more restrictive to the Credit Parties than the covenants, terms and conditions contained in this Agreement, (D) the Incremental Term Loans shall rank pari passu or junior in right of payment and security with the outstanding Loans, and (E) to the extent that any Incremental Term Loan is secured by a Lien junior to the Liens securing the Secured Obligations, such liens shall be subject to the Second Lien Intercreditor Agreement or another customary intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and negotiated in good faith by the Administrative Agent. No Lender shall have any obligation to participate in any increase described in this Section 2.05(a) unless it agrees to do so in its sole discretion. Notwithstanding the foregoing, no Defaulting Lender may provide any Incremental Term Loan.