Common use of Optional Clause in Contracts

Optional. (i) The Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (x) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (y) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment. If such notice is given by the Company, the 66 MSGN – A&R Credit Agreement (2019) Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Subject to the last sentence of this Section 2.05(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit the Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.16, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Subject to Section 7.17(c), the Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xi) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (ziii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.162.13, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. Borrowings that are prepaid may not be reborrowed. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative AgentAgent provided by the Borrower, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (x) provided, that, such notice must be received by the Administrative Agent not later than 11:00 a.m. (Ai) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (Bii) one Business Day prior to any on the date of prepayment of Base Rate Loans; (y) any prepayment provided further that such notice may state that such notice is conditioned upon the effectiveness of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orother credit facilities, in each case, which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if less, the entire principal amount thereof then outstandingsuch condition is not satisfied. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) Type of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the Companygiven, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any voluntary prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each prepayment pursuant to this Section 2.05(a) shall be paid to the Administrative Agent for distribution to the Lenders in accordance with their respective Pro Rata Shares. Each prepayment of the outstanding Loans made pursuant to this Section 2.05(a) shall be applied to against the remaining scheduled installments of principal repayment installments thereof as directed due in respect of the Loans in the manner specified by the Company (and Borrower or, if not so directed, specified on a pro-rata basis), and, subject or prior to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the such optional prepayment, and (B) any such prepayment shall be in a minimum principal amount direct order of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinmaturity.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xi) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (ziii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.162.13, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xi) such notice must be in form acceptable to the Administrative Agent in its reasonable discretion and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 50,000 or a whole multiple of $1,000,000 50,000 in excess thereof; and (ziii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 50,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender's Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.162.17, each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent (i) in the case of prepayment of Base Rate Loans, not later than 11:00 a.m. a.m., New York City time, on the date of prepayment and (Aii) three Business Days prior to any date in the case of prepayment of Eurodollar Rate Loans, not later than 11:00 am, New York City time, three Business Days before the date of prepayment and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (y) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each prepayment of the outstanding Loans pursuant to this Section 2.03(a) shall be paid to the Lenders in accordance with their respective Applicable Percentages. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid, principal repaid together with any additional amounts required pursuant to Section 3.05. Each Notwithstanding the foregoing, each prepayment of the outstanding Loans pursuant to this Section 2.05(a2.03(a) that is made on or prior to the first anniversary of the Closing Date shall be applied accompanied by a premium payable by the Borrower to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to ratable account of the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company may, upon notice equal to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date 1.00% of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinLoans so prepaid.

Optional. (i) The Company Subject to the last sentence of this Section 2.05(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xi) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (ziii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, whether such prepayment is a prepayment of Term Loans or Revolving Credit Loans, and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by thereof, first, to the Company (next four installments coming due, and if not so directedsecond, on a pro-pro rata basis), and, and subject to Section 2.162.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Payment Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans under any Facility in whole or in part without premium or penalty; provided that (xi) such notice must be received by the Administrative Payment Agent not later than 11:00 a.m. 12:00 noon (Aeastern time) three Business Days prior to any on the date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (ziii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are under the respective Facility to be prepaid, the Interest Period(s) of such Loans. The Administrative Payment Agent will promptly notify each Lender the relevant Lenders of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share (if any) of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a2.04(a) shall be applied to the principal repayment installments thereof as directed respective Facilities in the manner indicated by the Company (Borrower and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders under such Facility in accordance with their respective Applicable Percentages in the relevant Facility. (iiPro Rata Shares. Prepayments made pursuant to this Section 2.04(a) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) Term Loans of any such prepayment Term Facility shall be applied in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinaccordance with Section 2.11(j).

Optional. (i) The Company Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Loans, Revolving Credit Loans and/or Delayed Draw Term Loans in whole or in part without premium or penalty; provided that (xi) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (ziii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such LoansLoans and each Facility to which such prepayment shall apply (and if multiple Facilities are specified, the allocation among such Facilities). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrowers, the 66 MSGN – A&R Credit Agreement (2019) Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) No Competitive Loan may be prepaid voluntarily without the prior consent of the applicable Competitive Loan Lender. (iii) The Company Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (Bii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrowers, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penaltypenalty subject to Section 3.06; provided that (xi) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) on the date three Business Days prior to any the date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of such Loans in connection with the prepayment of Base Rate Loans; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment. If such notice is given by the Company, the 66 MSGN – A&R Credit Agreement (2019) Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.06.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xi) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (ziii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Borrower. Subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (iii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (Bii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (subject to the last sentence of this Section 2.05(a)); provided that (xi) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (ziii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepaymentprepayment (and prepayment fee, if any) and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepaymentprepayment (and prepayment fee, if any). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment (and prepayment fee, if any) and the payment amount (and prepayment fee, if any) specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company Borrower. Each prepayment (and prepayment fee, if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment any) shall be paid to the Lenders in accordance with their respective Applicable Percentages Percentages. In the event that, on or prior to the first anniversary of the Closing Date, the Borrower (i) prepays, refinances, substitutes or replaces any Term Loans pursuant to any Repricing Transaction or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction, then the Borrower shall pay to the Lenders (x) in the relevant Facilitycase of clause (i), a fee of 1.0% of the aggregate principal amount of Term Loans so prepaid, refinanced, substituted or replaced and (y) in the case of clause (ii), a fee equal to 1.0% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (Bii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penaltypenalty (except as expressly set forth in Section 2.09(d)); provided that (x1) such notice must be received by the Administrative Agent not later than 11:00 a.m. New York City time (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans or EURIBOR Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (y2) any prepayment of Eurodollar Eurocurrency Rate Loans or EURIBOR Loans shall be in a minimum principal amount of $1,000,000 500,000 (or €500,000, in the case of EURIBOR Loans), or a whole multiple of $1,000,000 100,000 (or €100,000, in the case of EURIBOR Loans) in excess thereof; and (z3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, unless rescinded pursuant to clause (iii) below, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan or a EURIBOR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each In the case of each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to ), the principal repayment installments thereof as directed by Borrower may in its sole discretion select the Company Borrowing or Borrowings (and if not so directedthe order of maturity of principal payments) to be repaid, on a pro-rata basis), and, subject to Section 2.16, each and such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPro Rata Shares or other applicable share provided for under this Agreement. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 1:30 p.m. New York City time on the date of the prepayment, and (B2) any such prepayment shall be in a minimum principal amount of $100,000250,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, unless rescinded, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or Section 2.05(a)(ii) by notice to the Administrative Agent if such prepayment would have resulted from a refinancing of all or any portion of the applicable Class or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity); provided that any voluntary prepayment of any Class of Term Loans pursuant to Section 2.05(a)(v) shall be applied on a ratable basis to reduce the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) (for this purpose, using the par value of the aggregate principal amount of such Term Loans so prepaid). (v) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and 10.07, so long as (x) no Event of Default has occurred and is continuing and (y) no proceeds of Revolving Credit Loans or Swing Line Loans are used for this purpose, any Company Party may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or the Borrower or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) without premium or penalty on the following basis: (A) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v) and without premium or penalty (except as provided in Section 2.09(d)). (B) (1) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. New York City time on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent (or with respect to Swing Line Loans, the Swing Line Lender (with a copy to the Administrative Agent) substantially in the form of Exhibit A-3 hereto or another form reasonably acceptable to the Administrative Agent (or the Swing Line Lender, as applicable), at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Loans, Revolving Credit Loans and Swing Line Loans of any Class or Classes in whole or in part without premium or penaltypenalty (except as expressly set forth in this Section 2.05); provided that (x1) such notice must be received by the Administrative Agent (or the Swing Line Lender, if applicable) not later than 11:00 a.m. 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans and (B) one Business Day prior to any on the date of any prepayment of Base Rate Loans (including Swing Line Loans) (or, for each of clauses (A) or (B), such later date as may be agreed by the Administrative Agent); (y2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000 1,000,000, or a whole multiple of $1,000,000 500,000 in excess thereof; and (z3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 (or $100,000 in the case of Swing Line Loans) or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, unless rescinded pursuant to clause (iii) below, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Loan (other than prepayments of Base Rate Loan Revolving Credit Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.05. Each In the case of each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), andthe Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, subject to Section 2.16, each and such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPro Rata Shares or other applicable share provided for under this Agreement. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Agent, (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate LoansLoans denominated in Dollars, (2) four (4) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (B3) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of (1) $1,000,000 or a whole multiple of $1,000,000 in excess thereof; 500,000 for Eurocurrency Rate Loans and (z2) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof oror for Base Rate Loans, and, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.09(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject in inverse order of maturity. Subject to Section 2.162.13, each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that that, unless otherwise agreed by the Swing Line Lender, (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. (i) The Company Subject to Section 2.05(a)(iv), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) 1:00 p.m. three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any 12:00 p.m. on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.07. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to among the principal repayment installments thereof Facilities in such amounts as directed by the Company (and if not so directedBorrower may direct in its sole discretion, on a pro-rata basis), and, subject to Section 2.16, each provided that any such prepayment of any Class of Term Loans shall be applied against the then remaining scheduled amortization payments under such Class of Term Loans in order of their maturities. Each prepayment in respect of a particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPro Rata Shares. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the date of the prepayment, prepayment and (B) any such prepayment shall be in a minimum principal amount of the lesser of $100,000100,000 and the total principal amount of the Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or Section 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) Notwithstanding anything herein to the contrary, all optional prepayments of the Term B Loans effected on or prior to the first anniversary of the Effective Date with the proceeds of a substantially concurrent issuance or incurrence of new term loans, including new term loans under this Agreement, as amended, amended and restated, supplemented, waived or otherwise modified from time to time, (excluding a refinancing of all the facilities outstanding under this Agreement in connection with another transaction not permitted by this Agreement (as determined prior to giving effect to any amendment or waiver of this Agreement being adopted in connection with such transaction)) shall be accompanied by a prepayment fee equal to 1% of the aggregate principal amount of such prepayments if the Applicable Margin (or similar interest rate spread) applicable to such new term loans is or, upon the satisfaction of certain conditions, could be less than the Applicable Margin applicable to the Term B Loans on the Effective Date.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xi) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (ziii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (in inverse order of maturity, and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and or Revolving Credit Loans in whole or in part part, except as provided in Section 2.05(a)(iii) with respect to Term B Loans, without premium or penalty; provided that (xA) such notice must shall be substantially in the form of Exhibit K or such other form as may be reasonably acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Company and be received by the Administrative Agent not later than 11:00 a.m. a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate LoansLoans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (B3) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (zD) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Facility with respect to which Loans are being prepaid, the principal repayment installments to which such prepayment is to be applied and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the 66 MSGN – A&R Credit Agreement (2019) Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company may direct (and, in the absence of any such direction, ratably to the Term A US Facility and if not so directed, the Term B Facility and on a pro-pro rata basisbasis across the remaining quarterly principal installments thereof), and, subject . Subject to Section 2.162.18, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. Notwithstanding the foregoing, if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a new debt or equity financing that would result in the repayment of all Obligations in connection therewith, the termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked or delayed if such New Financing is not consummated on the date specified in such notice; provided that Section 3.05 shall apply to any such revocation or delay. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six months after the Amendment No. 10 Effective Date, a Repricing Transaction occurs, the Company shall pay to the Administrative Agent (A) in the case of a Repricing Transaction described in clause (a) of the definition thereof, for the ratable account of each of the Term B Lenders a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or repaid and (B) in the case of a Repricing Transaction described in clause (b) of the definition thereof, for the ratable account of each of the Term B Lenders (including any Non-Consenting Lenders under the Term B Facility with respect to the amendment), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.

Optional. (i) The Company Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice to the Administrative AgentAgent by the delivery of a Prepayment Notice substantially in the form of Exhibit J, at any time or from time to time time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xi) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 9:30 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one two (2) Business Day Days prior to any date of prepayment of Base Rate Loans; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 U.S.$5,000,000 or a whole multiple of $1,000,000 U.S.$1,000,000 in excess thereof; and (ziii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 U.S.$500,000 or a whole multiple of $100,000 U.S.$100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's ratable portion of such prepaymentprepayment (based on such Lender's Applicable Percentage). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Each applicable Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (zC) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the Companya Borrower, the 66 MSGN – A&R Credit Agreement (2019) Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.162.17, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company Any applicable Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Companysuch Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (other than as specified in Section 2.05(c)); provided that (x1) except with respect to Excess IPO Proceeds, no such prepayment shall be made in respect of the Second Lien Loans prior to the payment in full in cash of all Obligations in respect of the First Lien Term Loans, (2) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans or Screen Rate Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (y3) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; (4) any prepayment of Canadian Term Loans shall be in a principal amount of CD2,000,000 or a whole multiple of CD500,000 in excess thereof; and (z5) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that the Borrower may rescind or postpone any such notice of prepayment if such prepayment would have resulted from a refinancing of all the Loans and such refinancing shall not be consummated or otherwise shall be delayed. Any prepayment of a Eurodollar Rate Loan or Screen Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding First Lien Term Loans pursuant to this Section 2.05(a) shall be applied ratably among the Dollar Term Facility and Canadian Term Facility, and to the principal repayment installments of the First Lien Term Facility in such order of maturity as the Borrower may direct and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares (it being understood that after such ratable allocation among the Dollar Term Facility and Canadian Term Facility, an amount less than the applicable minimum amounts specified in the first sentence of this Section 2.05(a) may be paid to the applicable Lenders). Each prepayment of the outstanding Second Lien Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof of the Second Lien Facility in such order of maturity as directed by the Company (Borrower may direct and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Second Lien Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPro Rata Shares. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B2) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans Loans, in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (Anoon) (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans or EURIBOR Loans, (2) on the date of prepayment of Base Rate Loans and (B3) one three (3) RFR Business Day Days prior to any date of prepayment of Base Rate RFR Loans; (yB) any prepayment of Eurodollar Rate Loans or EURIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or comparable amounts determined by the Administrative Agent in the case of Euro Loans and Sterling Loans) or, if less, the entire principal amount thereof then outstanding; (C) any prepayment of RFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan, EURIBOR Loan or RFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Euro Loans shall be made in Euros, and each prepayment of principal of, and interest on, Sterling Revolving Credit Loans shall be made in Sterling. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied among the Facilities to such Class(es) in such amounts and, in the principal repayment installments thereof case of the Term Loan Facility, in such order of maturity, as directed the Borrower may direct in its sole discretion. Each prepayment made by the Company (and if not so directed, on Borrower in respect of a pro-rata basis), and, subject to Section 2.16, each such prepayment particular Facility shall be paid to the Administrative Agent for the account of (and to be promptly disbursed to) the Appropriate Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.their

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except as expressly set forth in Section 2.09(d)); provided that (x1) such notice must be received by the Administrative Agent not later than 11:00 a.m. New York City time (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (y2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000 500,000, or a whole multiple of $1,000,000 100,000 in excess thereof; and (z3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, unless rescinded pursuant to clause (iii) below, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each In the case of each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to ), the principal repayment installments thereof as directed by Borrower may in its sole discretion select the Company Borrowing or Borrowings (and if not so directedthe order of maturity of principal payments) to be repaid, on a pro-rata basis), and, subject to Section 2.16, each and such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPro Rata Shares or other applicable share provided for under this Agreement. (ii) The Company may[Reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, upon the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) by notice to the Swing Line Lender Administrative Agent if such prepayment would have resulted from a refinancing of all or any portion of the applicable Class or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed. (with a copy iv) [Reserved]. (v) Notwithstanding anything in any Loan Document to the Administrative Agentcontrary, in addition to the terms set forth in Sections 2.05(a)(i) and 10.07, so long as no Event of Default has occurred and is continuing, any Company Party may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or Parent or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) without premium or penalty on the following basis: (A) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), at any time in each case made in accordance with this Section 2.05(a)(v) and without premium or penalty (except as provided in Section 2.09(d)). (B) (1) Any Company Party may from time to time, voluntarily prepay Swing Line Loans time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in whole the form of a Specified Discount Prepayment Notice (or in part without premium or penaltysuch shorter period as agreed by the Auction Agent); provided that (AI) any such notice must offer shall be received by made available, at the Swing Line sole discretion of the Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the Administrative specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent not will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 1:00 5:00 p.m. New York City time on the third Business Day after the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount delivery of $100,000. Each such notice shall specify the date and amount of to such prepayment. If Lenders (or such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional. (i) The Company A Borrower may, upon notice by the Parent Borrower substantially in the form of Exhibit L-1 to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty except as set forth in Section 2.05(a)(iii) below; provided that (x1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (New York City time) (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loan and (B) one Business Day prior to any on the date of prepayment of Base Rate LoansLoans (or such shorter period as the Administrative Agent shall agree); (y2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be (x) in a principal amount of $1,000,000 2,000,000, or (y) a whole multiple of $1,000,000 in excess thereof; and (z3) any prepayment of Base Rate Loans shall be (x) in a principal amount of $500,000 500,000, or (y) a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, amount and amount currency of such prepayment, the Tranche of Loans to be prepaid, the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and Eurocurrency Rate Loans, absent direction by the Parent Borrower, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the applicable Borrower in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the CompanyParent Borrower, subject to clause (ii) below, the 66 MSGN – A&R Credit Agreement (2019) Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.052.05(a)(iii) and Section 3.06. Each Subject to Section 2.17, each prepayment of the outstanding Loans Tranches pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof Tranche or Tranches designated on such notice on a pro rata basis within such Tranche. Subject to Section 2.17, each prepayment of an outstanding Tranche pursuant to this Section 2.05(a) shall be applied to the remaining amortization payments of such Tranche as directed by the Company Parent Borrower (and or, if the Parent Borrower has not so directedmade such designation, in direct order of maturity), but, in any event, on a pro-pro rata basis), and, subject to Section 2.16, each such prepayment shall be paid basis to the Lenders in accordance with their respective Applicable Percentages in the relevant Facilitywithin such Tranche. (ii) The Company mayNotwithstanding anything to the contrary contained in this Agreement, any notice of prepayment under Section 2.05(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Parent Borrower (by written notice to the Swing Line Lender Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (with iii) Notwithstanding anything to the contrary contained in this Agreement, if the Borrowers (A) make a copy voluntary prepayment of any Initial Loans pursuant to Section 2.05(a) or (B) make a repayment of any Initial Loans pursuant to Section 2.05(b)(iii), the Borrowers shall pay to the Administrative Agent), at any time or from time for the ratable account of the applicable Lenders with respect to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that clauses (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B), (x) any if such payment or prepayment shall be is made on or prior to the first anniversary of the Closing Date, a prepayment premium in a minimum an amount equal to 2.00% of the principal amount of $100,000. Each Loans prepaid or repaid or (y) if such notice shall specify prepayment or repayment is made on or prior to the date and second anniversary of the Closing Date but after the first anniversary of the Closing Date, a prepayment premium in an amount equal to 1.00% of the principal amount of such prepayment. If such notice is given by Loans prepaid or repaid (the Company, “Prepayment Premium”); provided no Prepayment Premium will be required after the Company shall make such prepayment and second anniversary of the payment amount specified in such notice shall be due and payable on the date specified thereinClosing Date.

Optional. (i) The Company Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) three two Business Days prior to any date of prepayment of Eurodollar BSBY Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar BSBY Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar BSBY Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar BSBY Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company maySubject to the last sentence of this Section 2.05(a)(i), the Borrower may upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (Ax) three threetwo Business Days prior to any date of prepayment of Eurodollar Rate Loans, RateTerm SOFR Loans and (By) one Business Day prior to any on the date of prepayment of Base Rate Loans; , (yB) any prepayment of Eurodollar Rate RateTerm SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; , and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Facility to be prepaid, the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding anything to the contrary contained herein, any notice of prepayment may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Rateany Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Voluntary prepayments of the outstanding any Class of Term Loans pursuant to this Section 2.05(a) permitted hereunder shall be applied to the remaining scheduled installments of principal repayment installments thereof as directed by in a manner determined at the Company (sole discretion of the Borrower and if not so directed, on a pro-rata basis)specified in the notice of prepayment, and, subject to Section 2.16the other limitations expressly set forth in this Agreement, each such the Borrower may elect to apply voluntary prepayments of Term Loans to one or more Class or Classes of Term Loans selected by the Borrower in its sole discretion. If the Borrower fails to timely specify its election then the prepayment shall be paid applied to each Class of Term Loans on a pro rata basis and within each Class shall be applied in direct order of maturity. Subject to Section 2.15, prepayments shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penaltyFacilities; provided that (A) such notice must be received by the Swing Line Lender that, in each case, first to Base Rate Loans and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount then to Eurodollar RateTerm SOFR Loans specified in such notice shall be due and payable on the date specified thereinin direct order of Interest Period maturities.

Optional. (i) The Company Subject to the last sentence of this Section 2.03(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except as set forth in clause (c) below); provided that (xA) such notice must be in a form reasonably acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked or delayed by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a2.03(a) shall be applied to the principal repayment installments thereof as directed by the Company Borrower may direct (and if not so directedin the absence of any such direction, on a pro-rata basis), and, and subject to Section 2.162.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company may, upon notice Percentages. Notwithstanding anything to the Swing Line Lender (with a copy contrary contained herein, the Borrower shall not be permitted to prepay the Administrative Agent), at any time or Loans pursuant to this Section 2.03(a) during the period from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on Restatement Effective Date through the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinten Business Days thereafter.

Optional. (i) The Company Each Borrower may, upon notice by the Borrowers’ Agent to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty, subject to Sections 2.05(a)(iii) and 2.05(a)(iv); provided that (x1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:30 p.m. (New York, New York time in the case of any Borrowings by the U.S. Borrower and London, United Kingdom time in the case of Borrowings by any Non-U.S. Borrower) (A) three two (2) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (y2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000, €5,000,000 or £5,000,000, as applicable, or a whole multiple of $500,000, €500,000 or £500,000, as applicable, in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are and the order of Borrowing(s) to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the Company, the 66 MSGN – A&R Credit Agreement (2019) Company The applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment of the Loans delivered by the Borrowers’ Agent may state that such notice is conditional upon the effectiveness of another financing or a Change of Control, and in either such case, such notice may be revoked by the Borrowers’ Agent (by written notice to the Administrative Agent a reasonable time prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Revolving Credit Loans shall be made in the outstanding currency in which such Revolving Credit Loans are denominated. Each prepayment of principal of, and interest on, Loans denominated in Dollars shall be made in Dollars. Subject to Section 2.05(b)(vii) below, in the case of each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to ), the principal repayment installments thereof as directed by Borrowers’ Agent may in its sole discretion select the Company Borrowing or Borrowings, including the Class (and if not so directed, on a pro-rata basisthe order of maturity of principal payments), andto be repaid, subject to Section 2.16, each and such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPro Rata Shares. (ii) The Company Each Borrower may, upon notice by the Borrowers’ Agent to the relevant Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the relevant Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (London time in the case of Swing Line Loans denominated in Alternative Currency) on the date of the prepayment, and (B2) any such prepayment shall be in a minimum principal amount of $100,000, €100,000 or £100,000, as applicable, or a whole multiple of $100,000, €100,000 or £100,000, as applicable, in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company The applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that any Tranche B-3 Term Loans are repaid (the “Repaid Tranche B-3 Loans”) prior to the second anniversary of the Amendment Effective Date in whole or in part, the relevant Borrower shall pay to Lenders holding such Repaid Tranche B-3 Loans the Applicable Premium as of the date of such prepayment; provided that prior to second anniversary of the Amendment Effective Date, the Company may, at its option, on one or more occasions repay up to 35% of the aggregate principal amount of the German Tranche B-3 Euro Term Loans as of the Amendment Effective Date and up to 35% of the aggregate principal amount of the U.S. Tranche B-3 Dollar Term Loans as of the Amendment Effective Date, subject in each case to a prepayment premium (and in substitution for the Applicable Premium) on the principal amount of such Tranche B-3 Term Loans being prepaid equal to the then applicable Eurocurrency Rate for an interest period of three months plus the Applicable Rate in effect on such date, plus accrued and unpaid interest thereon to the date of such repayment, with the Net Proceeds of one or more Equity Offerings; provided that (i) at least 50% of the sum of the original aggregate principal amount of the relevant tranche of Tranche B-3 Term Loans remains outstanding immediately after the occurrence of each such repayment and (ii) each such repayment occurs within 90 days of the date of closing of each such Equity Offering. (iv) In the event that, prior to the second anniversary of the Amendment Effective Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement that reduces the Applicable Rate with respect to any Tranche B-2 Term Loans or any prepayment or refinancing of any Tranche B-2 Term Loans in whole or in part with proceeds of Indebtedness having lower applicable margins or applicable total yield (after giving effect to any premiums paid on such Indebtedness) than the Applicable Rate or applicable total yield for the relevant Tranche B-2 Term Loans as of the Amendment Effective Date, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to (i) 3.00% of the outstanding principal amount subject thereto, if such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, occurs prior to the first anniversary of the Amendment Effective Date and (ii) 1.50% of the outstanding principal amount subject thereto, if such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, occurs on or after the first anniversary of the Amendment Effective Date but prior to the second anniversary of the Amendment Effective Date. As a condition to effectiveness of any assignment in respect of any amendment, amendment and restatement or modification to this Agreement effective prior to the second anniversary of the Amendment Effective Date that has the effect of reducing the Applicable Rate for any Tranche B-2 Term Loans from the Applicable Rate in effect on the Amendment Effective Date, the relevant Borrower shall pay to such Non-Consenting Lender of Tranche B-2 Term Loans a premium equal to the premium that would apply if such Non-Consenting Lender’s Tranche B-2 Term Loans being assigned were being prepaid and subject to the premium set forth in the immediately preceding sentence.

Optional. (i) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty; provided that (xi) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (yii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof; and (ziv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 200,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the Company, the 66 MSGN – A&R Credit Agreement (2019) Company applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.162.18, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (Bii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that or (x) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as in direct order of maturity (unless otherwise directed by the Company (and if not so directed, on a pro-rata basisBorrower), and, subject to Section 2.16, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without without, except as set forth in Section 2.05(a)(iv) below, premium or penalty; provided provided, that (x1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (New York time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (y2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Sections 2.05(a)(iv) and 3.05. In the event of any prepayments of Loans under this Section 3.052.05(a) made at a time when Loans of more than one trancheclass remain outstanding, the Borrower shall select the trancheclass of Loans to be prepaid. Each prepayment of the outstanding Loans under a Facility pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as then-remaining amortization payments in the manner directed by the Company (Borrower; and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the applicable Lenders in accordance with their respective Applicable Percentages in the relevant Facilityon a pro rata basis. (ii) The Company may, upon notice [Reserved]. (iii) Notwithstanding anything to the Swing Line Lender contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) if such prepayment would have resulted from a refinancing of any Facility, which refinancing shall not be consummated or shall otherwise be delayed. (iv) If the Borrower makes a prepayment of Term Loans pursuant to Section 2.05(a) or a prepayment of Term Loans with a copy the proceeds of any Specified Refinancing Debt pursuant to Section 2.05(b)(iii), in each case within 365180 days after the ClosingAmendment No. 1 Effective Date in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Lenders (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 3.07), at any time or from time a prepayment premium in an amount equal to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date 1.0% of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinprepaid.

Optional. (i) The Company Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and and/or Revolving Credit Loans in whole or in part without premium or penaltypenalty (subject to Section 3.05); provided that provided, that, unless otherwise agreed by the Administrative Agent: (xA) such notice must be received by the Administrative Agent not later than 11:00 10:00 a.m. (A1) three threetwo (32) Business Days prior to any date of prepayment of Eurodollar Rate RateTerm SOFR Loans, and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate RateTerm SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then ​ ​ ​ outstanding). Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate RateTerm SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company Borrower (and or, if not so directedno such direction is provided by the Borrower, such prepayment shall be applied to all then-existing Term Loans on a pro-pro rata basis), and, subject with respect to each then-existing Term Facility, to the principal repayment installments thereof in inverse order of maturity). Subject to Section 2.162.15, each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; provided that provided, that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. 10:00 a.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans and (B2) one Business Day prior to any date of prepayment of Base Rate Loans or Canadian Prime Rate Loans; (yB) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a Dollar Equivalent principal amount of $1,000,000 100,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (zC) any prepayment of Base Rate Loans or Canadian Prime Rate Loans shall be in a Dollar Equivalent principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. During a Dominion Trigger Period, there shall be no minimum repayment amount for Base Rate Loans or Canadian Prime Rate Loans. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Revolving Credit Facility). If such notice is given by the CompanyBorrower Agent, the 66 MSGN – A&R Credit Agreement (2019) Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.162.17, each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent)) from the Borrower Agent, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower Agent, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Subject to Section 2.05(c), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time after the date that is ten (10) Business Days after the Closing Date, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be in a form acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer and be received by the Administrative Agent not later than 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of a Eurodollar Rate Loan, any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (Borrower, and if not so directed, on a pro-rata basis), and, subject to Section 2.162.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facility. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000; provided further that, with respect to a repayment of a Swing Loan that is administered through an automated cash management system with the Swing Line Lender, no prepayment notice shall be required. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Co-Borrowers may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000.00 or a whole multiple of $1,000,000 1,000,000.00 in excess thereof; and (zC) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 500,000.00 or a whole multiple of $100,000 100,000.00 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyCo-Borrowers, the 66 MSGN – A&R Credit Agreement (2019) Company Co-Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.162.17, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $1,000,000 250,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied as follows: first to the principal repayment installment thereof due as of the end of the fiscal quarter in which such prepayment is made, until such principal installment has been reduced to zero ($0) and second to the remaining principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans (provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment) and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penaltypenalty (except as expressly set forth in this Section 2.05); provided that (x1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans and (B) one Business Day prior to any on the date of any prepayment of Base Rate Loans; (y2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000 1,000,000, or a whole multiple of $1,000,000 500,000 in excess thereof; and (z3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, unless rescinded pursuant to clause (iv) below, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.05. Each In the case of each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), andthe Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, subject to Section 2.16, each and such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPro Rata Shares (or other applicable share provided for under this Agreement). (ii) The Company Borrower may, upon upon, subject to clause (iii) below, written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the date of the prepayment, and (B2) any such prepayment shall be in a minimum principal amount of $100,000500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, at the time of the consummation or occurrence of any Repricing Event, in each case, that occurs on or prior to the six-month anniversary of the Incremental B-4

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans (provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment) and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penaltypenalty (except as expressly set forth in this Section 2.05); provided that (x1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans and (B) one Business Day prior to any on the date of any prepayment of Base Rate Loans; (y2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000 1,000,000, or a whole multiple of $1,000,000 500,000 in excess thereof; and (z3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, unless rescinded pursuant to clause (iv) below, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.05. Each In the case of each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), andthe Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, subject to Section 2.16, each and such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPro Rata Shares (or other applicable share provided for under this Agreement). (ii) The Company Borrower may, upon upon, subject to clause (iii) below, written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the date of the prepayment, and (B2) any such prepayment shall be in a minimum principal amount of $100,000500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, at the time of the consummation or occurrence of any Repricing Event, in each case, that occurs on or prior to the six-month anniversary of the Incremental B-4 Dollar Term Loan Amendment No. 6 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each applicable Term Lender, a prepayment premium in an amount equal to 1.00% of the aggregate principal amount of the Incremental B-4 DollarEuro Term Loans or the Incremental B-5 Euro Term Loans, in each case, so prepaid or repaid and, in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Event, such Term Lender (and not any Person who replaces such Term Lender pursuant to Section 3.07(a)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium or fee described herein. Such fees shall be due and payable upon the date of the applicable prepayment, repayment or Repricing Event, as applicable. For the avoidance of doubt, after the six-month anniversary of the Incremental B-4 Dollar Term Loan Amendment No. 6 Effective Date, no fee shall be payable pursuant to this Section 2.05(a)(iii). (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) by notice to the Administrative Agent no later than 2:00 p.m. (and promptly confirmed in writing) on the date of prepayment if such prepayment would have resulted from a refinancing of all or any portion of the applicable Class or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed (subject to payment of amounts due under Section 3.05). (v) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity); provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment. (vi) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and 10.07, so long as no Event of Default has occurred and is continuing, any Loan Party (in such capacity, a “Discounted Purchaser”) may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently cancelled immediately upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) without premium or penalty on the following basis (and so long as no proceeds of Revolving Credit Loans are used for such purpose): (A) Any Discounted Purchaser shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(vi) and without premium or penalty. (B) (1) Any Discounted Purchaser may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the Discounted Purchaser, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(vi)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded pursuant to clause (iv) above, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (Ai) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (Bii) one Business Day prior to any date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 1.0 million or a whole multiple of $1,000,000 1.0 million in excess thereofthereof or the entire principal amount thereof then outstanding; and (z) any C)any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple multi- ple of $100,000 in excess thereof or, in each case, if less, or the entire principal amount thereof then outstanding. Each such notice shall be in the form of Exhibit A-2 and shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall be committed to make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 P.M. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, SOFR Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate SOFR Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof, and shall be accompanied by payment of all amounts due under Section 3.05; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. There shall be no minimum repayment amount for Base Rate Loans. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. .. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower Agent, the 66 MSGN – A&R Credit Agreement (2019) Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.162.17, each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. Any payment of Obligations in respect of Revolving Credit Loans shall be applied first to Obligations outstanding under Revolving Credit Loans that are not FILO Loans (including principal, interest and fees) until repaid in full, and then to Obligations outstanding under FILO Loans. (ii) The Company Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent)) from the Borrower Agent, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. P.M. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower Agent, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans made to the Borrower, in each case, in whole or in part without premium or penaltypenalty except as described in clause (iv) below; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m., (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to among the principal repayment installments thereof Facilities in such amounts as the Borrower may direct in its sole discretion and, in the case of the Term B Loan Facility, in inverse order of maturity or as otherwise directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityBorrower. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 11:00 a.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or Section 2.05(a)(ii) if such prepayment would have resulted from (A) an Equity Issuance or a refinancing of the Facilities that is not prohibited by this Agreement or (B) issuance of New Term Loans and/or Increased Revolving Credit Commitments, which refinancing or issuance shall not be consummated or shall otherwise be delayed. (iv) At the time of the effectiveness of any Repricing Transaction that (A) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (B) effects any amendment of this Agreement resulting in a Repricing Transaction and is consummated prior to the first anniversary of the Closing Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each applicable Term Lender, a fee in an amount equal to, (x) in the case of clause (A), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (y) in the case of clause (B), a payment equal to 1% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Optional. (i) The Company Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (xi) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate LoansLoans denominated in Dollars, (B) five (5) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yii) any optional prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (ziii) any optional prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such prepayment, optional prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each optional prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.05(a)(i) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject . Subject to Section 2.162.15, each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. noon (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans (or such shorter period as agreed to by the Administrative Agent) and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.16, each such prepayment shall be paid applied to the Revolving Credit Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied in the following order (x) first, to the principal repayment installments thereof as directed by in direct order of maturity to the Company following four (and if not so directed, 4) scheduled payments to be made on each Term Loan Repayment Date for each Term Facility (on a pro-rata basisbasis among the Closing Date Term Loans, the Term A-1 Loans and the Term A-2 Loans; provided that if there is no scheduled payment for one or more of the Term Facilities in the three (3) month period following such prepayment, prepayments shall be applied only to the scheduled payments of the Term Facilities that have scheduled payments in the three (3) month period following such prepayment), andand (y) thereafter, subject to the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis both (a) as amongst the Closing Date Term Loans, the Term A-1 Loans and the Term A-2 Loans and (b) as amongst the remaining principal repayment installments of the Term Loans). EachSubject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans, Revolving Loans and Revolving Credit and/or any Incremental Term Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof, or, in each case, if less, the entire principal amount thereof then outstanding; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether the Loans to be prepaid are the Term Loans, the Revolving Loans, and/or the Incremental Term Loans and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans and Incremental Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof Term Loans and any Incremental Term Loans as directed by the Company Borrower (and if not so directedin the absence of such direction, on a pro-rata basisto remaining unpaid installments in direct order of maturity), and, subject . Subject to Section 2.162.15, each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; provided that that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit any Class or Classes of Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 9:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) Types and Classes of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) Periods of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.04(a) shall be applied (x) to the principal repayment installments thereof as directed by Class or Classes of Term Loans (including, for the Company (and if not so directedavoidance of doubt, on any Class of Term Loans created pursuant to a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.Refinancing

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (AI) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (BII) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to Committed Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such LoansLoans and otherwise be in a form reasonably acceptable to the Administrative Agent. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (i) to the Term A Facility or, if applicable, any Incremental Term Facilities as directed by the Borrower and (ii) to the principal repayment installments thereof of the applicable facility as directed by the Company Borrower (and or, if not so directedno such direction is provided, on a pro-pro rata basis), and, subject to Section 2.16, ) and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages Pro Rata Shares of the applicable facility. Subject to Section 2.17, each prepayment of the outstanding Revolving Credit Loans shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Pro Rata Shares of the relevant Revolving Credit Facility. (ii2) The Company Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made by such Swing Line Lender in whole or in part without premium or penalty; provided that (A) such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, prepayment and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied.

Optional. (i) The Company Borrower may, upon notice to the Administrative AgentAgent (which notice may, at the Borrower’s election, be conditioned upon the effectiveness of other transactions, provided the Borrower shall compensate each Lender for any additional amounts required pursuant to Section 3.05 suffered as a result of the revocation of any conditional notice), at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xi) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (ziii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company shall Borrower shall, subject to the satisfaction of any conditions specified therein, make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.162.14, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative AgentAgent from the Borrower substantially in the form of Exhibit K, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part part, without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (ANew York time) (x) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (By) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $1,000,000 250,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Tranche and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and Eurodollar Rate Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.05). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement Borrower shall, subject to clause (2019ii) Company shall below, make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment In the event of the outstanding any prepayments of Loans pursuant to under this Section 2.05(a) made at a time when Loans of more than one Tranche remain outstanding, the Borrower shall select the Tranche of Loans to be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facilityprepaid. (ii) The Company mayNotwithstanding anything to the contrary contained in this Agreement, any notice of prepayment under Section 2.05(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked or extended by the Borrower (by written notice to the Swing Line Lender (with a copy Administrative Agent on or prior to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (Aspecified effective date) if such notice must be received by the Swing Line Lender and the Administrative Agent condition is not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinsatisfied.

Optional. (i) The Company Borrower Representative may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and and/or Revolving Credit Loans in whole or in part without premium or penalty; provided that (xi) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; , (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; thereof and (ziii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such LoansLoans and each Facility to which such prepayment shall apply (and if both Facilities are specified, the allocation among the Facilities). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the applicable Facility). If such notice is given by the CompanyBorrower Representative, the 66 MSGN – A&R Credit Agreement (2019) Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date but subject to payment of any amounts required to be paid pursuant to Section 3.05 as a result of such revocation) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.162.17, each such prepayment shall be promptly paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityFacilities. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company i)Borrowers may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except as provided in clause ‎(iii) below); provided provided, that (x) such 1)such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; provided, that if such notice is submitted electronically through the CashPro Credit platform, such notice shall be submitted in the form provided through the CashPro Credit platform or otherwise in a form reasonably acceptable to the Administrative Agent for such purposes; (y) any 2)any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5 million or a whole multiple of $1,000,000 1 million in excess thereof; and (z) any 3)any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(sClass (or Classes) and Type (or Types) of Loans to be prepaid and, if Eurodollar Rate Loans are and the order of Borrowing (or Borrowings) to be prepaid; provided that after the Amendment No. 5 Operative7 Effective Date until the Maturity Date with respect to the Non-Extended Revolving Credit Facility, all Revolving Credit Loans shall be prepaid on a pro rata basis between the Interest Period(s) of such LoansNon-Extended Revolving Credit Facility and the Extended Revolving Credit Facility; provided, further that, at their discretion, Borrowers shall be permitted to permanently repay and terminate commitments under the Non-Extended Revolving Credit Facility on a better than a pro rata basis as compared to the Extended Revolving Credit Facility. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the CompanyParent, the 66 MSGN – A&R Credit Agreement (2019) Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that Parent may rescind any notice of prepayment under this ‎Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Loans of the applicable Class or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section ‎Section 3.05. Each In the case of each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis‎Section 2.05(a)(i), andParent may in its sole discretion select the Borrowing or Borrowings to be repaid, subject to Section 2.16, each and such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPro Rata Shares. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) 12:00 noon three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any 11:00 a.m. on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Revolving Credit Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.06. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.16, each such prepayment shall be paid applied to the Revolving Credit Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Subject to the last sentence of this Section 2.04(a), the Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term A Loans and Revolving Credit Loans Loans, as applicable, in whole or in part without premium or penalty; provided that (xA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans (other than an Overnight LIBOR Loan) and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans or Overnight LIBOR Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $1,000,000 250,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Companyapplicable Borrower, the 66 MSGN – A&R Credit Agreement (2019) Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term A Loans pursuant to this Section 2.05(a2.04(a) shall be applied to the principal repayment installments thereof as directed by the Company (Term Borrower, and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Loans, Revolving Credit Loans and/or Delayed Draw Term Loans in whole or in part without premium or penalty; provided that (xi) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (ziii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such LoansLoans and each Facility to which such prepayment shall apply (and if multiple Facilities are specified, the allocation among such Facilities). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrowers, the 66 MSGN – A&R Credit Agreement (2019) Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment . (i) No Competitive Loan may be prepaid voluntarily without the prior consent of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facilityapplicable Competitive Loan Lender. (ii) The Company Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (Bii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrowers, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans or Term Loans and Revolving Credit Loans Loans, or both, in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (Ai) 1:00 p.m. three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (Bii) one Business Day prior to any 12:00 noon on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Loan Lender and Term Lender, as applicable, of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrowers, the 66 MSGN – A&R Credit Agreement (2019) Company Borrowers shall be committed, jointly and severally, to make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each optional prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to at the principal repayment installments thereof as directed by direction of the Company (and Borrowers or, if not so directed, on a pro-rata basis), and, to the prepayment of the outstanding principal installments of the Term Loans in direct order of maturity and subject to Section 2.162.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages Pro Rata Share (except as permitted under Section 2.18) in respect of each of the relevant FacilityRevolving Loans, Swing Line Loans or Term Loans, as applicable. Notwithstanding anything to the contrary contained herein, the Borrowers shall not be permitted to prepay the Term Loans pursuant to this Section 2.05(a)(i) during the period from the Closing Date through the date ten Business Days thereafter. (ii) The Company Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (Bii) any such prepayment shall be in a minimum principal amount of $100,00050,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrowers, the Company Borrowers shall be committed, jointly and severally, to make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, Agent at any time or from time to time voluntarily prepay Revolving Loans, Term Loans and Revolving Credit Loans or Incremental Term Loans, or each, in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (Ai) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (Bii) one Business Day prior to any date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 1.0 million or a whole multiple of $1,000,000 1.0 million in excess thereof; thereof or, if less, the entire principal amount thereof then outstanding and (zC) any prepayment of Base Rate Loans made in Dollars shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be in the form of Exhibit A-2 and shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Loan Lender, Term Loan Lender and Incremental Term Loan Lenders, as applicable, of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall be committed to make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon on the date of the prepayment, and (Bii) any such prepayment shall be in a minimum principal amount of the lesser of $100,000100,000 and the total principal amount of the Swing Line Loans then outstanding. Each such notice shall be in the form of Exhibit A-2 and shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall be committed to make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, Borrower may rescind any notice of prepayment under Section 2.04(a)(i) if such prepayment would have resulted from a refinancing of all of the Loans, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Company Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such prepayment may be conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or Permitted Acquisition or other Investment). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directedBorrower in the Notice of Loan Prepayment, provided that, should the borrower fail to direct the application of such prepayment, the same shall be applied to reduce the scheduled remaining installments of principal of the Term Loans on a pro-pro rata basis), and, subject . Subject to Section 2.162.17, each such prepayment under this Section 2.05(a) shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative AgentAgent (a “Prepayment Notice”), at any time or from time to time voluntarily prepay Term one or more Classes or tranches of Loans and Revolving Credit Loans made to the Borrower, in whole or in part without premium or penalty; provided provided, that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m., (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (D) such prepayment shall be subject to the prepayment premium described in Section 2.05(c) below. Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the Company, the 66 MSGN – A&R Credit Agreement (2019) Company The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on thereon, and, in the amount prepaidcase of a prepayment of a Eurodollar Rate Loan, together with the Borrower shall promptly make payment of any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to among the principal repayment installments thereof Term Loan Facilities in such amounts as directed the Borrower may direct in its sole discretion (and absent such direction, pro rata among the Term Loan Facilities and in direct order of maturity); provided that the Second Lien Loan Facility shall be prepaid on a pro rata basis (or more favorable basis) with each other Term Loan Facility then outstanding. Other than as set forth in Section 10.07(l), each prepayment made by the Company (and if not so directed, on Borrower in respect of a pro-rata basis), and, subject to Section 2.16, each such prepayment particular Facility shall be paid to the Administrative Agent for the account of (and to be promptly disbursed to) the Appropriate Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPro Rata Shares. (ii) The Company may, upon notice [reserved]; (iii) Notwithstanding anything to the Swing Line Lender (with a copy to contrary contained in this Agreement, the Administrative Agent), at Borrower may rescind any time or notice of prepayment under Section 2.05(a)(i) if such prepayment would have resulted from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date a refinancing of all of the prepayment, and Term Loan Facilities or (B) any such prepayment the refinancing of all or a portion of the Term Loan Facilities pursuant to a Permitted Refinancing, which refinancing shall not be in a minimum principal amount of $100,000. Each such notice consummated or shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall otherwise be due and payable on the date specified thereindelayed.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part and, subject to Section 2.05(d), without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to between the principal repayment installments thereof Term A Loans and the Term B Loans as directed by the Company (Borrower, and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or Section 2.05(a)(ii) if such prepayment would have resulted from a refinancing (or payment in full) of the Facilities, which refinancing (or other payment) shall not be consummated or otherwise shall be delayed.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xi) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans or Daily Floating LIBOR Rate Loans; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (ziii) any prepayment of Base Rate Loans or Daily Floating LIBOR Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.162.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except as otherwise provided in Section 2.05(a)(iv) with respect to Tranche B-2 Term Loans); provided that (x1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (New York, New York time or London, England time in the case of Loans denominated in an Alternative Currency (other than Dollars)) (A) three two (2) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate LoansLoans denominated in Dollars, and (B) one three (3) Business Day Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency (other than Dollars) and (C) on the date of prepayment of Base Rate Loans; (y2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of (x) $1,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereofthereof in the case of Term Loans or (y) £1,500,000 or a whole multiple of £500,000 in excess thereof in the case of Alternative Currency Revolving Credit Loans denominated in Sterling; and (z3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding (it being understood that Base Rate Loans shall be denominated in Dollars only). Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion pro rata share of such prepayment. If such notice is given by the Companya Borrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Alternative Currency Revolving Credit Loans shall be made in the outstanding relevant Alternative Currency (even if Borrower is required to convert currency to do so). Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the applicable Lenders in accordance with their respective Applicable Percentages Pro Rata Shares. Notwithstanding anything herein to the contrary, at any time that Tranche B-1 Term Loans remain outstanding, all prepayments of Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the Tranche B-1 Term Loans only (but not to the Tranche B-2 Term Loans), with such prepayment being applied in the relevant Facilityaccordance with such Tranche B-1 Term Lenders’ respective Pro Rata Shares. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B2) any such prepayment shall be in a minimum principal amount of $100,000100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. All Swing Line Loans shall be denominated in Dollars only. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or a portion of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) Notwithstanding anything to the contrary contained in this Agreement, if, prior to the first anniversary of the Second Restatement Effective Date, (i) all or any portion of the Tranche B-2 Term Loans is prepaid by the Borrower substantially concurrently with the proceeds of, or the Tranche B-2 Term Loans are converted into, any new or replacement tranche of term loan Indebtedness incurred by Parent, the Borrower or any of its Subsidiaries (including any Incremental Term Loans incurred pursuant to Section 2.14) that has an effective interest rate or weighted average yield (to be determined in the reasonable discretion of the Administrative Agent consistent with generally accepted financial practices, after giving effect to margins, Eurocurrency Rate “floors”, upfront or similar fees or original issue discount shared with all lenders or holders thereof, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof) less than the effective interest rate or weighted average yield (to be determined in the reasonable discretion of the Agent consistent with generally accepted financial practices, on the same basis as above) of the Tranche B-2 Term Loans so prepaid, or (ii) a Non-Consenting Lender must assign its Tranche B-2 Term Loans pursuant to Section 3.07(a)(iii) or otherwise as a result of its failure to consent to an amendment that is passed and reduces the effective interest rate or weighted average yield (taking into account any Eurocurrency Rate “floor”) then in effect with respect to the Tranche B-2 Term Loans, then in each case the aggregate principal amount so prepaid, converted, assigned or repaid will be subject to a fee payable by the Borrower equal to 1% of the principal amount thereof; provided that this Section 2.05(a)(iv) shall not apply to any prepayment of Tranche B-2 Term Loans made in connection with the repayment in full of all outstanding Loans and the termination of the Commitments in connection with a Change of Control.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without without, except as set forth in Section 2.05(a)(iv) below, premium or penalty; provided provided, that (x1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (New York time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (y2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Sections 2.05(a)(iv) and 3.05. In the event of any prepayments of Loans under this Section 3.052.05(a) made at a time when Loans of more than one tranche remain outstanding, the Borrower shall select the tranche of Loans to be prepaid. Each prepayment of the outstanding Loans under a Facility pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as then-remaining amortization payments in the manner directed by the Company (Borrower; and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the applicable Lenders in accordance with their respective Applicable Percentages in the relevant Facilityon a pro rata basis. (ii) The Company may, upon notice [Reserved]. (iii) Notwithstanding anything to the Swing Line Lender contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) if such prepayment would have resulted from a refinancing of any Facility, which refinancing shall not be consummated or shall otherwise be delayed. (iv) If the Borrower makes a prepayment of Term Loans pursuant to Section 2.05(a) or a prepayment of Term Loans with a copy the proceeds of any Specified Refinancing Debt pursuant to Section 2.05(b)(iii), in each case within 365 days after the Closing Date in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Lenders (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 3.07), at any time or from time a prepayment premium in an amount equal to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date 1.0% of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinprepaid.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.16, each such prepayment shall be paid applied to the Revolving Credit Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty, except as set forth in Section 2.05(a)(iv) below; provided that (x1) such notice must be received by the 77 Syniverse Credit Agreement Administrative Agent not later than 11:00 a.m. 12:00 p.m. (New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (y2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specify, in the case of any prepayment of Term Loans, the applicable Tranche being repaid, and if a combination thereof, the principal amount allocable to each, the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility or Tranche, as the case may be). If such notice is given by the CompanyBorrower and not rescinded, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Sections 2.05(a)(iv) and Section 3.05. Each Subject to Section 2.18, each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied on a pro rata basis to each Tranche of Term Loans and shall be applied within each Tranche of Term Loans to the principal repayment installments thereof as in the manner directed by the Company Borrower (and or, if not so directedno such direction is given, on a pro-rata basis), and, subject in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to such Tranche pursuant to Section 2.16, 2.07(a)); and each such prepayment shall be paid to the Appropriate Lenders on a pro rata basis; provided that, at the request of the Borrower, in accordance with their respective Applicable Percentages lieu of such application on a pro rata basis among all Tranches of Term Loans, such prepayment may be applied to any Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date of each other Tranche of Term Loans then outstanding or, in the relevant Facilityevent more than one Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 12:00 p.m. (New York City time) on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or (a)(ii) if the notice for such prepayment is for the entire amount of Loans then outstanding under any or all of the Tranches and states that such notice was conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities).

Optional. (i) The Company Borrowers may, upon notice by the Parent Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (x1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (New York, New York time in the case of Loans denominated in Dollars or the Applicable Time in the case of Loans denominated in an Alternative Currency) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate LoansLoans denominated in Dollars, and (B) one four (4) Business Day Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency and (C) on the date of prepayment of Base Rate Loans; (y2) any partial prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (z3) any prepayment of Base Rate Loans (other than Swing Line Loans and Protective Advances) shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding (it being understood that Base Rate Loans shall be denominated in Dollars only). Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment. If such notice is given by the Company, the 66 MSGN – A&R Credit Agreement (2019) Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Revolving Credit Loans shall be made in the outstanding relevant Alternative Currency (even if the Borrowers are required to convert currency to do so). Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPro Rata Shares. (ii) The Company Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, prepayment and (B2) any such prepayment shall be in a minimum principal amount of $100,000100,000 or a whole multiple of $25,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If prepayment and the payment amount specified in such notice is given shall be due and payable on the date specified therein. All Swing Line Loans shall be denominated in Dollars only. (iii) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay Protective Advances in whole or in part without premium or penalty; provided that (1) such notice must be received by the CompanyAdministrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, if less, the Company entire principal amount thereof then outstanding. Each such notice shall make specify the date and amount of such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, any amounts received from the Borrowers pursuant to this Section 2.05(a) shall be applied first, to repay any Protective Advances, second to repay any Swing Line Loans and third as may otherwise be directed by the Parent Borrower pursuant to Section 2.05(a)(i). (v) Notwithstanding anything to the contrary contained in this Agreement, the Parent Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing of the Revolving Credit Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Company maySubject to the last sentence of this Section 2.05(a)(i), the Borrower may upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (Ax) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (By) one Business Day prior to any on the date of prepayment of Base Rate Loans; , (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant Subject to this Section 2.05(a) 2.15, prepayments shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penaltyPercentages; provided that (A) such notice must be received by the Swing Line Lender that, in each case, first to Base Rate Loans and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount then to Eurodollar Rate Loans specified in such notice shall be due and payable on the date specified thereinin direct order of Interest Period maturities.

Optional. (i) The Company Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty; provided that (xi) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (ziii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the Companya Borrower, the 66 MSGN – A&R Credit Agreement (2019) Company such Borrower shall make such prepayment and the 68208499_7 payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.162.17, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (Bii) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Companya Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company maySubject to the last sentence of this Section 2.05(a)(i), the Borrower may upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (Ax) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (By) one Business Day prior to any on the date of prepayment of Base Rate Loans; , (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Facility to be prepaid, the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding anything to the contrary contained herein, any notice of prepayment may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be (x) applied to each Class of Term Loans on a pro rata basis and (y) within each Class of Term Loans, applied to the remaining principal repayment installments thereof as directed by the Company (and if not so directeda) in direct order of maturity, (b) in inverse order of maturity, (c) on a pro-pro rata basis), andor (d) pro rata to the next eight (8) scheduled principal payment installments thereof following such date of prepayment for which any scheduled payment amount in excess of zero remains unpaid as of such date and thereafter on a pro rata basis, subject in each case as the Borrower may elect. If the Borrower fails to Section 2.16, each such timely specify its election then the prepayment shall be paid applied to each Class of Term Loans on a pro rata basis and within each Class shall be applied in accordance with clause (y)(d) above. Subject to Section 2.15, prepayments shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penaltyFacilities; provided that (A) such notice must be received by the Swing Line Lender that, in each case, first to Base Rate Loans and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount then to Eurodollar Rate Loans specified in such notice shall be due and payable on the date specified thereinin direct order of Interest Period maturities.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without without, except as set forth in Section 2.05(a)(iv) below, premium or penalty; provided provided, that (x1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (New York time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (y2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section Sections 2.05(a)(iv) and 3.05. Each Subject to Section 2.19, each prepayment of the outstanding Loans under the Term Loan Facility pursuant to this Section 2.05(a) shall be applied ratably to each of the Term A Facility and the Term B Facility and to the principal repayment installments thereof thereof, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term A Loans and the Term B Loans pursuant to Sections 2.07(a) and (b) as directed by the Company (Borrower; and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Term A Lenders in accordance with their respective Applicable Percentages in and the relevant FacilityTerm B Lenders on a pro rata basis. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided provided, that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 12:00 p.m. (New York time) on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or (a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) If the Borrower makes (A) a voluntary prepayment of any Term B Loans pursuant to Section 2.05(a) or (B) a prepayment of Term B Loans with the proceeds of any Specified Refinancing Debt pursuant to Section 2.05(b)(iii), in each case within one (1) year after the Closing Date in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of the Term B Lenders, a prepayment premium in an amount equal to 1.0% of the principal amount prepaid.

Optional. (i) The Company Subject to the last sentence of this Section 2.03(a), the Borrower may, upon notice to the Administrative AgentLender, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans Loan in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent Lender not later than 11:00 a.m. a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans the Term Loan to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentloans. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans Term Loan pursuant to this Section 2.05(a2.03(a) or Section 9.06 shall be applied to the principal repayment installments thereof as directed by 50% in the Company (order of maturity and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid 50% in inverse order of maturity. Notwithstanding anything to the Lenders in accordance with their respective Applicable Percentages in contrary contained herein, the relevant Facility. (iiBorrower shall not be permitted to prepay any portion of the Term Loan pursuant to this Section 2.03(a) The Company may, upon notice to during the Swing Line Lender (with a copy to period from the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on Closing Date through the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinten Business Days thereafter.

Optional. (i) The Company Subject to the penultimate sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that that, unless otherwise agreed to by the Administrative Agent, (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans, Term SOFR Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Revolving Credit Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Revolving Credit Facility. (ii) The Company Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that that, unless otherwise agreed by the Swing Line Lender, (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit any Loans in whole or in part without premium or penalty; provided that (A) (x) with respect to any prepayment of Eurodollar Rate Loans, a notice of such notice prepayment of Eurodollar Rate Loans must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (ANew York Time) three (3) Business Days prior to any the date of such prepayment of Eurodollar Rate Loans and (y) with respect to any prepayment of Base Rate Loans, and a notice of such prepayment of Base Rate Loans must be received by the Administrative Agent not later than 12:00 p.m. (BNew York Time) one Business Day prior to any on the date of such prepayment of Base Rate Loans; provided that, in each case, if the proceeds of such prepayment of any Loans are not received by the Administrative Agent prior to 3:00 p.m. (yNew York Time), such prepayment of Loans shall be deemed to have occurred on the immediately succeeding Business Day; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Pro Rata Share of the Revolving Credit Facility). If such notice is given by the CompanyLead Borrower, the 66 MSGN – A&R Credit Agreement (2019) Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company Borrowers may, upon notice by the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York Time) on the date of the prepayment, prepayment and (B) any such prepayment shall be in a minimum principal amount of $100,00025,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyLead Borrower, the Company such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any accrued and unpaid interest on prepaid Swing Line Loans shall be paid on the next succeeding Interest Payment Date in accordance with Section 2.08(c). (iii) Notwithstanding anything to the contrary contained in this Agreement, the Lead Borrower may rescind any notice of prepayment under Section 2.05(a)(i) if such prepayment would have resulted from a refinancing of all of the Revolving Credit Facility, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In connection with any voluntary prepayment of any Loans pursuant to this Section 2.05(a), such voluntary prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrowers pursuant to Section 3.05.

Optional. (i) The Company Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that provided, that: (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (Ai) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (Bii) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof250,000 (or, if less, the remaining Outstanding Amount); and (zC) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof 250,000 (or, in each case, if less, the entire principal amount thereof then outstandingremaining Outstanding Amount). Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.respective

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such LoansLoans and otherwise be in a form reasonably acceptable to the Administrative Agent. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.17, each prepayment of the outstanding Revolving Credit Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to Revolving Credit Loans of the Lenders in accordance with their respective Applicable Percentages in Pro Rata Shares of the relevant Revolving Credit Facility. (ii) The Company Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made by such Swing Line Lender in whole or in part without premium or penalty; provided that (A) such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, prepayment and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (x1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (New York, New York time, or London, England time in the case of Loans denominated in Euros) (A) three two (2) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate LoansLoans denominated in Dollars, and (B) one three (3) Business Day Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Euros and (C) on the date of prepayment of Base Rate Loans; (y2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereofthereof in the case of Dollar Term Loans (or comparable amounts determined by the Administrative Agent in the case of Euro Term Loans); and (z3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the Companya Borrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Euro Term Loans shall be made in Euros (even if the outstanding Borrower is required to convert currency to do so). Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPro Rata Shares. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B2) any such prepayment shall be in a minimum principal amount of $100,000100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and or Revolving Credit Loans Loans, as Borrower may choose in its sole discretion, in whole or in part without premium or penalty; provided that (xi) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) 10:00 a.m. three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any 10:00 a.m. on the date of prepayment of Base Rate Loans; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (ziii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.04(a) shall be applied to the principal repayment installments thereof in the inverse order of maturity, provided that, at the request and designation of the Borrower in its notice of prepayment to the Administrative Agent, such optional prepayments under this Section 2.04(a) shall be applied to the first eight scheduled principal repayment installments of the Term Loans set forth in Section 2.06(b) (i.e., the scheduled principal repayment installments of the Term Loans due on or prior to December 31, 2012) as directed designated by the Company (and if not so directed, on a pro-rata basis), and, subject Borrower. Each prepayment pursuant to this Section 2.16, each such prepayment 2.04(a) shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received Facilities being prepaid by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinBorrower.

Optional. (i) The Company Borrowers may, upon notice notice, substantially in the form of Exhibit M, to the Administrative Agent, Agent at any time or from time to time time, voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penaltypenalty except as provided in Section 2.07(e); provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any date of prepayment of Alternate Base Rate Loans; and (yB) any partial prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) and Class(es) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrowers, the 66 MSGN – A&R Credit Agreement (2019) Company Borrowers shall make such prepayment and prepayment, the payment amount specified in such notice shall be due and payable on the date specified thereintherein and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages; provided that a notice of optional prepayment pursuant to this Section 2.05(a) may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable and specified event or condition, in which case such notice of prepayment may be revoked or extended by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date of prepayment) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to the remaining principal repayment installments thereof as directed by at the Company direction of the Borrowers to the Administrative Agent (and if not provided that in the event that the Borrowers shall fail to so directeddirect prior to such prepayment, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid applied in direct order of maturity to the Lenders remaining principal repayment installments thereof); provided that such prepayment shall be applied first to Alternate Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in accordance each case in a manner that minimizes the amount of any payments required to be made by the Borrowers pursuant to Section 3.05(a). At the Borrowers’ election in connection with their respective Applicable Percentages in the relevant Facilityany prepayment of Revolving Credit Loans pursuant to this Section 2.05(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Revolving Credit Loan of a Defaulting Lender. (ii) The Company may, upon notice [Reserved]. (iii) No Lender may reject any voluntary prepayment pursuant to the Swing Line Lender (with a copy to the Administrative Agentthis Section 2.05(a), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 250,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.04(a) shall be applied to the principal repayment installments thereof as in the manner directed by the Company (Borrower, and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except as expressly set forth in Section 2.09(d)); provided that (x1) such notice must be received by the Administrative Agent not later than 11:00 a.m. New York City time (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (y2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000 500,000, or a whole multiple of $1,000,000 100,000 in excess thereof; and (z3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the CompanyBorrower, unless rescinded pursuant to clause (iii) below, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each In the case of each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to ), the principal repayment installments thereof as directed by Borrower may in its sole discretion select the Company Borrowing or Borrowings (and if not so directedthe order of maturity of principal payments) to be repaid, on a pro-rata basis), and, subject to Section 2.16, each and such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPro Rata Shares or other applicable share provided for under this Agreement. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein[Reserved].

Optional. (i) The Company Subject to Section 2.04(a)(ii) and the last sentence of this Section 2.04(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.14, each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.04(a)(i) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each and such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in Percentages. Notwithstanding anything to the relevant Facilitycontrary contained herein, the Borrower shall not be permitted to prepay the Term Facility pursuant to this Section 2.04(a)(i) during the period from the Closing Date through the date ten Business Days thereafter. (ii) The Company mayIn the event that, upon notice on or prior to the Swing Line Lender first anniversary of the Closing Date, the Borrower (x) prepays, refinances, substitutes or replaces any Term Loans in connection with a copy Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders, (I) in the case of clause (x), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without a prepayment premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of 1.00% of the prepayment, and (B) any such prepayment shall be in a minimum aggregate principal amount of $100,000. Each such notice shall specify the date Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Term Loans outstanding immediately prior to such prepaymentamendment which are the subject of such Repricing Transaction. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice Such amounts shall be due and payable on the date specified thereinof effectiveness of such Repricing Transaction.

Optional. (i) The Company Subject to the payment of any required prepayment premium, the Borrower may, upon prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypart; provided that (xi) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any the date of prepayment of Base Rate any other Loans; and (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any premiums required under clause (c) below and additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a2.03(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, and each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company maySubject to the last sentence of this Section 2.05(a)(i), the Borrower may upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (Ax) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (By) one Business Day prior to any on the date of prepayment of Base Rate Loans; , (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Facility to be prepaid, the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company in (and if not so directeda) direct order of maturity, (b) inverse order of maturity or (c) on a pro-rata basis), and, subject as the Borrower may elect. Subject to Section 2.162.15, each such prepayment prepayments shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penaltyFacilities; provided that (A) such notice must be received by the Swing Line Lender that, in each case, first to Base Rate Loans and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount then to Eurodollar Rate Loans specified in such notice shall be due and payable on the date specified thereinin direct order of Interest Period maturities.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Credit Lender of its receipt of each such notice, and of the amount of such Revolving Credit Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Revolving Credit Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company may, upon notice Notwithstanding anything to the Swing Line Lender (with a copy contrary contained herein, the Borrower shall not be permitted to prepay the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that Term Facility unless the Borrower shall have (A) such notice must be received by terminated the Swing Line Lender Revolving Credit Facility and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, repaid all Obligations and (B) any such if Bank of America is a Term Lender, terminated all credit facilities (including all Swap Contracts) between the Borrower and Bank of America and repaid all Indebtedness owed to Bank of America. Any prepayment of a Eurodollar Rate Loan shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given accompanied by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable all accrued interest on the date specified thereinamount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. (i) The Company Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (xA) such notice must be received by the Administrative Agent not later than 11:00 8:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on (I) with respect to the principal portion of such prepayment, such Lender’s Applicable Percentage in respect of the Revolving Facility, and (II) with respect to accrued interest on the principal portion of such prepayment, pro rata in accordance with the amount that the accrued interest due to each Lender in connection with the principal portion of such prepayment bears to the amount of accrued interest due to all Lenders in connection with the principal portion of such prepayment). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.162.15, each such prepayment prepayments shall be paid to the Lenders (X) with respect to the principal portion of such prepayment, in accordance with their respective each Lender’s Applicable Percentages Percentage in respect of the relevant Revolving Facility, and (II) with respect to accrued interest on the principal portion of such prepayment, pro rata in accordance with the amount that the accrued interest due to each Lender in connection with the principal portion of such prepayment bears to the amount of accrued interest due to all Lenders in connection with the principal portion of such prepayment. (ii) The Company Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; provided that that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. 10:00 a.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. (ia) The Company Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit any Class or Classes of Loans in whole or in part without premium (except as set forth in Section 2.18) or penalty; provided that that (xi) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) 1:00 p.m., New York time, three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any 12:00 p.m., New York time, on the date of prepayment of Base Rate Loans; ; (yii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 1.0 million or a whole multiple of $1,000,000 250,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and and (ziii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each In the case of each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to 2.05(1), the principal repayment installments thereof as directed by Borrower may in its sole discretion select the Company Borrowing or Borrowings (and if not so directedthe order of maturity of principal payments) to be repaid, on a pro-rata basis), and, subject to Section 2.16, each and such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPro Rata Shares. (iib) The Company may[Reserved] (c) Notwithstanding anything to the contrary contained in this Agreement, upon the Borrower may rescind (or delay the date of prepayment identified in) any notice of prepayment under Section 2.05(1)(a) by written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 p.m., New York time, on such prepayment date if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed. (d) Each prepayment in respect of any Loans pursuant to this Section 2.05 may be applied to any Class of Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Loans of an Existing Loan Class pursuant to this Section 2.05 without any requirement to prepay Extended Loans that were converted or exchanged from such Existing Loan Class and (ii) prepay Extended Loans pursuant to this Section 2.05 without any requirement to prepay Loans of an Existing Loan Class that were converted or exchanged for such Extended Loans. In the event that the Borrower does not specify the order in which to apply prepayments or as between Classes of Loans, the Borrower shall be deemed to have elected that such proceeds be applied on a pro rata basis among Loan Classes. (e) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing, any Borrower Party may (i) purchase outstanding Loans on a non-pro rata basis through open market purchases or (ii) prepay the outstanding Loans (which Loans shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such purchase or prepayment), which in the case of clause (ii) only shall be prepaid without premium or penalty on the following basis: (A) Any Borrower Party shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Loan Prepayment”), in each case made in accordance with this Section 2.05(1)(e) and without premium or penalty. (1) Any Borrower Party may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the applicable Borrower Party, to (x) each Lender or (y) each Lender with respect to any Class of Loans on an individual Class basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Loans to be prepaid (it being understood that different Specified Discounts or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5.0 million and whole increments of $1.0 million in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount delivery of $100,000. Each such notice shall specify to such Lenders (the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein“Specified Discount Prepayment Response Date”).

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans made to the Borrower, in each case, in whole or in part without premium or penaltypenalty except as described in clause (iv) below; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m., (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to among the principal repayment installments thereof Facilities in such amounts as the Borrower may direct in its sole discretion and, in the case of the Term B Loan Facility, in inverse order of maturity or as otherwise directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityBorrower. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 11:00 a.m. on the date of the prepayment, prepayment and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or Section 2.05(a)(ii) if such prepayment would have resulted from (A) an Equity Issuance or a refinancing of the Facilities that is not prohibited by this Agreement or (B) issuance of New Term Loans and/or Incremental Revolving Credit Commitments, which refinancing or issuance shall not be consummated or shall otherwise be delayed. (iv) At the time of the effectiveness of any Repricing Transaction that is consummated prior to June 15, 2016 that (A) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (B) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each applicable Term Lender, a fee in an amount equal to, (x) in the case of clause (A), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (y) in the case of clause (B), a payment equal to 1% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part and, subject to Section 2.05(d), without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, and subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or Section 2.05(a)(ii) if such prepayment would have resulted from a refinancing (or payment in full) of the Facilities, which refinancing (or other payment) shall not be consummated or otherwise shall be delayed.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, Agent at any time or from time to time time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior Prior to any date of prepayment of Base Rate Loans; and (yB) any partial prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and prepayment, the payment amount specified in such notice shall be due and payable on the date specified thereintherein and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.03(a) shall be applied pro rata to the remaining principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each thereof; provided that such prepayment shall be paid applied first to Base Rate Loans to the Lenders full extent thereof before application to Eurodollar Rate Loans, in accordance with their respective Applicable Percentages each case in a manner that minimizes the relevant Facilityamount of any payments required to be made by the Borrower pursuant to Section 3.05(a). (ii) The Company may, upon notice No Lender may reject any voluntary prepayment pursuant to the Swing Line Lender (with a copy to the Administrative AgentSection 2.03(a), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.16, each such prepayment shall be paid applied to the Revolving Credit Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Subject to Section 2.05(c), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time after the date that is ten (10) Business Days after the Closing Date, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. in a form acceptable (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of a Eurodollar Rate Loan, any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (Borrower, and if not so directed, on a pro-rata basis), and, subject to Section 2.162.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.16, each such prepayment shall be paid applied to the Revolving Credit Loans of the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company may, upon notice Borrower may not voluntarily prepay the Loans at any time prior to the Administrative Agentfirst anniversary of the Closing Date. (ii) The Borrower may, at any time or from time after the first anniversary of the Closing Date but prior to time the eighteen (18) month anniversary of the Closing Date, voluntarily prepay Term Loans and Revolving Credit Loans the Loans, in whole or in part without premium or penalty; provided that (x) such notice must be received part, by delivering to the Administrative Agent not no later than 11:00 a.m. (ALondon time) three at least five (5) Business Days prior to any the proposed prepayment date, irrevocable written notice specifying the proposed prepayment date and the aggregate principal amount of such prepayment; provided that the Borrower shall have delivered to the Administrative Agent no later than the proposed prepayment date, evidence to the Administrative Agent’s reasonable satisfaction of Eurodollar Rate Loansthe Borrower having successfully obtained committed financing for its working capital needs in an aggregate amount of at least $50,000,000 through an issuance of Equity Interests or subordinated debt, and (B) one Business Day prior or through other financing sources reasonably acceptable to any date of the Administrative Agent. Each such voluntary prepayment of Base Rate Loans; (y) any prepayment of Eurodollar Rate Loans shall be in a principal an amount of equal to $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and thereof (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire aggregate outstanding principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentLoans, as the case may be). If any such notice is given by the Companygiven, the 66 MSGN – A&R Credit Agreement (2019) Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) The Borrower may, at any time after the eighteen (18) month anniversary of the Closing Date, voluntarily prepay the Loans, in whole or in part, by delivering to the Administrative Agent no later than 11:00 a.m. (London time) at least five (5) Business Days prior to the proposed prepayment date, irrevocable written notice specifying the proposed prepayment date and the aggregate principal amount of such prepayment. Each such voluntary prepayment shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the aggregate outstanding principal amount of the Loans, as the case may be). If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Subject to Section 2.05(c), the Borrower may, upon written notice to the Administrative Agent, at any time or from time to time after the date that is ten (10) Business Days after the Closing Date, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be in a form acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer and be received by the Administrative Agent not later than 11:00 a.m. (Aa) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (Bb) one (1) Business Day prior to any the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Term Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of a Eurodollar Rate Loan, any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the remaining amortization payments under the Term Facility in direct order of maturity, and thereafter to the next scheduled installments of principal repayment installments thereof as directed by of the Company (Term Facility or portions thereof, and if not so directed, on a pro-rata basis), and, subject to Section 2.162.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Term Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time time, voluntarily prepay Term Loans and Revolving Credit Loans Loans, in whole or in part part, without premium or penalty, subject to Section 3.05; provided that provided, that, unless otherwise agreed by the Administrative Agent, (xA) such notice must be received by the Administrative Agent not later than 11:00 10:00 a.m. (A1) 1204724.01-CHISR02A - MSW CHAR1\1886837v5 three (3) Business Days prior to any date of prepayment of Eurodollar Rate RateTerm SOFR Loans, and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Rate RateTerm SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is revoked prior to such specified date therein. Any prepayment of a Eurodollar Rate RateTerm SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company Borrower (and if not so directed, on a pro-rata basis), and, subject in the case of no direction, applied in direct order of maturity). Subject to Section 2.162.15, each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities. (ii) The Company Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans Swingline Loans, in whole or in part part, without premium or penalty; provided that provided, that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 12:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is revoked prior to such specified date therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. (i) The Company Except as set forth in clause (ii) below with respect to Revolving Credit Loans and New Term Loans denominated in a currency other than Dollars, the Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit any Tranche or Tranches of Loans in whole or in part without premium or penaltypenalty (other than as set forth in Section 2.05(a)(iv)); provided that (x1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, and (B) one Business Day prior to any the date of prepayment of Base Rate Loans; (y2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (z3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be substantially in the form of Exhibit I and shall specify the date and amount of such prepayment, the Class, Tranche(s) and the Type(s) of Loans to be prepaid andprepaid, and if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and Eurocurrency Rate Loans, absent direction by the Borrowers, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment pursuant to Section 3.05). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, notice and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment, if any. If such notice is given by the CompanyPSP, the 66 MSGN – A&R Credit Agreement (2019) Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company Any Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, time voluntarily prepay Swing Line Revolving Credit Loans and New Term Loans or any Tranche or Tranches thereof denominated in a currency other than Dollars in whole or in part without premium or penaltypenalty (other than as set forth in Section 2.05(a)(iv)); provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 12:00 p.m. on the four Business Days prior to any date of prepayment of Eurocurrency Rate Loans (or such shorter time as the prepayment, and (B) any such Administrative Agent may approve in its reasonable discretion). Each prepayment of Revolving Credit Loans or New Term Loans denominated in a currency other than Dollars that are Eurocurrency Rate Loans shall be in a minimum principal amount that is not less than the Minimum Eurocurrency Borrowing Amount, or, if less, the entire principal amount thereof then outstanding. (iii) The Borrowers may voluntarily prepay any Tranche of Term Loans selected by PSP; provided that, other than with respect to any optional prepayment made solely with the proceeds of long-term Indebtedness permitted to be incurred under Section 8.02 (including Refinancing Incremental Term Loans), if the Tranche of Term Loans selected by PSP has a final maturity date that is later than the final maturity date of any other Tranche of Term Loans then outstanding, then such optional prepayment shall be made on a pro rata basis among the Tranche of Term Loans selected by PSP and each such other earlier-maturing Tranche of Term Loans. Optional prepayments of any Tranche of Term Loans selected by PSP shall be applied on a pro rata basis in direct order of maturity to the remaining scheduled installments of principal due in respect of such Tranche of Term Loans pursuant to Section 2.07. Optional prepayments of any Tranche of Revolving Credit Loans selected by PSP shall be made on a pro rata basis among the outstanding Revolving Credit Loans of such Tranche. (iv) In the event that, on or prior to the date that is six months after the Closing Date, any Borrower (x) prepays, refinances, substitutes or replaces any Initial Term Loans in connection with a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iii) that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to the Initial Term Loans, as applicable, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of $100,000. Each such notice shall specify the date Initial Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Initial Term Loans outstanding immediately prior to such prepaymentamendment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice Such amounts shall be due and payable on the date specified thereinof effectiveness of such Repricing Transaction. As a condition to effectiveness of any assignment pursuant to the parenthetical set forth in the first sentence of Section 11.15 in respect of any amendment of this Agreement effective on or prior to the date that is six months after the Closing Date, the Borrowers shall pay to the applicable non-consenting Term Loan Lender a premium equal to the premium that would apply if such Term Loan Lender’s Initial Term Loans being assigned were being prepaid and subject to the premium set forth in this Section 2.05(a) for such Initial Term Loans.

Optional. (i) The Company Subject to the last sentence of this Section 2.05(a)(i), the Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Sub-Facility Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) 1:00 p.m. three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans (or 11:00 a.m. Hong Kong time in the case of Loans administered by the Hong Kong Sub-Agent) and (B2) one Business Day prior to any 1:00 p.m. on the date of prepayment of Base Rate Loans; (yB) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (zC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment. If such notice is given by the Companya Borrower, the 66 MSGN – A&R Credit Agreement (2019) Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepaymentthat, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If if such notice is given by in connection with a conditional notice of termination of the CompanyCommitments, the Company shall make such prepayment and the payment amount specified in then such notice shall of prepayment may be due and payable on the date specified therein.revoked if such notice of termination is revoked, subject to any amounts required pursuant to

Optional. (i) The Company Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without part, subject to any prepayment premium or penaltypayable pursuant to Section 2.03(c); provided that (xi) such notice must be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m., New York City time (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans or CDOR Rate Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans or Canadian Prime Rate Loans; (yii) any prepayment of Eurodollar Rate Loans or CDOR Rate Loans shall be in a principal amount of US$5,000,000 or $1,000,000 5,000,000, as applicable, or a whole multiple of US$1,000,000 or $1,000,000 1,000,000, as applicable, in excess thereof; and (ziii) any prepayment of Base Rate Loans or Canadian Prime Rate Loans shall be in a principal amount of US$500,000 or $500,000 500,000, as applicable, or a whole multiple of US$100,000 or $100,000 100,000, as applicable, in excess thereof or, in each case, if less, case the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or CDOR Rate Loans are to be prepaidrepaid, the Interest Period(s) Periods of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the CompanyBorrower, the 66 MSGN – A&R Credit Agreement (2019) Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or CDOR Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant Facility. (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Company Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (xA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans or SOFR Loans and (B2) one Business Day prior to any date of prepayment of Base Rate Loans or Canadian Prime Rate Loans; (yB) any prepayment of Eurodollar Eurocurrency Rate Loans or SOFR Loans shall be in a Dollar Equivalent principal amount of $1,000,000 100,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (zC) any prepayment of Base Rate Loans or Canadian Prime Rate Loans shall be in a Dollar Equivalent principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. During a Dominion Trigger Period, there shall be no minimum repayment amount for Base Rate Loans or Canadian Prime Rate Loans. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans or SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Revolving Credit Facility). If such notice is given by the CompanyBorrower Agent, the 66 MSGN – A&R Credit Agreement (2019) Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan or SOFR Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and, subject Subject to Section 2.162.17, each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in the relevant FacilityPercentages. (ii) The Company Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent)) from the Borrower Agent, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower Agent, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.