No later than one (1) Business Day following the date of receipt by any Borrower or any of its Subsidiaries, or Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrowers shall prepay the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds, which amount shall be applied to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof; provided , (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) Borrowers shall have the option, directly or through one or more of its Subsidiaries to invest such Net Insurance/Condemnation Proceeds (other than proceeds of Boston FCC License (or the equity of the entity that directly or indirectly holds any such Boston FCC License)) within one hundred eighty (180) days of receipt thereof to repair, restore or replace the assets giving rise to such Net Insurance/Condemnation Proceeds. Each prepayment of the Term Loan made pursuant to this Section 2.3(c)(iii) shall not require any Prepayment Premium. It is understood and agreed that (x) the proceeds of PNC Priority Collateral shall not be applied as provided above so long as PNC Obligations remain outstanding in compliance with the Intercreditor Agreement and such amounts are applied in accordance with the terms of the PNC Credit Agreement as in effect on the date hereof to reduce the PNC Obligations and (y) the Term Loan Priority Collateral (including the Boston FCC License (or the equity of the entity that directly or indirectly holds any such Boston FCC License)) are not PNC Priority Collateral and the proceeds thereof shall be used to mandatorily prepay the Term Loan and not any loans or obligations under the PNC Credit Agreement.