No later than the third Business Day following the date of receipt by the Company or any of its Subsidiaries, or the Collateral Agent as loss payee, of any Net Insurance/Condemnation Proceeds in an aggregate amount greater than $500,000 in any Fiscal Year, the Company shall prepay the Loans together with all amounts owing in accordance with Section 2.11(b), which amounts, including any Exit Fee, will be paid solely from the Net Insurance/Condemnation Proceeds in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided , to the extent that any Net Insurance/Condemnation Proceeds received by a Foreign Subsidiary cannot be used to prepay the Loans without violating applicable local or US laws or Canadian laws or will have a material adverse tax consequence, such prepayment will not be required until permitted under such applicable law or until such material adverse tax consequence may be avoided, so long as the Company and such Foreign Subsidiary shall promptly take all actions within the reasonable control of the Company and such Foreign Subsidiary that are reasonably required to eliminate or reduce such tax effects.