The Company and its subsidiaries shall maintain, or cause to be maintained, all material environmental permits or other governmental  authorizations necessary to conduct their businesses as described in the Prospectus, and the Company and its subsidiaries shall conduct their businesses, or cause their businesses to be conducted, in substantial compliance with such permits and other governmental authorizations and under applicable environmental laws, except where the failure to maintain or be in compliance with such permits and other governmental authorizations would not reasonably be expected to have a Material Adverse Change.