Borrower represents, warrants and covenants unto Agent and Lenders that except with respect to intellectual property rights in foreign countries: (A) Agent’s security interest and Lien in the Collateral is now and at all times hereafter shall be perfected and have a first priority, subject only to Permitted Liens; (B) except for such Permitted Liens, the Collateral is and shall remain free and clear of all Liens; (C) Borrower’s respective chief executive office, all other offices and places of business and the offices and locations where Borrower keeps the Collateral are at the locations specified on Schedule 4.4; (D) Borrower shall not remove the Collateral from the locations specified on Schedule 4.4 and shall not keep any of the Collateral at any other office or location unless Borrower gives Agent thirty (30) days prior written notice, provided that Borrower may remove Collateral from such locations for maintenance and care purposes in the ordinary course of business; and (E) the Collateral is and shall remain within the continental United States of America. Borrower shall provide Agent with thirty (30) days prior written notice of the opening of any new office or place of business, the closing of any existing office or place of business or delivering any Collateral with a value in excess of $50,000 to a warehouse or other storage facility not listed on Schedule 4.4. Borrower covenants unto and agrees with Agent and Lenders that any new office or place of business shall be within the continental United States of America.