GUARANTEE AND COLLATERAL AGREEMENT made

Exhibit 10.4

Execution Copy

GUARANTEE AND COLLATERAL AGREEMENT

made by

FIRST SOLAR, INC.

in favor of

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

Dated as of September 4, 2009

TABLE OF CONTENTS

SCHEDULES

GUARANTEE AND COLLATERAL AGREEMENT

          GUARANTEE AND COLLATERAL AGREEMENT, dated as of September 4, 2009, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “ Grantors ”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”) for the banks and other financial institutions or entities (the “ Lenders ”) from time to time parties to the Credit Agreement, dated as of September 4, 2009 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among FIRST SOLAR, INC. (the “ Company ”), the Borrowing Subsidiaries party thereto (the “ Borrowing Subsidiaries ”), the Lenders and the Administrative Agent.

WITNESSETH :

          WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Company and the Borrowing Subsidiaries upon the terms and subject to the conditions set forth therein;

          WHEREAS, the Company and each Borrowing Subsidiary is a member of an affiliated group of companies that includes each other Grantor;

          WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Company and the Borrowing Subsidiaries to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;

          WHEREAS, the Company, the Borrowing Subsidiaries and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; and

          WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Company and the Borrowing Subsidiaries under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Secured Parties;

          NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Company and the Borrowing Subsidiaries thereunder, each Grantor hereby agrees with the Administrative Agent, for the ratable benefit of the Secured Parties, as follows:

SECTION 1. DEFINED TERMS

     1.1 Definitions . (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Certificated Security, Chattel Paper, Instruments and Supporting Obligations.

     (b) The following terms shall have the following meanings:

          “ Agreement ”: this Guarantee and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Borrowing Subsidiaries Obligations ”: the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of the Borrowing Subsidiaries (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrowing Subsidiary, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Specified Swap Agreement, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any Specified Swap Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by the Borrowing Subsidiaries pursuant to the terms of any of the foregoing agreements). “Borrowing Subsidiaries Obligations” shall be read as collectively referring to the Borrowing Subsidiaries Obligations of all Borrowing Subsidiaries, except when the context suggests it is referring only to the Borrowing Subsidiaries Obligations of an individual Borrowing Subsidiary.

          “ Collateral ”: as defined in Section 3.

          “ Collateral Account ”: any collateral account established by the Administrative Agent as provided in Section 6.1.

          “ Company Obligations ”: the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of the Company (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Specified Swap Agreement, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any Specified Swap Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by the Company pursuant to the terms of any of the foregoing agreements).

          “ Foreign Debt Guarantors ”: the collective reference to each Grantor.

          “ Foreign Subsidiary ”: any Subsidiary organized under the laws of any jurisdiction outside the United States of America.

          “ Foreign Subsidiary Voting Stock ”: the voting Capital Stock of any Foreign Subsidiary.

          “ Guarantor Obligations ”: with respect to any Guarantor, the collective reference to all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement or any other Loan Document or any Specified Swap Agreement to which such Guarantor is a party, in

each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).

          “ Guarantors ”: the collective reference to each Grantor, in its capacity as a U.S. Guarantor or as a Foreign Debt Guarantor.

          “ Intercompany Note ”: any promissory note evidencing loans or advances made by a Grantor to the Company or any of its Subsidiaries (but, in the case such promissory note is owing by an Unrestricted Subsidiary, only if it arises out of the sale of solar modules).

          “ Intercompany Receivable ”: any right to payment held by a Grantor for goods sold or leased or for services rendered or loans or funds advanced to the Company or any of its Subsidiaries (but, in the case such right to payment is owing by an Unrestricted Subsidiary, only if it arises out of the sale of solar modules), whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance.

          “ Investment Property ”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

          “ Issuers ”: the collective reference to each issuer of any Pledged Security.

          “ New York UCC ”: the Uniform Commercial Code as from time to time in effect in the State of New York.

          “ Obligations ”: (i) in the case of the Company, the Company Obligations, (ii) in the case of any Borrowing Subsidiary, the Borrowing Subsidiaries Obligations, and (iii) in the case of each Guarantor (including the Company and any Borrowing Subsidiary in its capacity as a Foreign Debt Guarantor), its Guarantor Obligations.

          “ Pledged Notes ”: all Intercompany Notes listed on Schedule 2 and all other Intercompany Notes at any time issued to any Grantor.

          “ Pledged Securities ”: the collective reference to the Pledged Notes and the Pledged Stock.

          “ Pledged Stock ”: the shares of Capital Stock listed on Schedule 2 , together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Restricted Subsidiary that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that in no event shall more than 66% of the total outstanding Foreign Subsidiary Voting Stock of any first-tier Foreign Subsidiary of a Grantor be pledged hereunder by any Grantor as collateral security for the payment and performance of the Company Obligations, the Borrowing Subsidiaries Obligations of any Domestic Subsidiary that is a Borrowing Subsidiary or the Guarantor Obligations.

          “ Proceeds ”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

          “ Secured Parties ”: the collective reference to the Administrative Agent, the Lenders, each Issuing Lender and any affiliate of any Lender to which Company Obligations, Borrowing Subsidiaries Obligations or Guarantor Obligations, as applicable, are owed.

          “ Securities Act ”: the Securities Act of 1933, as amended.

          “ U.S. Guarantor ”: the collective reference to each Grantor other than the Company.

     1.2 Other Definitional Provisions . (a) The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

     (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

     (c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

SECTION 2. GUARANTEE

     2.1 Guarantee of Company Obligations . (a) Each of the U.S. Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Company Obligations.

     (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each U.S. Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such U.S. Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.3).

     (c) Each U.S. Guarantor agrees that the Company Obligations may at any time and from time to time exceed the amount of the liability of such U.S. Guarantor hereunder without impairing the guarantee contained in this Section 2.1 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.

     (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Company Obligations and the obligations of each U.S. Guarantor under the guarantee contained in this Section 2.1 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Company may be free from any Company Obligations.

     (e) No payment made by the Company, any of the U.S. Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Company, any of the U.S. Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Company Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any U.S. Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such U.S. Guarantor in respect of the Company Obligations or any payment received or

collected from such U.S. Guarantor in respect of the Company Obligations), remain liable for the Company Obligations up to the maximum liability of such U.S. Guarantor hereunder until the Company Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments are terminated.

     2.2 Guarantee of Borrowing Subsidiaries Obligations . (a) Each of the Foreign Debt Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each Borrowing Subsidiary when due (whether at the stated maturity, by acceleration or otherwise) of the Borrowing Subsidiary Obligations.

     (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Foreign Debt Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Foreign Debt Guarantor under applicable federal or state laws (after giving effect to the right of contribution established in Section 2.3).

     (c) Each Foreign Debt Guarantor agrees that the Borrowing Subsidiaries Obligations may at any time and from time to time exceed the amount of the liability of such Foreign Debt Guarantor hereunder without impairing the guarantee contained in this Section 2.2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.

     (d) The guarantee contained in this Section 2.2 shall remain in full force and effect until all the Borrowing Subsidiaries Obligations and the obligations of each Foreign Debt Guarantor under the guarantee contained in this Section 2.2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowing Subsidiaries may be free from any Borrowing Subsidiaries Obligations.

     (e) No payment made by the Borrowing Subsidiaries, any of the Foreign Debt Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrowing Subsidiaries, any of the Foreign Debt Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrowing Subsidiaries Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Foreign Debt Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Foreign Debt Guarantor in respect of the Borrowing Subsidiaries Obligations or any payment received or collected from such Foreign Debt Guarantor in respect of the Borrowing Subsidiaries Obligations), remain liable for the Borrowing Subsidiaries Obligations up to the maximum liability of such Foreign Debt Guarantor hereunder until the Borrowing Subsidiaries Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments are terminated.

     2.3 Right of Contribution .

     (a) Each U.S. Guarantor hereby agrees that to the extent that a U.S. Guarantor shall have paid more than its proportionate share of any payment made hereunder pursuant to the guarantee contained in Section 2.1, such U.S. Guarantor shall be entitled to seek and receive contribution from and against any other U.S. Guarantor hereunder which has not paid its proportionate share of such payment. Each U.S. Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.4. The provisions of this Section 2.3(a) shall in no respect limit the obligations and liabilities of any U.S. Guarantor to the Administrative Agent and the Lenders, and each U.S. Guarantor shall remain liable to

the Administrative Agent and the Lenders for the full amount guaranteed by such U.S. Guarantor hereunder.

     (b) Each Foreign Debt Guarantor hereby agrees that to the extent that a Foreign Debt Guarantor shall have paid more than its proportionate share of any payment made hereunder pursuant to the guarantee contained in Section 2.2, such Foreign Debt Guarantor shall be entitled to seek and receive contribution from and against any other Foreign Debt Guarantor hereunder which has not paid its proportionate share of such payment. Each Foreign Debt Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.4. The provisions of this Section 2.3(b) shall in no respect limit the obligations and liabilities of any Foreign Debt Guarantor to the Administrative Agent and the Lenders, and each Foreign Debt Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Foreign Debt Guarantor hereunder.

     2.4 No Subrogation . Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Company or the Borrowing Subsidiaries, as applicable, or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Company Obligations or the Borrowing Subsidiaries Obligations, as applicable, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or the Borrowing Subsidiaries, as applicable, or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders on account of the Company Obligations or the Borrowing Subsidiaries Obligations, as applicable, are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Company Obligations or Borrowing Subsidiaries Obligations, as applicable, shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Company Obligations or the Borrowing Subsidiaries Obligations, as applicable, whether matured or unmatured, in such order as the Administrative Agent may determine.

     2.5 Amendments, etc. with respect to the Company Obligations and the Borrowing Subsidiaries Obligations . Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Company Obligations or Borrowing Subsidiaries Obligations, as applicable, made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Company Obligations or Borrowing Subsidiaries Obligations, as applicable, continued, and the Company Obligations or the Borrowing Subsidiary Obligations, as applicable, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Company Obligations and the Borrowing Subsidiary Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Company Obligations

or Borrowing Subsidiaries Obligations or for the guarantees contained in this Section 2 or any property subject thereto.

     2.6 Guarantee Absolute and Unconditional . Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Company Obligations or Borrowing Subsidiaries Obligations, as applicable, and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantees contained in this Section 2 or acceptance of the guarantees contained in this Section 2; the Company Obligations and the Borrowing Subsidiary Obligations, as applicable, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees contained in this Section 2; and all dealings between the Company or the Borrowing Subsidiaries, as applicable, and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or the Borrowing Subsidiaries, as applicable or any of the Guarantors with respect to the Company Obligations or the Borrowing Subsidiaries Obligations, as applicable. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Company Obligations or Borrowing Subsidiary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company or the Borrowing Subsidiaries, as applicable, or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or the Borrowing Subsidiaries, as applicable, or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Company Obligations or of the Borrowing Subsidiaries for the Borrowing Subsidiaries Obligations, as applicable, or of such Guarantor under the guarantees contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Company or the Borrowing Subsidiaries, as applicable, any other Guarantor or any other Person or against any collateral security or guarantee for the Company Obligations or the Borrowing Subsidiary Obligations, as applicable, or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company or the Borrowing Subsidiaries, as applicable, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company or the Borrowing Subsidiaries, as applicable, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

     2.7 Reinstatement . The guarantees contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Company Obligations or any of the Borrowing Subsidiaries Obligations, as applicable, is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any Borrowing Subsidiary, as applicable, or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any Borrowing Subsidiary, as applicable

or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

     2.8 Payments . Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars or Euros pursuant to the Credit Agreement at the applicable Funding Office specified in the Credit Agreement.

SECTION 3. GRANT OF SECURITY INTEREST

          Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations, hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in (i) all Intercompany Receivables, (ii) all Pledged Securities, and (iii) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “ Collateral ”); provided, however , that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Pledged Security any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law.

SECTION 4. REPRESENTATIONS AND WARRANTIES

          To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Company and the Borrowing Subsidiaries thereunder, each Grantor hereby represents and warrants to the Administrative Agent and each Lender that:

     4.1 Title; No Other Liens . Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or o