Contract analysis

Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the following meanings: "Administrative Agent" means Heartland Commerce Bank, N.A., in its capacity as administrative agent under the Credit Agreement, together with any successors and assigns in such capacity. "Agreement" means this Pledge Agreement, as the same may be amended, restated, supplemented, or otherwise modified from tim

Section 1.02 Credit Agreement Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in the Credit Agreement, and the rules of construction set forth in the Credit Agreement shall apply to this Agreement mutatis mutandis.

Section 1.03 UCC Definitions. Terms defined in the UCC and not otherwise defined herein or in the Credit Agreement shall have the meanings set forth in the UCC as in effect on the date hereof; provided, however, that if a term is defined in Article 9 of the UCC differently from the way it is defined in another Article of the UCC, the term shall have the meaning specified in Article 9.

Section 1.04 Rules of Construction. Unless the context of this Agreement otherwise clearly requires, (a) references to the plural include the singular, and references to the singular include the plural, (b) references to any gender include the other genders, (c) the words "include," "includes," and "including" do not limit the preceding terms or words and shall be deemed to be followed by the words "without limitatio

ARTICLE II PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.01 Pledge and Grant. As security for the prompt and complete payment, performance, and observance of all Obligations, the Pledgor hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority continuing security interest in and lien upon all of the Pledgor's right, title, and interest in, to, and under the following, whether now o

Section 2.02 Security for Obligations. The Pledged Collateral secures the prompt and complete payment, performance, and observance of all Obligations, including, without limitation, (a) all loans, advances, and extensions of credit made by the Lenders to the Borrower under the Credit Agreement, (b) all accrued and unpaid interest on such loans and advances (including interest accruing at the default rate and interest

Section 2.03 Continuing Security Interest. The pledge and security interest granted hereby shall be a continuing security interest and shall remain in full force and effect until the Termination Date (as defined in Section 9.03 hereof). The pledge and security interest granted hereby shall not be affected, modified, or impaired by (a) any renewal, extension, increase, or modification of the Obligations, (b) any surre

ARTICLE III DELIVERY OF PLEDGED COLLATERAL

Section 3.01 Delivery of Certificates and Instruments. (a) GCI Stock. On or prior to the Closing Date, the Pledgor shall deliver to the Collateral Agent all certificates, if any, representing the GCI Stock, in each case accompanied by duly executed undated stock powers or instruments of transfer executed in blank by the Pledgor, in form and substance reasonably satisfactory to the Collateral Agent and its counsel. If

Section 3.02 Uncertificated Interests. To the extent the GGS Membership Interests are not represented by certificates and are not securities within the meaning of Article 8 of the UCC, the Pledgor shall: (a) cause the Collateral Agent's security interest to be noted on the books and records of GGS and cause GGS to register such security interest in such manner as the Collateral Agent may reasonably require; (b) deliv

Section 3.03 Additional Pledged Equity. If at any time after the date hereof the Pledgor shall acquire or become entitled to any additional equity interests in GGS, GCI, or any other subsidiary (whether by way of stock dividend, stock split, reclassification, reorganization, conversion, exchange, or otherwise), the Pledgor shall promptly (and in any event within ten (10) business days after such acquisition or entitl

ARTICLE IV REPRESENTATIONS AND WARRANTIES The Pledgor hereby represents and warrants to the Collateral Agent and the Secured Parties, as of the date hereof and as of the Closing Date, as follows:

Section 4.01 Organization and Standing of Pledgor. The Pledgor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa (Iowa Secretary of State Filing No. 622847; EIN: 47-3918265). The Pledgor's principal place of business is located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309. The Pledgor's registered agent for service of proces

Section 4.02 Authorization; Enforceability. The Pledgor has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Pledgor have been duly authorized by all necessary limited liability company action on the part of the Pledgor, including the approval of its sole member, Greenfield Holdin

Section 4.03 No Conflicts. The execution, delivery, and performance by the Pledgor of this Agreement, the granting of the security interests hereunder, and the consummation of the transactions contemplated hereby do not and will not (a) violate or conflict with the Certificate of Organization, Operating Agreement, or any other organizational documents of the Pledgor, GGS, or GCI, (b) violate or conflict with any appl

Section 4.04 Ownership of Pledged Equity. (a) The Pledgor is the sole record and beneficial owner of 100% of the GGS Membership Interests, free and clear of all liens, security interests, pledges, encumbrances, claims, options, warrants, restrictions on transfer, or other rights of any kind, except for (i) the lien and security interest created by this Agreement and the other Loan Documents, and (ii) the existing lie

Section 4.05 Description of Pledged Equity. The GGS Membership Interests and the GCI Stock are accurately and completely described on Schedule I hereto. GGS is a wholly owned subsidiary of GAP. GCI is a wholly owned subsidiary of GAP. GCI has its principal place of business at 780 Commerce Drive, Bloomington, Illinois 61701 (Illinois Secretary of State File No. 08294731). The information set forth on Schedule I is tr

Section 4.06 Validity and Perfection. This Agreement creates a valid and enforceable security interest in the Pledged Collateral in favor of the Collateral Agent for the benefit of the Secured Parties. Upon (i) the filing of UCC-1 financing statements with the Iowa Secretary of State naming the Pledgor as debtor and the Collateral Agent as secured party and describing the Pledged Collateral, (ii) the delivery to the

Section 4.07 No Consents Required. No consent, approval, authorization, or order of, or filing, recording, or registration with, any governmental authority, regulatory body, or other person (including any member, manager, director, shareholder, or partner of the Pledgor or any Issuer) is required for (a) the execution, delivery, and performance by the Pledgor of this Agreement, (b) the granting by the Pledgor of the

Section 4.08 Jurisdiction and Chief Executive Office. (a) The Pledgor's jurisdiction of organization is the State of Iowa. The Pledgor's chief executive office and principal place of business is located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309. (b) GGS's jurisdiction of organization is the State of Iowa. GGS's chief executive office and principal place of business is located at 4100 Grand Pr

Section 4.09 No Prior Assignments. The Pledgor has not previously pledged, assigned, hypothecated, or granted any security interest in any of the Pledged Collateral to any person other than Prairie National Bank, N.A. pursuant to the existing revolving credit facility referenced in Recital D (which pledge and security interest shall be released and terminated concurrently with the closing of the transactions contempl

Section 4.10 Compliance with Securities Laws. The Pledged Equity is exempt from registration under applicable federal and state securities laws, and no consent of, or filing with, the United States Securities and Exchange Commission or any state securities commission is required in connection with the execution and delivery of this Agreement or the creation or perfection of the security interests granted hereunder. T

ARTICLE V COVENANTS The Pledgor hereby covenants and agrees with the Collateral Agent and the Secured Parties as follows:

Section 5.01 Protection of Security Interest. The Pledgor shall, at its own cost and expense, take all actions necessary or reasonably requested by the Collateral Agent to maintain and protect the first-priority security interest of the Collateral Agent in the Pledged Collateral, including, without limitation, (a) executing, delivering, and filing, or causing to be executed, delivered, and filed, all UCC financing st

Section 5.02 No Disposition. The Pledgor shall not, without the prior written consent of the Collateral Agent, sell, transfer, assign, exchange, pledge, hypothecate, or otherwise dispose of, or grant any option, warrant, right of first refusal, or other right with respect to, any of the Pledged Collateral, except as expressly permitted by the Credit Agreement (including, without limitation, any Permitted Dispositions

Section 5.03 No Additional Liens. The Pledgor shall not create, incur, assume, or permit to exist any lien, security interest, pledge, charge, encumbrance, or claim on or with respect to any of the Pledged Collateral, other than (a) the lien and security interest created by this Agreement, and (b) Permitted Liens (as defined in the Credit Agreement). The Pledgor shall defend the Pledged Collateral against, and take s

Section 5.04 Preservation of Existence and Value. The Pledgor shall: (a) preserve and maintain, and cause each Issuer to preserve and maintain, the corporate or limited liability company existence of each Issuer in good standing under the laws of its jurisdiction of organization, and qualify and remain qualified, and cause each Issuer to qualify and remain qualified, as a foreign entity in each jurisdiction where the

Section 5.05 Maintenance of Records. The Pledgor shall maintain complete and accurate books and records of all Pledged Equity, including records identifying the type, amount, and percentage of equity interests constituting the Pledged Equity, and shall permit the Collateral Agent and its designated representatives (including accountants, auditors, and legal counsel) to inspect, examine, and make copies of and abstrac

Section 5.06 Payment of Taxes and Claims. The Pledgor shall cause each Issuer to pay and discharge, when due, all taxes, assessments, and governmental charges or levies imposed upon it or upon its income, profits, or property, and all lawful claims for labor, materials, and supplies that, if unpaid, might by law become a lien upon the property of such Issuer, except where (a) the validity or amount thereof is being c

Section 5.07 Further Assurances. The Pledgor shall, at its own cost and expense, promptly execute and deliver, and cause each Issuer to execute and deliver, to the Collateral Agent such additional instruments, documents, certificates, agreements, and other writings, and take or cause to be taken such further actions, as the Collateral Agent may from time to time reasonably request to carry out the purposes and intent

Section 5.08 Notification of Changes. The Pledgor shall provide the Collateral Agent with at least thirty (30) days' prior written notice of any change in: (a) the Pledgor's legal name (including any change by reason of merger, consolidation, conversion, or other reorganization); (b) the Pledgor's jurisdiction of organization; (c) the Pledgor's chief executive office, principal place of business, or mailing address;

Section 5.09 Distributions. (a) Pre-Default Distributions. So long as no Event of Default has occurred and is continuing (or would result therefrom), the Pledgor shall be entitled to receive and retain all cash dividends and distributions paid on or in respect of the Pledged Equity, subject to compliance with the distribution limitations set forth in the Credit Agreement, including, without limitation, the requiremen

Section 5.10 Compliance with Issuer Organizational Documents. The Pledgor shall comply in all material respects with the terms and conditions of the operating agreement of GGS and the certificate of incorporation and bylaws of GCI, in each case to the extent applicable to the Pledgor's ownership of the Pledged Equity, and shall not take any action or fail to take any action that would constitute a breach or default u

Section 6.01 Voting Rights Prior to Event of Default. So long as no Event of Default has occurred and is continuing, the Pledgor shall be entitled to exercise any and all voting rights, consensual rights, and other management rights pertaining to the Pledged Equity for any purpose not inconsistent with the terms and provisions of this Agreement, the Credit Agreement, or the other Loan Documents, and not in any manner

Section 6.02 Voting Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default: (a) All rights of the Pledgor to exercise the voting and consensual rights that the Pledgor would otherwise be entitled to exercise pursuant to Section 6.01 hereof shall, at the option of the Collateral Agent (acting at the direction of the Required Lenders), cease, and all such rights shall thereu

Section 7.01 Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement: (a) The Collateral Agent may exercise all rights and remedies available to a secured party under the UCC, under any other applicable law, and under this Agreement and the other Loan Documents. All rights and remedies of the Collateral Agent shall be cumulative and may be exercis

Section 7.02 Sale of Pledged Collateral. (a) The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to sell, assign, transfer, or otherwise dispose of all or any part of the Pledged Collateral at one or more public or private sales or other dispositions, for cash, credit, or any combination thereof, at such prices as the Collateral Agent may deem best, in its

Section 7.03 Application of Proceeds. The proceeds of any sale, disposition, or other realization upon all or any part of the Pledged Collateral shall be applied by the Collateral Agent as follows: First: to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent in connection with such sale, disposition, or other realization, including, without limitation, all c

Section 7.04 Registration Rights Waiver. The Pledgor acknowledges that the Collateral Agent's exercise of remedies hereunder may involve the sale of the Pledged Equity in transactions that do not comply with the registration requirements of the Securities Act or applicable state securities laws. The Pledgor agrees not to assert, and hereby waives, any claims against the Collateral Agent or any Secured Party arising f

Section 7.05 Cumulative Remedies. All rights and remedies of the Collateral Agent hereunder are cumulative and not exclusive of any other rights or remedies that the Collateral Agent or any Secured Party may have under the Credit Agreement, the Security Agreement, the Guaranty, the Mortgages, or any other Loan Document, or under applicable law, whether at law, in equity, or otherwise. The exercise of any one or more

ARTICLE VIII THE COLLATERAL AGENT

Section 8.01 Appointment and Authority. Reference is hereby made to the Credit Agreement for provisions relating to the appointment and authority of Heartland Commerce Bank, N.A. as Collateral Agent. The Collateral Agent acts hereunder for the benefit of the Secured Parties and is authorized to take all actions and to exercise all powers hereunder that are expressly delegated to the Collateral Agent by the terms here

Section 8.02 Collateral Agent's Duties. The Collateral Agent shall not have any duty or obligation to exercise any right, power, or remedy granted to it hereunder, or to take any action with respect to the Pledged Collateral, except as expressly directed in writing by the Required Lenders (or such other percentage of Lenders as may be required under the Credit Agreement), and then only if the Collateral Agent shall h

Section 8.03 Exculpation. The Collateral Agent shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement, except for its own gross negligence or willful misconduct (each as determined by a court of competent jurisdiction in a final, non-appealable judgment). Without limiting the generality of the foregoing, the Collateral Agent (a) may rely upon any notice, conse

Section 8.04 Successor Collateral Agent. Any successor Collateral Agent appointed pursuant to the provisions of the Credit Agreement shall thereupon succeed to and become vested with all of the rights, powers, privileges, duties, and obligations of the Collateral Agent under this Agreement, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral A

Section 9.01 Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be given and delivered in accordance with the notice provisions of Section [__] of the Credit Agreement. All such notices shall be addressed as follows (or to such other address as may be designated by a party in a written notice to

Section 9.02 Amendments and Waivers. No amendment, modification, supplement, termination, or waiver of or to any provision of this Agreement, and no consent to any departure by the Pledgor therefrom, shall be effective unless the same shall be in writing and signed by the Pledgor and the Collateral Agent (with the consent of the Required Lenders to the extent required under the Credit Agreement), and then such amendm

Section 9.03 Termination; Release. This Agreement and the pledge, security interest, and liens created hereunder shall terminate, and the Pledged Collateral shall be released from the liens and security interests created hereby, upon the first date (the "Termination Date") on which all of the following conditions shall have been satisfied: (a) all Obligations shall have been irrevocably paid in full in cash (other th

Section 9.04 Successors and Assigns. This Agreement shall be binding upon the Pledgor and its successors and assigns, and shall inure to the benefit of the Collateral Agent, the Secured Parties, and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing sentence, the Collateral Agent may assign or otherwise transfer all or any portion of its rights and obligations unde

Section 9.05 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION; PROVIDED, HOWEVER, THAT (A) THE CREATION, ATTACHMENT, PERFECTION, AND PRIORITY OF THE SEC

Section 9.06 Submission to Jurisdiction; Venue. Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of Illinois sitting in Cook County, Illinois, and of the United States District Court for the Northern District of Illinois (sitting in Chicago, Illinois), and any appellate court from any thereof, in any action or proceeding a

Section 9.07 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRRE