Open-Ended Mortgage, Security Agreement, Assignment of Rents and Leases and
      Fixture Filing - E.D. Edwards


    Exhibit
      10.4

    

      
        	
                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                This
                  space reserved for Recorder’s use
                  only.

              


      

    

     

     

    OPEN-ENDED
      MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS

    AND
      LEASES AND FIXTURE FILING (ILLINOIS) 

     

    by
      and from

     

    AMERENENERGY
      RESOURCES GENERATING COMPANY, “Mortgagor”

     

    to

     

    THE
      BANK OF NEW YORK TRUST COMPANY, N.A., in
      its capacity as Agent,
      “Agent”

     

    Dated
      as of July 14, 2006

     

    
      	
              Location:

            	
              7800
                S. Cilco Road

            
	
              Municipality:

            	
              Bartonville

            
	
              County:

            	
              Peoria

            
	
              State:

            	
              Illinois

            
	
              P.I.N.
                Nos.:

            	
              20-14-200-001,
                

              20-14-200-002,
                

              20-14-200-003

            


    

     

    THE
      SECURED PARTY (MORTGAGEE) DESIRES THIS FIXTURE FILING 

    TO
      BE INDEXED AGAINST THE RECORD OWNER OF THE REAL ESTATE
      DESCRIBED

    HEREIN.

     

    PREPARED
      BY, RECORDING REQUESTED BY,

    AND
      WHEN RECORDED MAIL TO:

     

    AMERENENERGY
      RESOURCES GENERATING COMPANY

    1901
      Chouteau Avenue

    St.
      Louis, Missouri 63103

    Attention:
      Craig W. Stensland

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    OPEN-ENDED
      MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS

    AND
      LEASES AND FIXTURE FILING

     

    THIS
      OPEN-ENDED MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND
      FIXTURE FILING (ILLINOIS)
      (this
“Mortgage”)
      is
      dated as of July 14, 2006, by and from AMERENENERGY RESOURCES GENERATING
      COMPANY, an Illinois corporation (“Mortgagor”),
      whose
      address is 1901 Chouteau Avenue, St. Louis, Missouri 63103, to THE BANK OF
      NEW
      YORK TRUST COMPANY, N.A., as collateral agent (in such capacity, “Agent”)
      for the
      Secured Parties as defined in the Collateral Agency Agreement (as defined
      below), having an address at 911 Washington Avenue, Suite 300, St. Louis,
      Missouri 63101 (Agent, together with its successors and assigns, “Mortgagee”).

     

    WITNESSETH:

     

    WHEREAS,
      Mortgagor, Agent and other Secured Parties have entered into that certain
      Collateral Agency Agreement dated as of July 14, 2006 (as amended, amended
      and
      restated, supplemented or otherwise modified from time to time, the
“Collateral
      Agency Agreement”);

     

    WHEREAS,
      as a condition to the extension of those certain loans, credit facilities,
      letters of credit and other financial accommodations to Mortgagor, the Secured
      Parties require, among other things, that Mortgagor enter into this Mortgage
      and
      grant to Mortgagee the liens and security interests referred to herein to secure
      the payment and performance of the Obligations (as defined in the Collateral
      Agency Agreement) of Mortgagor, including but not limited to the payment of
      the
      principal amount, together with interest thereon, of all present and future
      advances of money (including the reborrowing of principal previously repaid)
      made by the Mortgagee and the Secured Parties to the Mortgagor; and

     

    WHEREAS,
      pursuant to the requirement set out above, Mortgagor wishes to mortgage and
      assign to Mortgagee its interest in the Mortgaged Property (as defined below)
      as
      security for the performance of the Obligations of Mortgagor.

     

    NOW
      THEREFORE, in consideration of the foregoing recitals, which are incorporated
      into the operative provisions of this Mortgage by this reference, and for other
      good and valuable consideration, the receipt and adequacy of which are hereby
      conclusively acknowledged, Mortgagor hereby represents and warrants to and
      covenants and agrees with Mortgagee as follows:

     

    ARTICLE
      1

    DEFINITIONS

     

    Section
      1.1  Definitions.
      All
      capitalized terms used herein without definition shall have the respective
      meanings ascribed to them in the Collateral Agency Agreement. As used herein,
      the following terms shall have the following meanings:

     

    (a)  “Event
      of Default”:
      (1) The
      occurrence of an Event of Default under and as defined in the Collateral Agency
      Agreement; or (2) the default by Mortgagor in the observance or performance
      of
      any covenant, condition or agreement expressly set forth in this Mortgage and
      the continuance of such default unremedied for a period of thirty (30) days
      after written notice thereof shall have been given to Mortgagor by
      Mortgagee.

     

    (b)  “Excluded
      Property”:
      Any and
      all property described in clauses 5 and 7 of the definition of “Mortgaged
      Property” which is not assignable without the prior consent, approval or other


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    action
      by
      a third party, is otherwise subject to a restriction or prohibition on
      assignment or is subject to termination upon assignment. 

     

    (c)  “Mortgaged
      Property”:
      All of
      Mortgagor’s right, title and interest in and to (1) the fee interest in the real
      property described in Exhibit
      A
      attached
      hereto and incorporated herein by this reference, together with any greater
      estate therein as hereafter may be acquired by Mortgagor (the “Land”),
      (2)
      all improvements now owned or hereafter acquired by Mortgagor, now or at any
      time situated, placed or constructed upon the Land (the “Improvements”;
      the
      Land and Improvements are collectively referred to as the “Premises”),
      (3)
      all fixtures of every kind and type, including without limitation, materials,
      supplies, equipment, apparatus and other similar items now owned or hereafter
      acquired by Mortgagor and attached to or installed on any of the Improvements
      or
      the Land, and water, gas, electrical, telephone, storm and sanitary sewer
      facilities and all other utilities whether or not situated in easements (the
      “Fixtures”),
      (4)
      all equipment (as defined in the UCC) constituting items of personal property
      and used in connection with the Mortgagor’s operations at the Premises (the
“Personalty”),
      (5)
      all leases, licenses, concessions, occupancy agreements or other agreements
      (written or oral, now or at any time in effect) which grant to any person a
      possessory interest in, or the right to use, all or any part of the Mortgaged
      Property, together with all related security and other deposits, excluding,
      however, any thereof constituting Excluded Property (the “Leases”),
      (6)
      all of the rents, revenues, royalties, income, proceeds, profits and other
      benefits paid or payable by parties to the Leases for using, leasing, licensing
      possessing, operating from, residing in, selling or otherwise enjoying the
      Mortgaged Property (the “Rents”),
      (7)
      all air rights, mineral rights, water rights, oil and gas rights, development
      rights, if any, together with all rights, privileges, tenements, hereditaments,
      rights-of-way, easements, appendages and appurtenances appertaining to the
      foregoing, excluding, however, any thereof constituting Excluded Property,
      (8)
      all property tax refunds payable with respect to the Mortgaged Property (the
      “Tax
      Refunds”),
      (9)
      all accessions, replacements, additions, renewals and substitutions for any
      of
      the foregoing and all proceeds thereof (the “Proceeds”),
      (10)
      all insurance policies, unearned premiums therefor and proceeds from such
      policies covering any of the above property now or hereafter acquired by
      Mortgagor (the “Insurance”),
      (11)
      all awards, damages, remunerations, reimbursements, settlements or compensation
      heretofore made or hereafter to be made by any governmental authority pertaining
      to any condemnation or other taking (or any purchase in lieu thereof) of all
      or
      any portion of the Land, Improvements, Fixtures or Personalty (the “Condemnation
      Awards”),
      and
      (12) to the extent assignable, all consents, licenses, building permits,
      certificates of occupancy and other governmental approvals relating to the
      Premises and Improvements, all construction, engineering, consulting,
      architectural and other similar contracts concerning the design and construction
      of the Premises and Improvements, all drawings, plans, specifications, and
      similar or related items relating to the Premises and Improvements, and all
      payment and performance bonds or warranties or guarantees relating to the
      foregoing (the “Permits,
      Plans and Warranties”).
      As
      used in this Mortgage, the term “Mortgaged Property” shall mean all or, where
      the context permits or requires, any portion of the above or any interest
      therein.

     

    (d)  “Permitted
      Liens”:
      The
      following Liens, if any, (1) Liens securing the Obligations of Mortgagor
      hereunder and in the Collateral Agency Agreement; (2) Liens for taxes,
      assessments or governmental charges or levies on the Premises if the same shall
      not at the time be delinquent or thereafter can be paid without penalty, or
      are
      being contested in good faith and by appropriate proceedings and for which
      adequate reserves in accordance with generally accepted accounting principles
      shall have been set aside on its books; (3) Liens imposed by law, such as
      landlords’, wage earners’, carriers’, warehousemen’s and mechanics liens and
      other similar liens arising in the ordinary course of business which secure
      payment of obligations not more than sixty (60) days past due or which are
      being
      contested in good faith by appropriate proceedings and for which adequate
      reserves in accordance with generally accepted accounting principles shall
      have
      been set aside on its books; (4) easements, reservations, rights-of-way,
      restrictions, survey exceptions and other similar encumbrances as to real
      property which customarily exist on properties of corporations engaged in
      similar activities and

     

    
      
        
        

      

      
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    similarly
      situated and which do not materially interfere with the conduct of the business
      of Mortgagor conducted at the Premises; (5) Liens arising out of judgments
      or
      awards not exceeding $25,000,000 in aggregate for Mortgagor and its subsidiaries
      with respect to which appeals are being diligently pursued in good faith by
      appropriate proceedings, and, pending the determination of such appeals, such
      judgments or awards having been effectively stayed; (6) Liens approved by
      Mortgagee in writing; (7) any zoning or similar law or right reserved to or
      vested in any governmental office or agency to control or regulate the use
      of
      any property; (8) Liens securing obligations (other than obligations
      representing indebtedness for borrowed money) under operating reciprocal
      easements or similar arrangements entered into in the ordinary course of
      business; (9) undetermined Liens and charges incidental to construction;
      (10) Liens on any assets securing indebtedness (including capital leases)
      incurred or assumed for the purpose of financing or refinancing all or any
      part
      of the cost of acquiring or constructing such asset, provided that such Lien
      attaches to such asset concurrently with or within eighteen (18) months after
      the acquisition or completion of construction thereof; (11) Liens existing
      on any assets of any Person at the time such Person is merged or consolidated
      with or into the Mortgagor and not created in contemplation of such event;
      (12) Liens existing on any assets prior to the acquisition thereof and not
      created in contemplation thereof, provided that such Liens do not encumber
      any
      other property or assets; and (13) Liens arising out of the refinancing,
      extension, renewal or refunding of any indebtedness secured by any Lien
      permitted by any of the above clauses, provided that such indebtedness is not
      secured by any additional assets and the amount of indebtedness secured by
      any
      such Lien is not increased.

     

    ARTICLE
      2

    GRANT

     

    Section
      2.1  Grant.
      To
      secure the full and timely payment of the Obligations, Mortgagor MORTGAGES,
      GRANTS, BARGAINS, ASSIGNS, SELLS, CONVEYS and CONFIRMS, to Mortgagee the
      Mortgaged Property, subject, however, only to the matters that are set forth
      on
Exhibit
      B
      attached
      hereto (the “Permitted
      Encumbrances”)
      and to
      Permitted Liens, TO HAVE AND TO HOLD the Mortgaged Property to Mortgagee, and
      Mortgagor does hereby bind itself, its successors and assigns to WARRANT AND
      FOREVER DEFEND the title to the Mortgaged Property unto Mortgagee.

     

    ARTICLE
      3

    WARRANTIES,
      REPRESENTATIONS AND COVENANTS

     

    Mortgagor
      warrants, represents and covenants to Mortgagee as follows:

     

    Section
      3.1  Title
      to Mortgaged Property and Lien of this Instrument.
      Mortgagor has fee simple title to the Premises and good and marketable title
      to
      the other Mortgaged Property, in each case free and clear of any liens, claims
      or interests, except the Permitted Encumbrances and the Permitted Liens. Subject
      to the terms hereof, this Mortgage creates valid, enforceable first priority
      liens and security interests against the Mortgaged Property.

     

    Section
      3.2  Lien
      Status.
      Mortgagor shall preserve and protect the lien and security interest status
      of
      this Mortgage. If any lien or security interest other than a Permitted
      Encumbrance or a Permitted Lien is asserted against the Mortgaged Property,
      Mortgagor shall promptly, and at its expense, (a) give Mortgagee a detailed
      written notice of such lien or security interest (including origin, amount
      and
      other terms), and (b) pay the underlying claim in full or take such other action
      so as to cause it to be released or contest the same in compliance with the
      requirements of the Collateral Agency Agreement.

     

    Section
      3.3  Inspection.
      Mortgagor shall permit Mortgagee and its respective agents, representatives
      and
      employees, upon reasonable prior notice to Mortgagor, to inspect the


     

    
      
        
        

      

      
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    Mortgaged
      Property, as Mortgagee may reasonably require, provided that such inspections
      and studies shall not materially interfere with the use and operation of the
      Mortgaged Property.

     

    Section
      3.4  Insurance;
      Insurance Proceeds and Condemnation Awards.

     

    (a)  Insurance.
      Mortgagor shall maintain or cause to be maintained, with financially sound
      and
      reputable insurers, insurance with respect to the Mortgaged Property against
      loss or damage of the kinds, and subject to such deductibles and self-insurance,
      customarily carried or maintained under similar circumstances by corporations
      of
      established reputation engaged in similar businesses. Each such policy of
      insurance shall name Mortgagee as the loss payee (or, in the case of liability
      insurance, an additional insured) thereunder for the ratable benefit of the
      Secured Parties, and shall provide for at least thirty (30) days’ prior written
      notice of any material modification or cancellation of such policy. In addition
      to the foregoing, if any portion of the Mortgaged Property is located in an
      area
      identified by the Federal Emergency Management Agency as an area having special
      flood hazards and in which flood insurance has been made available under the
      National Flood Insurance Act of 1968 (or any amendment or successor act
      thereto), then Mortgagor shall maintain, or cause to be maintained, with a
      financially sound and reputable insurer, flood insurance in an amount sufficient
      to comply with all applicable rules and regulations promulgated pursuant to
      such
      Act.

     

    (b)  Insurance
      Proceeds.
      Mortgagor assigns to Mortgagee all proceeds of any insurance policies insuring
      against loss or damage to the Mortgaged Property. Mortgagor shall give Mortgagee
      prompt notice of any loss covered by insurance. Mortgagee shall have the
      exclusive right to adjust any losses claimed under any such insurance policies
      in excess of $10,000,000 (or any amount after the occurrence and during the
      continuation of an Event of Default) (a “Material
      Award”)
      in a
      manner reasonably acceptable to Mortgagor. Any Material Award received as
      payment for any loss under any insurance policy mentioned above (other than
      liability insurance policies) shall be paid over to Mortgagee to be held in
      trust for the benefit of Mortgagor and shall be released to Mortgagor on a
      percentage completion basis for the repair, replacement or restoration of the
      Mortgaged Property, all in accordance with customary construction escrow
      procedures. Any amount received from such insurance policies that is not a
      Material Award shall be paid to and may be retained by Mortgagor. Any excess
      Material Award remaining after such repair, replacement or restoration shall
      be
      released to the Mortgagor, provided that if an Event of Default shall have
      occurred and be continuing, such excess shall be applied as a prepayment of
      the
      Obligations. Any such repair, replacement or restoration shall be effected
      with
      reasonable promptness.

     

    (c)  Condemnation
      Awards.
      Mortgagor assigns all Condemnation Awards to Mortgagee and authorizes Mortgagee
      to collect and receive such Condemnation Awards and to give proper receipts
      and
      acquittances therefor. Any amount received as an award for eminent domain that
      is not a Material Award shall be paid to and may be retained by Mortgagor.
      Any
      such amount that is a Material Award shall be held in trust for the benefit
      of
      Mortgagor and shall be released to Mortgagor on a percentage completion basis
      for the repair, replacement or restoration of the Mortgaged Property, all in
      accordance with customary construction escrow procedures. Any excess Material
      Award remaining after such repair, replacement or restoration shall be released
      to the Mortgagor, provided that if an Event of Default shall have occurred
      and
      be continuing, such excess shall be applied as a prepayment of the
      Obligations.

     

    Section
      3.5  Use
      Violations.
      Except
      as may be expressly permitted by the terms of the Collateral Agency Agreement
      or
      this Mortgage, Mortgagor shall not use, maintain, operate or occupy, or allow
      the use, maintenance, operation or occupancy of the Mortgaged Property in any
      manner which violates in any material respect any applicable laws, or will
      invalidate any insurance coverage required to be carried hereunder. Mortgagor
      shall not commit or permit any waste of the

     

    
      
        
        

      

      
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    Mortgaged
      Property or any part thereof. Mortgagor shall not abandon the Mortgaged Property
      or leave the Mortgaged Property unprotected, unguarded, vacant or deserted,
      and
      shall not allow any of the Mortgaged Property to be misused, abused or wasted,
      or to deteriorate (ordinary wear and tear excepted).

     

    Section
      3.6  Maintenance,
      Repair and Restoration.
      Mortgagor shall keep the Mortgaged Property in good condition, order, repair
      and
      operating condition (ordinary wear and tear excepted) appropriate for comparable
      properties of similar construction, causing all necessary repairs, alterations,
      renewals, replacements, additions, betterments and improvements to be made
      promptly thereto. Subject to the terms hereof and of the Collateral Agency
      Agreement, Mortgagor shall promptly repair, restore or rebuild (or cause the
      same to be done) any of the Mortgaged Property which may become damaged or
      be
      destroyed from any cause whatsoever and pay when due all claims for labor
      performed and materials furnished therefore; provided, however, Mortgagor shall
      not be required to repair, restore, or rebuild any of the Mortgaged Property
      not
      then used or useful in connection with the operations of Mortgagor conducted
      on
      the Mortgaged Property (“Obsolete
      Property”).
      To
      the extent any damage to Obsolete Property was caused by a casualty or
      condemnation, any award received in connection therewith that is not a Material
      Award may be retained by Mortgagor and any award that is a Material Award shall
      be applied as a prepayment of the indebtedness.

     

    Section
      3.7  Permitted
      Exceptions; Compliance.
      With
      respect to the Permitted Encumbrances and the Permitted Liens, Mortgagor shall
      (a) timely observe and perform all covenants and obligations contained therein
      and (b) not take any action or fail to take any action if the taking of such
      action or the failure to take such action would cause a default thereunder
      (beyond applicable notice and cure periods as set forth therein).

     

    Section
      3.8  Taxes.
      Mortgagor shall pay all ad valorem real estate taxes levied against the
      Mortgaged Property except to the extent Mortgagor is contesting such taxes
      in
      good faith, by appropriate proceedings, and with respect to which adequate
      reserves have been recorded in accordance with generally accepted accounting
      principles.

     

    ARTICLE
      4

    DEFAULT
      AND FORECLOSURE

     

    Section
      4.1  Remedies.
      Upon the
      occurrence and during the continuance of an Event of Default, to the extent
      permitted by applicable law and the Collateral Agency Agreement, Mortgagee
      may,
      at Mortgagee’s election, (without additional notice or demand except as required
      by law) exercise any or all of the following rights, remedies and
      recourses:

     

    (a)  Entry
      on Mortgaged Property.
      Enter
      the Mortgaged Property and take exclusive possession thereof and of all books,
      records and accounts relating thereto or located thereon. If Mortgagor remains
      in possession of the Mortgaged Property following the occurrence and during
      the
      continuance of an Event of Default and without Mortgagee’s prior written
      consent, Mortgagee may invoke any legal remedies to dispossess
      Mortgagor.

     

    (b)  Operation
      of Mortgaged Property.
      Hold,
      lease, develop, manage, operate or otherwise use the Mortgaged Property upon
      such terms and conditions as Mortgagee may deem reasonable under the
      circumstances (making such repairs, alterations, additions and improvements
      and
      taking other actions, from time to time, as Mortgagee deems necessary or
      desirable), and apply all Rents and other amounts collected by Mortgagee in
      connection therewith in accordance with the provisions of Section
      4.7.

     

    
      
        
        

      

      
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    (c)  Foreclosure
      and Sale.
      Institute proceedings for the complete foreclosure of this Mortgage by judicial
      action, in which case the Mortgaged Property may be sold for cash or credit
      in
      one or more parcels. With respect to any notices required or permitted under
      the
      UCC, Mortgagor agrees that ten (10) days’ prior written notice shall be deemed
      commercially reasonable. At any such sale by virtue of any judicial proceedings
      or any other legal right, remedy or recourse, the title to and right of
      possession of any such property shall pass to the purchaser thereof, and to
      the
      fullest extent permitted by law, Mortgagor shall be completely and irrevocably
      divested of all of its right, title, interest, claim, equity, equity of
      redemption, and demand whatsoever, either at law or in equity, in and to the
      property sold and such sale shall be a perpetual bar both at law and in equity
      against Mortgagor, and against all other persons claiming or to claim the
      property sold or any part thereof, by, through or under Mortgagor. Mortgagee
      or
      any of the other Secured Parties may be a purchaser at such sale. If Mortgagee
      or such other Secured Party is the highest bidder, Mortgagee or such other
      Secured Party may credit the portion of the purchase price that would be
      distributed to Mortgagee or such other Secured Party against the Obligations
      in
      lieu of paying cash. In the event this Mortgage is foreclosed by judicial
      action, appraisement of the Mortgaged Property is waived.

     

    (d)  Receiver.
      Make
      application to a court of competent jurisdiction for, and obtain from such
      court
      as a matter of strict right and without notice to Mortgagor or regard to the
      adequacy of the Mortgaged Property for the repayment of the Obligations, the
      appointment of a receiver of the Mortgaged Property, and Mortgagor irrevocably
      consents to such appointment. Any such receiver shall have all the usual powers
      and duties of receivers in similar cases, including the full power to rent,
      maintain and otherwise operate the Mortgaged Property upon such terms as may
      be
      approved by the court, and shall apply such Rents in accordance with the
      provisions of Section
      4.7.

     

    (e)  Other.
      Exercise all other rights, remedies and recourses granted by this Mortgage
      and
      the Collateral Agency Agreement or otherwise available at law or in
      equity.

     

    Section
      4.2  Separate
      Sales.
      To the
      extent permitted by applicable law, the Mortgaged Property may be sold in one
      or
      more parcels and in such manner and order as Mortgagee in its sole discretion
      may elect. The right of sale arising out of any Event of Default shall not
      be
      exhausted by any one or more sales.

     

    Section
      4.3  Remedies
      Cumulative, Concurrent and Nonexclusive.
      Mortgagee shall have all rights, remedies and recourses granted hereunder and
      in
      the Collateral Agency Agreement and available at law or equity (including the
      UCC), which rights (a) shall be cumulated and concurrent, (b) may be pursued
      separately, successively or concurrently against Mortgagor, or against the
      Mortgaged Property, or against any one or more of them, at the sole discretion
      of Mortgagee, (c) may be exercised as often as occasion therefor shall arise,
      and the exercise or failure to exercise any of them shall not be construed
      as a
      waiver or release thereof or of any other right, remedy or recourse, and (d)
      are
      intended to be, and shall be, nonexclusive. No action by Mortgagee in the
      enforcement of any rights, remedies or recourses hereunder, under the Collateral
      Agency Agreement or otherwise at law or equity shall be deemed to cure any
      Event
      of Default.

     

    Section
      4.4  Release
      of and Resort to Collateral.
      Mortgagee may release, regardless of consideration and without the necessity
      for
      any notice to or consent by the holder of any subordinate lien on the Mortgaged
      Property, any part of the Mortgaged Property without, as to the remainder,
      in
      any way impairing, affecting, subordinating or releasing the lien or security
      interest created in or evidenced hereby or its status as a first and prior
      lien
      and security interest in and to the Mortgaged Property. For payment of the
      Obligations, Mortgagee may resort to any other security in such order and manner
      as Mortgagee may elect.

     

    
      
        
        

      

      
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    Section
      4.5  Waiver
      of Redemption, Notice and Marshalling of Assets.
      To the
      extent permitted by applicable law, Mortgagor hereby irrevocably and
      unconditionally waives and releases (a) all benefit that might accrue to
      Mortgagor by virtue of any present or future statute of limitations or law
      or
      judicial decision exempting the Mortgaged Property from attachment, levy or
      sale
      on execution or providing for any stay of execution, exemption from civil
      process, redemption or extension of time for payment, (b) all notices of any
      Event of Default or of any election by Mortgagee to exercise or the actual
      exercise of any right, remedy or recourse provided for hereunder and (c) any
      right to a marshalling of assets or a sale in inverse order of
      alienation.

     

    Section
      4.6  Discontinuance
      of Proceedings.
      If
      Mortgagee shall have proceeded to invoke any right, remedy or recourse permitted
      hereunder and shall thereafter elect to discontinue or abandon it for any
      reason, Mortgagee, shall have the unqualified right to do so and, in such an
      event, Mortgagor and Mortgagee shall be restored to their former positions
      with
      respect to the Mortgaged Property and otherwise, and the rights, remedies,
      recourses and powers of Mortgagee shall continue as if the right, remedy or
      recourse had never been invoked, but no such discontinuance or abandonment
      shall
      waive any Event of Default which may then exist or the right of Mortgagee
      thereafter to exercise any right, remedy or recourse hereunder or under the
      Collateral Agency Agreement for such Event of Default.

     

    Section
      4.7  Application
      of Proceeds.
      The
      proceeds of any sale of the Mortgaged Property shall be applied by Mortgagee
      (or
      the receiver, if one is appointed) in accordance with the terms of the
      Collateral Agency Agreement.

     

    Section
      4.8  Occupancy
      After Foreclosure.
      Any sale
      of the Mortgaged Property or any part thereof in accordance with Section
      4.1(c)
      will
      divest all right, title and interest of Mortgagor in and to the property sold.
      Subject to applicable law, any purchaser at a foreclosure sale will receive
      immediate possession of the property purchased. If Mortgagor retains possession
      of such property or any part thereof subsequent to such sale, Mortgagor will
      be
      considered a tenant at sufferance of the purchaser, and will, if Mortgagor
      remains in possession after demand to remove, be subject to eviction and
      removal, forcible or otherwise, with or without process of law.

     

    Section
      4.9  Additional
      Advances and Disbursements; Costs of Enforcement.

     

    (a)  Upon
      the
      occurrence and during the continuance of any Event of Default, Mortgagee shall
      have the right, but not under any circumstances the obligation, to cure such
      Event of Default in the name and on behalf of Mortgagor. All sums advanced
      and
      expenses incurred at any time by Mortgagee under this Section
      4.9,
      or
      otherwise under this Mortgage, the Collateral Agency Agreement or applicable
      law, shall bear interest from the date that such sum is advanced or expense
      incurred, to and including the date of reimbursement, computed at the highest
      rate at which interest is then computed on any portion of the Obligations,
      and
      all such sums, together with interest thereon, shall be secured by this
      Mortgage. Mortgagee is hereby empowered to enter and to authorize others to
      enter upon the Premises or the Improvements or any part thereof for the purpose
      of curing such Event of Default without having any obligation to so cure and
      without thereby becoming liable to Mortgagor, to any person in possession
      holding under Mortgagor or to any other person.

     

    (b)  Mortgagor
      shall pay all expenses (including reasonable attorneys’ fees and expenses) of or
      incidental to the perfection and enforcement of this Mortgage, or the
      enforcement, compromise or settlement of the Obligations or any claim under
      this
      Mortgage, and for the curing thereof, or for defending or asserting the rights
      and claims of Mortgagee in respect thereof, by litigation or
      otherwise.

     

    
      
        
        

      

      
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    Section
      4.10  No
      Mortgagee in Possession.
      Neither
      the enforcement of any of the remedies under this Article
      4,
      the
      assignment of the Rents and Leases under Article
      5,
      the
      security interests under Article
      6,
      nor any
      other remedies afforded to Mortgagee, at law or in equity shall cause Mortgagee
      or any other Secured Party to be deemed or construed to be a mortgagee in
      possession of the Mortgaged Property until the taking of actual possession
      by
      Mortgagee, to obligate Mortgagee or any other Secured Party to lease the
      Mortgaged Property or attempt to do so, or to take any action, incur any
      expense, or perform or discharge any obligation, duty or liability whatsoever
      under any of the Leases or otherwise.

     

    Section
      4.11  Limitation
      by Law.
      All
      rights, remedies and powers provided in this Mortgage may be exercised only
      to
      the extent that the exercise thereof does not violate any applicable provision
      of law, and all the provisions of this Mortgage are intended to be subject
      to
      all applicable mandatory provisions of law that may be controlling and to be
      limited to the extent necessary so that they shall not render this Mortgage
      invalid, unenforceable, in whole or in part, or not entitled to be recorded,
      registered or filed under the provisions of any applicable law.

     

    Section
      4.12  Filing
      Proofs of Claim.
      Filing
      Proofs of Claim. In case of any receivership, insolvency, bankruptcy,
      reorganization, arrangement, adjustment, composition or other proceedings
      affecting Mortgagor, Mortgagee shall, to the extent permitted by law, be
      entitled to file such proofs of claim and other documents as may be necessary
      or
      advisable in order to have the claims of Mortgagee allowed in such proceedings
      for the Obligations secured by this Mortgage at the date of the institution
      of
      such proceedings and for any interest accrued, late charges and additional
      interest or other amounts due or that may become due and payable hereunder
      after
      such date.

     

    ARTICLE
      5

    ASSIGNMENT
      OF RENTS AND LEASES

     

    Section
      5.1  Assignment.
      In
      furtherance of and in addition to the assignment made by Mortgagor in
Section
      2.1
      of this
      Mortgage, Mortgagor hereby absolutely and unconditionally assigns, sells,
      transfers and conveys to Mortgagee all of its right, title and interest in
      and
      to all Leases, whether now existing or hereafter entered into, and all of its
      right, title and interest in and to all Rents. This assignment is an absolute
      assignment and not an assignment for additional security only. So long as no
      Event of Default shall have occurred and be continuing, Mortgagor shall have
      a
      revocable license from Mortgagee to exercise all rights extended to the landlord
      under the Leases, including the right to receive and collect all Rents and
      to
      hold the Rents in trust for use in the payment and performance of the
      Obligations and to otherwise use the same. The foregoing license is granted
      subject to the conditional limitation that no Event of Default shall have
      occurred and be continuing. Upon the occurrence and during the continuance
      of an
      Event of Default, whether or not legal proceedings have commenced, and without
      regard to waste, adequacy of security for the Obligations or solvency of
      Mortgagor, the license herein granted shall automatically expire and terminate,
      without notice to Mortgagor by Mortgagee (any such notice being hereby expressly
      waived by Mortgagor to the extent permitted by applicable law). Mortgagor hereby
      irrevocably authorizes and directs each tenant, if any, and each successor,
      if
      any, to the interest of any tenant under any Lease, respectively, to rely upon
      any notice of a claimed Event of Default sent by Mortgagee to any such tenant
      or
      any of such tenant's successors in interest, and thereafter to pay Rents to
      Mortgagee without any obligation or right to inquire as to whether an Event
      of
      Default actually exists and even if some notice to the contrary is received
      from
      the Mortgagor, who shall have no right or claim against any such tenant or
      successor in interest for any such Rents so paid to Mortgagee. Each tenant
      or
      any of such tenant's successors in interest from whom Mortgagee or any officer,
      agent, attorney or employee of Mortgagee shall have collected any Rents, shall
      be authorized to pay Rents to Mortgagor only after such tenant or any of their
      successors in interest shall have received written notice from Mortgagee that
      the Event of Default is no 

     

    
      
        
        

      

      
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    longer
      continuing, unless and until a further notice of an Event of Default is given
      by
      Mortgagee to such tenant or any of its successors in interest.

     

    Section
      5.2  Perfection
      Upon Recordation.
      Mortgagor acknowledges that upon recordation of this Mortgage Mortgagee shall
      have, to the extent permitted under applicable law, a valid and fully perfected,
      first priority, present assignment of the Rents arising out of the Leases and
      all security for such Leases. Mortgagor acknowledges and agrees that upon
      recordation of this Mortgage Mortgagee’s interest in the Rents shall be deemed
      to be fully perfected, “choate” and enforced as to Mortgagor and all third
      parties following recovery of possession of the Mortgaged Property by Mortgagee.
      For purposes of this Section
      5.2,
      “possession” shall mean any one of the following to the extent permitted by
      applicable law: (a) actual possession of the Mortgaged Property or (b) taking
      affirmative actions to gain possession of the Mortgaged Property that would
      constitute constructive possession of the Mortgaged Property such as court
      authorization to collect Rents or appointment of a receiver. To the extent
      permitted by applicable law, Mortgagee shall have the right to collect Rents
      without taking possession of the Mortgaged Property.

     

    Section
      5.3  Bankruptcy
      Provisions.
      Without
      limitation of the absolute nature of the assignment of the Rents hereunder,
      Mortgagor and Mortgagee agree that (a) this Mortgage shall constitute a
“security agreement” for purposes of Section 552(b) of Title 11 of the United
      States Code (the “Bankruptcy
      Code”),
      (b)
      the security interest created by this Mortgage extends to property of Mortgagor
      acquired before the commencement of a case in bankruptcy and to all amounts
      paid
      as Rents and (c) such security interest shall extend to all Rents acquired
      by
      the estate after the commencement of any case in bankruptcy.

     

    Section
      5.4  No
      Merger of Estates.
      So long
      as part of the Obligations secured hereby remain unpaid and undischarged, the
      fee and leasehold estates to the Mortgaged Property shall not merge, but shall
      remain separate and distinct, notwithstanding the union of such estates either
      in Mortgagor, Mortgagee, any tenant or any third party by purchase or
      otherwise.

     

    ARTICLE
      6

    SECURITY
      AGREEMENT

     

    Section
      6.1  Security
      Interest.
      This
      Mortgage constitutes a “security agreement” on personal property within the
      meaning of the UCC and other applicable law and with respect to the Personalty,
      Fixtures, Leases, Rents, Tax Refunds, Proceeds, Insurance and Condemnation
      Awards. To this end, Mortgagor grants to Mortgagee a security interest in all
      of
      its right, title and interest in the Personalty, Fixtures, Leases, Rents, Tax
      Refunds, Proceeds, Insurance, Condemnation Awards and all other Mortgaged
      Property which is personal property to secure the payment of the Obligations,
      and agrees that Mortgagee shall have all the rights and remedies of a secured
      party under the UCC with respect to such property. Any notice of sale,
      disposition or other intended action by Mortgagee with respect to the
      Personalty, Fixtures, Leases, Rents, Tax Refunds, Proceeds, Insurance and
      Condemnation Awards sent to Mortgagor at least ten (10) days prior to any action
      under the UCC shall constitute reasonable notice to Mortgagor.

     

    Section
      6.2  Financing
      Statements.
      Mortgagor shall prepare and deliver to Mortgagee such financing statements,
      and
      shall execute and deliver to Mortgagee such other documents, instruments and
      further assurances, in each case in form and substance satisfactory to
      Mortgagee, as necessary or as Mortgagee may, from time to time, reasonably
      consider necessary to create, perfect and preserve Mortgagee’s security interest
      hereunder. Mortgagor hereby irrevocably authorizes Mortgagee to cause financing
      statements (and amendments thereto and continuations thereof) and any such
      documents, instruments and assurances to be recorded and filed, at such times
      

     

    
      
        
        

      

      
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    and
      places as may be required or permitted by law to so create, perfect and preserve
      such security interest. Mortgagor represents and warrants to Mortgagee that
      Mortgagor’s jurisdiction of organization is the State of Illinois. After the
      date of this Mortgage, Mortgagor shall not change its name, type of
      organization, organizational identification number (if any), jurisdiction of
      organization or location (within the meaning of the UCC) without giving at
      least
      thirty (30) days’ prior written notice to Mortgagee.

     

    Section
      6.3  Fixture
      Filing.
      This
      Mortgage shall also constitute a “fixture filing” for the purposes of the UCC
      against all of the Mortgaged Property which is or is to become fixtures. The
      information provided in this Section
      6.3
      is
      provided so that this Mortgage shall comply with the requirements of the UCC
      for
      a mortgage instrument to be filed as a financing statement. Mortgagor is the
      “Debtor” and its name and mailing address are set forth in the preamble of this
      Mortgage immediately preceding Article
      1.
      Mortgagee is the “Secured Party” and its name and mailing address from which
      information concerning the security interest granted herein may be obtained
      are
      also set forth in the preamble of this Mortgage immediately preceding
Article
      1.
      A
      statement describing the portion of the Mortgaged Property comprising the
      fixtures hereby secured is set forth in Section
      1.1(b)
      of this
      Mortgage. Mortgagor represents and warrants to Mortgagee that Mortgagor is
      the
      record owner of the Mortgaged Property (subject to Permitted Liens and Permitted
      Encumbrances), the employer identification number of the Debtor (Mortgagor)
      is
      75-2991836 and the organizational identification number of the Debtor
      (Mortgagor) is 61910417.

     

    ARTICLE
      7

    MISCELLANEOUS

     

    Section
      7.1  Notices.
      Any
      notice required or permitted to be given under this Mortgage shall be given
      in
      accordance with the Collateral Agency Agreement.

     

    Section
      7.2  Covenants
      Running with the Land.
      All
      Obligations contained in this Mortgage are intended by Mortgagor and Mortgagee
      to be, and shall be construed as, covenants running with the Mortgaged Property.
      As used herein, “Mortgagor” shall refer to the party named in the first
      paragraph of this Mortgage and to any subsequent owner of all or any portion
      of
      the Mortgaged Property. All persons who may have or acquire an interest in
      the
      Mortgaged Property shall be deemed to have notice of, and be bound by, the
      terms
      of this Mortgage and the Collateral Agency Agreement; provided,
      however,
      that no
      such party shall be entitled to any rights thereunder without the prior written
      consent of Mortgagee.

     

    Section
      7.3  Attorney-in-Fact.
      Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which
      agency is coupled with an interest and with full power of substitution, with
      full authority in the place and stead of Mortgagor and in the name of Mortgagor
      or otherwise (a) to execute and/or record any notices of completion, cessation
      of labor or any other notices that Mortgagee deems appropriate to protect
      Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days
      after written request by Mortgagee, (b) upon the issuance of a deed pursuant
      to
      the foreclosure of this Mortgage or the delivery of a deed in lieu of
      foreclosure, to execute all instruments of assignment, conveyance or further
      assurance with respect to the Leases, Rents, Tax Refunds, Proceeds, Insurance
      and Condemnation Awards in favor of the grantee of any such deed and as may
      be
      necessary or desirable for such purpose, (c) to prepare and file or record
      financing statements and continuation statements, and to prepare, execute and
      file or record applications for registration and like papers necessary to
      create, perfect or preserve Mortgagee’s security interests and rights in or to
      any of the Mortgaged Property, and (d) after the occurrence and during the
      continuance of any Event of Default, to perform any obligation of Mortgagor
      hereunder; provided,
      however,
      that (1)
      Mortgagee shall not under any circumstances be obligated to perform any
      obligation of Mortgagor; (2) any sums advanced by 

     

    
      
        
        

      

      
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    Mortgagee
      in such performance shall be added to and included in the Obligations and shall
      bear interest at the highest rate at which interest is then computed on any
      portion of the Obligations; (3) Mortgagee as such attorney-in-fact shall only
      be
      accountable for such funds as are actually received by Mortgagee; and (4)
      Mortgagee shall not be liable to Mortgagor or any other person or entity for
      any
      failure to take any action which it is empowered to take under this Section
      7.3.

     

    Section
      7.4  Successors
      and Assigns.
      This
      Mortgage shall be binding upon and inure to the benefit of Mortgagee, the other
      Secured Parties and Mortgagor and their respective successors and assigns.
      Mortgagor shall not, without the prior written consent of Mortgagee, assign
      any
      rights, duties or obligations hereunder.

     

    Section
      7.5  No
      Waiver.
      Any
      failure by Mortgagee to insist upon strict performance of any of the terms,
      provisions or conditions of this Mortgage shall not be deemed to be a waiver
      of
      same, and Mortgagee shall have the right at any time to insist upon strict
      performance of all of such terms, provisions and conditions.

     

    Section
      7.6  Collateral
      Agency Agreement.
      If any
      conflict or inconsistency exists between this Mortgage and the Collateral Agency
      Agreement, the Collateral Agency Agreement shall govern.

     

    Section
      7.7  Release
      or Reconveyance.
      Upon
      payment in full of the Obligations or upon a sale or other disposition of the
      Mortgaged Property permitted by the Collateral Agency Agreement, Mortgagee,
      at
      Mortgagor’s request and expense, shall release the liens and security interests
      created by this Mortgage or assign this Mortgage to a third party designated
      by
      Mortgagor.

     

    Section
      7.8  Waiver
      of Stay, Moratorium and Similar Rights.
      Mortgagor agrees, to the extent that it may lawfully do so, that it will not
      at
      any time insist upon or plead or in any way take advantage of any stay,
      marshalling of assets, extension, redemption or moratorium law now or hereafter
      in force and effect so as to prevent or hinder the enforcement of the provisions
      of this Mortgage or the Obligations secured hereby, or any agreement between
      Mortgagor and Mortgagee or any rights or remedies of Mortgagee or any other
      Secured Party.

     

    Section
      7.9  Applicable
      Law.
      The
      provisions of this Mortgage shall be governed by the laws of the State of
      Illinois.

     

    Section
      7.10  Headings.
      The
      Article, Section and Subsection titles hereof are inserted for convenience
      of
      reference only and shall in no way alter, modify or define, or be used in
      construing, the text of such Articles, Sections or Subsections.

     

    Section
      7.11  Severability.
      If any
      provision of this Mortgage shall be held by any court of competent jurisdiction
      to be unlawful, void or unenforceable for any reason, such provision shall
      be
      deemed severable from and shall in no way effect the enforceability and validity
      of the remaining provisions of this Mortgage.

     

    Section
      7.12  Entire
      Agreement.
      This
      Mortgage and the Collateral Agency Agreement embody the entire agreement and
      understanding between Mortgagor and Mortgagee relating to the subject matter
      hereof and thereof and supersede all prior agreements and understandings between
      such parties relating to the subject matter hereof and thereof. Accordingly,
      the
      Collateral Agency Agreement and this Mortgage may not be contradicted by
      evidence of prior, contemporaneous or subsequent oral agreements of the parties.
      There are no unwritten oral agreements between the parties.

     

    
      
        
        

      

      
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    Section
      7.13  Mortgagee
      as Agent; Successor Agents.
      

     

    (a)  Agent
      has
      been appointed to act as Mortgagee hereunder by the other Secured Parties.
      Agent
      shall have the right hereunder to make demands, to give notices, to exercise
      or
      refrain from exercising any rights, and to take or refrain from taking any
      action (including, without limitation, the release or substitution of the
      Mortgaged Property) in accordance with the terms of the Collateral Agency
      Agreement and this Mortgage. Mortgagor and all other persons shall be entitled
      to rely on releases, waivers, consents, approvals, notifications and other
      acts
      of Agent, without inquiry into the existence of required consents or approvals
      of the Secured Parties therefor.

     

    (b)  Mortgagee
      shall at all times be the same person that is Agent under the Collateral Agency
      Agreement. Written notice of resignation by Agent pursuant to the Collateral
      Agency Agreement shall also constitute notice of resignation as Agent under
      this
      Mortgage. Removal of Agent pursuant to any provision of the Collateral Agency
      Agreement shall also constitute removal as Agent under this Mortgage.
      Appointment of a successor Agent pursuant to the Collateral Agency Agreement
      shall also constitute appointment of a successor Agent under this Mortgage.
      Upon
      the acceptance of any appointment as Agent by a successor Agent under the
      Collateral Agency Agreement, that successor Agent shall thereupon succeed to
      and
      become vested with all the rights, powers, privileges and duties of the retiring
      or removed Agent as the Mortgagee under this Mortgage, and the retiring or
      removed Agent shall promptly (i) assign and transfer to such successor Agent
      all
      of its right, title and interest in and to this Mortgage and the Mortgaged
      Property, and (ii) execute and deliver to such successor Agent such assignments
      and amendments and take such other actions, as may be necessary or appropriate
      in connection with the assignment to such successor Agent of the liens and
      security interests created hereunder, whereupon such retiring or removed Agent
      shall be discharged from its duties and obligations under this Mortgage. After
      any retiring or removed Agent’s resignation or removal hereunder as Agent, the
      provisions of this Mortgage and the Collateral Agency Agreement shall inure
      to
      its benefit as to any actions taken or omitted to be taken by it under this
      Mortgage while it was Agent hereunder.

     

    Section
      7.14  Releases.
      At the
      request of Mortgagor in writing, Agent shall release from this Mortgage portions
      of the Mortgaged Property as permitted by the Collateral Agency Agreement in
      each such instance.

     

    Section
      7.15  Waiver
      of Trial by Jury.
      To the
      fullest extent permitted by applicable law, Mortgagor and Mortgagee each hereby
      irrevocably and unconditionally waive trial by jury in any action, claim, suit
      or proceeding relating to this Mortgage and for any counterclaim brought
      therein.

     

    ARTICLE
      8

    LOCAL
      LAW PROVISIONS

     

    Section
      8.1  Inconsistencies.
      In
      the
      event of any inconsistencies between the terms and conditions of this
Article
      8
      and the
      other provisions of this Mortgage, the terms and conditions of this Article
      8
      shall
      control and be binding.

     

    Section
      8.2  Maximum
      Principal Sum.
      The
      Obligations are to be secured by other mortgages and deeds of trust on other
      real estate in other counties and other states. Each and all of such mortgages
      and deeds of trust are intended to and shall constitute security for the entire
      Obligations represented by the Obligations without allocation. Notwithstanding
      anything herein to the contrary, it is agreed that the maximum amount of
      Obligations secured by this Mortgage, including all advancements, at any one
      time shall not exceed $500,000,000.

     

    
      
        
        

      

      
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    Section
      8.3  In
      Rem Proceedings.
      Supplementing
      Section
      4.1
      hereof,
      mortgage foreclosures and other In
      Rem
      proceedings against Mortgagor may be brought in Peoria County, Illinois or
      any
      federal court of competent jurisdiction in Illinois.

     

    Section
      8.4  Future
      Advances; Revolving Credit.
      The
      Secured Parties are obligated under the terms of the Credit Agreement or the
      Additional Debt Documents to make advances as provided therein, and Mortgagor
      acknowledges and intends that all such advances, including future advances
      whenever hereafter made, shall be a lien from the time this Mortgage is
      recorded, as provided in Section 15-1302(b)(1) of the Act (as hereinafter
      defined). That portion of the Obligations which comprises the principal amount
      then outstanding of the loans under the Credit Agreement constitutes revolving
      credit indebtedness secured by a mortgage on real property, pursuant to the
      terms and conditions of 205 ILCS 5/5d. Mortgagor covenants and agrees that
      this
      Mortgage shall secure the payment of all loans and advances made pursuant to
      the
      terms and provisions of the Credit Agreement and the Additional Debt Documents,
      whether such loans and advances are made as of the date hereof or at any time
      in
      the future, and whether such future advances are obligatory or are to be made
      at
      the option of Mortgagee or otherwise (but not advances or loans made more than
      20 years after the date hereof), to the same extent as if such future advances
      were made on the date of the execution of this Mortgage and although there
      may
      be no advances made at the time of the execution of this Mortgage and although
      there may be no other indebtedness outstanding at the time any advance is made.
      The lien of this Mortgage shall be valid as to all Obligations, including future
      advances, from the time of its filing of record in the office of the Recorder
      of
      Deeds of the County in which the Mortgaged Property is located. The total amount
      of the Obligations may increase or decrease from time to time, but the total
      unpaid principal balance of the Obligations (including disbursements which
      Mortgagee may make under this Mortgage or any other document or instrument
      evidencing or securing the Obligations) at any time outstanding shall not exceed
      the amount referred to in Section
      8.2
      of this
      Mortgage. This Mortgage shall be valid and shall have priority over all
      subsequent liens and encumbrances, including statutory liens except taxes and
      assessments levied on the Mortgaged Property, to the extent of the maximum
      amount secured hereby.

     

    Section
      8.5  Illinois
      Mortgage Foreclosure Law.
      It is
      the intention of Mortgagor and Mortgagee that the enforcement of the terms
      and
      provisions of this Mortgage shall be accomplished in accordance with the
      Illinois Mortgage Foreclosure Law (the “Act”),
      735
      ILCS 15-1101, et
      seq.,
      and
      with respect to such Act Mortgagor agrees and covenants that:

     

    (a)  Mortgagor
      and Mortgagee shall have the benefit of all of the provisions of the Act,
      including all amendments thereto which may become effective from time to time
      after the date hereof. In the event any provision of the Act which is
      specifically referred to herein may be repealed, Mortgagee shall have the
      benefit of such provision as most recently existing prior to such repeal, as
      though the same were incorporated herein by express reference;

     

    (b)  Wherever
      provision is made in this Mortgage for insurance policies to bear mortgage
      clauses or other loss payable clauses or endorsements in favor of Mortgagee,
      or
      to confer authority upon Mortgagee to settle or participate in the settlement
      of
      losses under policies of insurance or to hold and disburse or otherwise control
      use of insurance proceeds, from and after the entry of judgment of foreclosure,
      all such rights and powers of Mortgagee shall continue in Mortgagee as judgment
      creditor or mortgagee until confirmation of sale;

     

    (c)  All
      advances, disbursements and expenditures made or incurred by Mortgagee before
      and during a foreclosure, and before and after judgment of foreclosure, and
      at
      any time prior to sale, and, where applicable, after sale, and during the
      pendency of any related proceedings, for the following purposes, in addition
      to
      those otherwise authorized by this Mortgage or the Collateral
      Agency

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Agreement
      or by the Act (collectively “Protective
      Advances”),
      shall
      have the benefit of all applicable provisions of the Act.

     

    All
      Protective Advances shall be so much additional indebtedness secured by this
      Mortgage, and shall become immediately due and payable without notice and with
      interest thereon from the date of the advance until paid at the rate of interest
      payable under the terms of the Collateral Agency Agreement.

     

    This
      Mortgage shall be a lien for all Protective Advances as to subsequent purchasers
      and judgment creditors from the time this Mortgage is recorded pursuant to
      Subsection (b)(5) of Section 15-1302 of the Act.

     

    (d)  In
      addition to any provision of this Mortgage authorizing the Mortgagee to take
      or
      be placed in possession of the Mortgaged Property, or for the appointment of
      a
      receiver, Mortgagee shall have the right, in accordance with Sections 15-1701
      and 15-1702 of the Act, to be placed in possession of the Mortgaged Property
      or
      at its request to have a receiver appointed, and such receiver, or Mortgagee,
      if
      and when placed in possession, shall have, in addition to any other powers
      provided in this Mortgage, all rights, powers, immunities, and duties as
      provided for in Sections 15-1701 and 15-1703 of the Act; and

     

    (e)  Mortgagor
      acknowledges that the Mortgaged Property does not constitute agricultural real
      estate, as said term is defined in Section 15-1201 of the Act or residential
      real estate as defined in Section 15-1219 of the Act. Pursuant to Section
      15-1601(b) of the Act, Mortgagor hereby waives any and all right of
      redemption.

     

    Section
      8.6  Variable
      Rate; Additional Interest. 
      This
      Mortgage secures the full and timely payment of the Obligations, including,
      among other things, the obligation to pay interest on the unpaid principal
      balance at a variable rate of interest as provided in the Credit Agreement
      and
      the Additional Debt Documents.

     

    Section
      8.7  Incorporation
      by Reference.
      In
      connection with its appointment and acting hereunder, Mortgagee is entitled
      to
      all rights, privileges, protections, immunities, benefits and indemnities
      provided to it under the Collateral Agency Agreement. 

     

    


     

    


     

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      blank]

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    




    IN
      WITNESS WHEREOF,
      Mortgagor has on the date set forth in the acknowledgement hereto, effective
      as
      of the date first above written, caused this instrument to be duly EXECUTED
      AND
      DELIVERED by authority duly given.

     

    
      	
              MORTGAGOR:

            	
              AMERENENERGY
                RESOURCES GENERATING COMPANY,

            
	 	
              an
                Illinois corporation

            
	 	 
	 	 
	 	
              By:         
                /s/ Jerre E.
                Birdsong                      
                

            
	 	
              Name:
                Jerre E. Birdsong

            
	 	
              Title:  
                Vice President and Treasurer

            


    

    


    

 

    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

    STATE
      OF
      MISSOURI  )

                                                          
      )
      ss.:

    COUNTY
      OF
      ST. LOUIS           
)

     

    I,
      Carla
      J. Flynn, a Notary Public in and for said County, in the State aforesaid, DO
      HEREBY CERTIFY, that Jerre E. Birdsong, personally known to me to be the Vice
      President and Treasurer of AMERENENERGY RESOURCES GENERATING COMPANY, an
      Illinois corporation, whose name is subscribed to the within instrument,
      appeared before me this day in person and severally acknowledged that as such
      Vice President and Treasurer he signed and delivered the said instrument as
      Vice
      Present and Treasurer of said corporation as his free and voluntary act and
      as
      the free and voluntary act and deed of said corporation, for the uses and
      purposes therein set forth.

     

    GIVEN
      under my hand and Notarial Seal, this 14th day of July, A.D. 2006.

     

    _/s/_Carla
      J. Flynn_______________________ 

    Notary
      Public

    My
      Commission Expires: 4-20-2010

     

    
      
        
        

      

      
        N-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A

     

    LEGAL
      DESCRIPTION

     

    The
      permanent tax index numbers for the Land are 20-14-200-001; 20-14-200-002;
      and
      20-14-200-003.

     

    Legal
      Description of premises located in Peoria County, Illinois:

     

    [See
      Attached Page(s) For Legal Description]

     

    


    
      
        Exh.
          A-1

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    PERMITTED
      ENCUMBRANCES

     

    Those
      exceptions set forth in Schedule B of that certain policy of title insurance
      issued to Mortgagee by Chicago Title Insurance Company on or about the date
      hereof pursuant to policy number 450154825 dated July 14, 2006.

     

    Exh.
      B-1