**Exhibit 10.5**

** **

| **DOE (Title XVII)**          | **STEPHENTOWN REGULATION SERVICES**                                                                                                                                                                                                                                                                   |
|-------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                    | ** **                                                                                                                                                                                                                                                                                            |
| **FOR FFB USE ONLY**          | Note                                                                                                                                                                                                                                                                                                  |   |
|                          | Date                                                                                                                                                                                                                                                                                                  | August 6,  2010 |
| Note Identifier:              |                                                                                                                                                                                                                                                                                                  |   |
|                          | Place                                                                                                                                                                                                                                                                                                 |   |
|                          | of  Issue                                                                                                                                                                                                                                                                                             | Tyngsboro,  MA |
| Purchase Date:                |                                                                                                                                                                                                                                                                                                  |   |
|                          | Last  Day                                                                                                                                                                                                                                                                                             |   |
|                          |                                                                                                                                                                                                                                                                                                  | for  an |   |
|                          | Advance  (¶3)                                                                                                                                                                                                                                                                                    | May 30,  2012 |
|                          |                                                                                                                                                                                                                                                                                                  |   |
|                          | Maximum                                                                                                                                                                                                                                                                                               |   |
|                          | Principal                                                                                                                                                                                                                                                                                             |   |
|                          | Amount  (¶4)                                                                                                                                                                                                                                                                                     | $43,137,019 |
| Maturity                      |                                                                                                                                                                                                                                                                                                  |   |   |
| Date (¶5)                | June 15, 2030                                                                                                                                                                                                                                                                                    |   |   |
|                          |                                                                                                                                                                                                                                                                                                  |   |   |
| Payment  Dates (¶7)      | March 15, June 15,September 15 &December 15  of each year                                                                                                                                                                                                                | First  Principal  Payment  Date (¶8) | September 15,  2012 |
|                          |                                                                                                                                                                                                                                                                                                  |   |   |
| Common  Agreement  (¶22) | Common  Agreement dated as of August 6, 2010, among Stephentown Regulation  Services LLC, as Borrower, the U.S. Department of Energy, as Credit Party  and  Loan Servicer, and Midland Loan  Services, Inc. as  Administrative  Agent in its capacity as Collateral   Agent. |
|                               |                                                                                                                                                                                                                                                                                                       |  |  |  |

 

**FUTUREADVANCE PROMISSORY NOTE**

 

**1.****                                     ****Promiseto Pay****.**

 

**FOR VALUE RECEIVED, STEPHENTOWN REGULATION SERVICES LLC,**a Delawarelimited liability company (the “Borrower”, which term includes anysuccessors or assigns), promises to pay the **FEDERALFINANCING BANK**(“FFB”), a body corporate and instrumentalityof the United States of America (FFB, for so long as it shall be the holder ofthis Note, and any successor or assignee of FFB, for so long as such successoror assignee shall be the holder of this Note, being the “Holder”), atthe times, in the manner, and with interest at the rates to be established ashereinafter provided, such amounts as may be advanced from time to time by FFBto or for the account of the Borrower under this Note (each such amount beingan “Advance” and more than one such amounts being “Advances”).

 

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**2.****                                     ****Referenceto Certain Agreements****.**

 

(a)           Program Financing Agreement.  This Note is one of the “Notes” referred toin, and entitled to the benefits of, the Program Financing Agreement dated asof September 2, 2009, made by and between FFB and the Secretary of Energy,acting through the Department of Energy (the “Secretary”) (suchagreement, as it may be amended, supplemented, and restated from time to timein accordance with its terms, being the “Program Financing Agreement”).

 

(b)           Note Purchase Agreement.  This Note is the “Note” referred to in, andentitled to the benefits of, the Note Purchase Agreement dated as of even dateherewith, made by and among FFB, the Borrower, and the Secretary (such agreement,as it may be amended, supplemented, and restated from time to time inaccordance with its terms, being the “Note Purchase Agreement”).

 

**3.****                                     ****Advances;Advance Requests; Last Day for Advances****.**

 

(a)           Subject to the terms and conditions of the Note PurchaseAgreement, FFB shall make Advances under this Note in the amounts, at thetimes, and to the accounts requested by the Borrower from time to time, in eachcase upon delivery to FFB of a written request by the Borrower for an Advanceunder this Note, in the form of request attached to the Note Purchase Agreementas Exhibit A thereto (each such request being an “Advance Request”),completed as prescribed in the Note Purchase Agreement.

 

(b)           To be effective, an Advance Request must first bedelivered to the Secretary for approval and be approved by or on behalf of theSecretary in writing, and such Advance Request, together with writtennotification of the Secretary’s approval thereof, must be received by FFB on orbefore the third Business Day before the particular calendar date specified insuch Advance Request that the Borrower requests to be the date on which therespective Advance is to be made.

 

(c)           The Borrower hereby agrees that FFB, for its purposes, mayconsider any Advance Request approved by or on behalf of the Secretary anddelivered to FFB in accordance with the terms of the Note Purchase Agreement tobe an accurate representation of the Borrower’s request for an Advance underthis Note and the Secretary’s approval of that Advance Request.

 

**4.****                                     ****PrincipalAmount of Advances; Maximum Principal Amount****.**

 

Theprincipal amount of each Advance shall be the amount specified in therespective Advance Request; provided, however, that the aggregateprincipal amount of all Advances made under this Note may not exceed theparticular amount specified on page 1 of this Note as the “MaximumPrincipal Amount.”

 

**5.****                                     ****MaturityDate****.**

 

ThisNote, and each Advance made hereunder, shall mature on the particular datespecified on page 1 of this Note as the “Maturity Date” (such date beingthe “Maturity Date”).

 

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**6.****                                     ****Computationof Interest on Each Advance****.**

 

(a)           Subject to paragraphs 12 and 15 of this Note, interest onthe outstanding principal of each Advance shall accrue from the date on whichthe respective Advance is made to the date on which such principal is due.

 

(b)           Interest on each Advance shall be computed on the basis of(1) actual days elapsed from (but not including) the date on which therespective Advance is made (for the first payment of interest due under this Notefor the respective Advance) or the date on which the payment of interest waslast due (for all other payments of interest due under this Note for therespective Advance), to (and including) the date on which payment is next due,and (2) a year of 365 days.

 

(c)           The interest rate applicable to each Advance shall beestablished by FFB at the time that the respective Advance is made on the basisof the determination made by the Secretary of the Treasury pursuant tosection 6(b) (12 U.S.C. § 2285(b)) of the Federal Financing Bank Actof 1973 (Pub. L. No. 93-224, 87 Stat. 937, codified at 12 U.S.C. § 2281 etseq.), as amended (the “FFB Act”); provided, however, thatthe shortest maturity used as the basis for any interest rate determinationshall be the remaining maturity of the most recently auctioned United StatesTreasury bills having the shortest maturity of all United States Treasury billsthen being regularly auctioned.

 

**7.****                                     ****Paymentof Interest; Payment Dates; Payment Borrowings Permitted to Pay Accrued Interestbefore the First Principal  Payment Date****.**

 

(a)           Interest accrued on the outstanding principal balance ofeach Advance shall be due and payable on each of the particular dates specifiedon page 1 of this Note as “Payment Dates” (each such date being a “PaymentDate”), beginning on the first Payment Date to occur after the date onwhich such Advance is made, up through and including the Maturity Date.

 

(b)           On any Payment Date to occur before the “First PrincipalPayment Date” (as that term is defined in paragraph 8 of this Note), theBorrower shall be permitted to borrow all or a portion of the amount of accruedinterest due and payable on such Payment Date for each Advance made before theFirst Principal Payment Date (each such borrowing being a “Payment Borrowing”),by causing to be delivered to FFB an Advance Request, together with writtennotification of the Secretary’s approval thereof, not later than the thirdBusiness Day before the date specified in such Advance Request as the date forsuch Advance for a Payment Borrowing, specifying the principal amount to beborrowed, in which event FFB shall, subject to the terms and conditions of theNote Purchase Agreement, make an Advance, by an internal transfer of funds onthe books of the United States Department of the Treasury, for the account ofthe Borrower in the amount specified in the respective Advance Request, andshall apply such amount to the payment of the accrued interest.  In the case of each Payment Borrowing, FFBshall establish an interest rate for the respective Payment Borrowing inaccordance with the principles of paragraph 6(c) of this Note, which rateshall apply from the date on which the Advance is made.

 

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**8.****                                     ****Paymentof Principal****.**

 

(a)           The principal amount of each Advance shall be payable ininstallments, which payments shall be due beginning on the particular datespecified as the “First Principal Payment Date” on page 1 of this Note(such date being the “First Principal Payment Date”), and shall be due on each Payment Date to occurthereafter until the principal of the respective Advance is repaid in full onor before the Maturity Date.

 

(b)           With respect to each Advance, the amount of principal dueon the First Principal Payment Date, on each Payment Date to occur thereafter,and on the Maturity Date shall be, in each case, substantially equal to theamount of every other quarterly installment of principal and shall besufficient, when added to all other such quarterly installments of equalprincipal to repay the principal amount of the respective Advance in full onthe Maturity Date.

 

**9.****                                     ****Fee****.**

 

Afee to cover expenses and contingencies, assessed by FFB pursuant tosection 6(c) of the FFB Act, shall accrue on the outstandingprincipal amount of each Advance from the date on which the respective Advanceis made to the date on which the principal amount of such Advance is due.  The fee on each Advance shall be equal tothree-eighths of one percent (0.375%) per annum of the unpaid principal balanceof such Advance.  The fee on each Advanceshall be computed in the same manner as accrued interest is computed underparagraph 6(b) of this Note, and shall be due and payable at the sametimes as accrued interest is due and payable under paragraph 7 of thisNote (adjusted as provided in paragraph 10 of this Note if a Payment Date isnot a Business Day).  The fee on eachAdvance shall be credited to the Secretary as required by section 505(c) ofthe Federal Credit Reform Act of 1990, as amended (codified at 2 U.S.C. §661d(c)).

 

**10.****                              ****BusinessDays****.**

 

(a)           Whenever any Payment Date or the Maturity Date shall fallon a day on which either FFB or the Federal Reserve Bank of New York is notopen for business, the payment which would otherwise be due on such PaymentDate or the Maturity Date shall be due on the first day thereafter on which FFBand the Federal Reserve Bank of New York are both open for business (any suchday being a “Business Day”).

 

(b)           In the case of a Payment Date falling on a day other thana Business Day, the extension of time for making the payment that wouldotherwise be due on such Payment Date shall (1) be taken into account inestablishing the interest rate for each Advance, and (2) be included incomputing interest due in connection with such payment and excluded incomputing interest due in connection with the next payment.

 

(c)           In the case of the Maturity Date falling on a day otherthan a Business Day, the extension of time for making the payment that wouldotherwise be due on the Maturity Date shall (1) be taken into account inestablishing the interest rate for each Advance, and (2) be included incomputing interest due in connection with such payment.

 

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**11.****                              ****Mannerof Making Payments****.**

 

(a)           For so long as FFB is the Holder of this Note, eachpayment under this Note shall be paid in immediately available funds byelectronic funds transfer to the account of the United States Treasury (forcredit to the subaccount of the Secretary) maintained at the Federal ReserveBank of New York in the manner described below:

 

U.S. Treasury DepartmentABA No. 0210-3000-4TREAS NYC/CTR/BNF=89000001OBI=LGPO   Beacon/Stephentown # 1002

 

provided, however,that a payment made in the manner described above shall not discharge anyportion of a payment obligation under this Note, or be applied as provided inparagraph 14 of this Note, until the payment has been received andcredited to the subaccount of FFB (within the account of the United StatesTreasury maintained at the Federal Reserve Bank of New York) specified by FFBin a written notice to the Secretary, or to such other account as may bespecified from time to time by FFB in a written notice to the Secretary.

 

(b)           In the event that FFB is *not*the Holder of this Note, then each payment under this Note shall bemade in immediately available funds by electronic funds transfer to suchaccount as shall be specified by the Holder in a written notice to theBorrower.

 

**12.****                              ****LatePayments****.**

 

(a)           In the event that any payment of any amount owing underthis Note is not made when and as due (any such amount being then an “OverdueAmount”), then the amount payable shall be such Overdue Amount plusinterest thereon (such interest being the “Late Charge”) computed inaccordance with this subparagraph (a):

 

(1)           The Late Charge shall accrue from the scheduled date ofpayment for the Overdue Amount (taking into account paragraph 10 of this Note)to the date on which payment is made.

 

(2)           The Late Charge shall be computed on the basis of (A) actualdays elapsed from (but not including) the scheduled date of payment for suchOverdue Amount (taking into account paragraph 10 of this Note) to (andincluding) the date on which payment is made, and (B) a year of 365 days.

 

(3)           The Late Charge shall accrue at a rate (the “Late  Charge Rate”) equal to one and one-halftimes the rate to be determined by the Secretary of the Treasury taking intoconsideration the prevailing market yield on the remaining maturity of the mostrecently auctioned 13-week United States Treasury bills.

 

(4)           The initial Late Charge Rate shall be in effect until theearlier to occur of either (A) the date on which payment of the OverdueAmount and the amount of the accrued Late Charge is made, or (B) the firstPayment Date to occur after the scheduled date of payment for such OverdueAmount.  In the event that the OverdueAmount and the amount of the accrued Late Charge are not paid on or before thesuch Payment Date, then the amount payable shall be the sum of the OverdueAmount and the amount of the 

 

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accrued Late Charge, plus aLate Charge on such sum accruing at a new Late Charge Rate to be thendetermined in accordance with the principles of clause (3) of thissubparagraph (a).  For so long as anyOverdue Amount remains unpaid, the Late Charge Rate shall be redetermined inaccordance with the principles of clause (3) of this subparagraph (a) oneach Payment Date to occur thereafter, and shall be applied to the OverdueAmount and all amounts of the accrued Late Charge to the date on which paymentof the Overdue Amount and all amounts of the accrued Late Charge is made.

 

(b)           Nothing in subparagraph (a) of thisparagraph 12 shall be construed as permitting or implying that theBorrower may, without the written consent of the Holder, modify, extend, alteror affect in any manner whatsoever (except as explicitly provided herein) theright of the Holder to receive any and all payments on account of this Note onthe dates specified in this Note.

 

**13.****                              ****FinalDue Date****.**

 

Notwithstandinganything in this Note to the contrary, all amounts outstanding under this Noteremaining unpaid as of the Maturity Date shall be due and payable on theMaturity Date.

 

**14.****                              ****Applicationof Payments****.**

 

Eachpayment made on this Note shall be applied first to the payment of Late Charges(if any) payable under paragraphs 12 and 16 of this Note, then to thepayment of premiums (if any) payable under paragraphs 15 of this Note,then to the payment of accrued interest, then on account of outstandingprincipal, and then to the payment of the fee payable under paragraph 9 of thisNote.

 

**15.****                              ****Prepayments****.**

 

(a)           The Borrower may elect to prepay all or any portion of theoutstanding principal amount of any Advance made under this Note, or to prepaythis Note in its entirety, in the manner, at the price, and subject to thelimitations specified in this paragraph 15 (each such election being a “PrepaymentElection”).

 

(b)           The Borrower shall deliver to FFB (and if FFB is not theHolder, then also to the Holder) and to the Secretary written notification ofeach Prepayment Election (each such notification being a “PrepaymentElection Notice”), specifying:

 

(1)           the Advance Identifier that FFB assigned to the respectiveAdvance (as provided in the Note Purchase Agreement);

 

(2)           the particular date on which the Borrower intends toprepay the respective Advance (such date being the “Intended Prepayment Date”for the respective Advance), which date must be a Business Day; and

 

(3)           the amount of principal of the respective Advance that theBorrower intends to prepay, which amount may be either:

 

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(A)          the total outstanding principal amount of such Advance; or

 

(B)           an amount less than the total outstanding principal amountof such Advance (any such amount being a “Portion”).

 

(c)           To be effective, a Prepayment Election Notice must bereceived by FFB (and if FFB is not the Holder, then also by the Holder) on orbefore the fifth Business Day before the date specified therein as the IntendedPrepayment Date for the respective Advance or Portion.

 

(d)           The Borrower shall pay to the Holder a price for theprepayment of any Advance or Portion (such price being the “Prepayment Price”for such Advance or Portion) determined as follows:

 

(1)           in the event that the Borrower elects to prepay the entireoutstanding principal amount of any Advance, then the Borrower shall pay to theHolder a Prepayment Price for such Advance equal to the sum of:

 

(A)          the price for such Advance that would, if such Advance(including all unpaid interest accrued thereon through the Intended PrepaymentDate) were purchased by a third party and held to the Maturity Date, produce ayield to the third-party purchaser for the period from the date of purchase tothe Maturity Date substantially equal to the interest rate that would be set ona loan from the Secretary of the Treasury to FFB to purchase an obligationhaving a payment schedule identical to the payment schedule of such Advance forthe period from the Intended Prepayment Date to the Maturity Date; and

 

(B)           all unpaid Late Charges (if any) accrued on such Advancethrough the Intended Prepayment Date;

 

(2)           in the event that the Borrower elects to prepay a Portionof any Advance, then the Borrower shall pay to the Holder a Prepayment Pricefor such Portion that would equal such Portion’s pro rata share of thePrepayment Price that would be required for a prepayment of the entireprincipal amount of such Advance (determined in accordance with the principlesof clause (1) of this subparagraph (d)); and

 

(3)           in the event that the Borrower elects to prepay this Notein its entirety, then the Borrower shall pay to the Holder an amount equal tothe sum of the Prepayment Prices for all outstanding Advances (determined inaccordance with the principles of clause (1) of this subparagraph (d)).

 

(e)           Payment of the Prepayment Price for any Advance or anyPortion shall be due to the Holder before 3:00 p.m. (Washington, DC, time)on the Intended Prepayment Date for such Advance or Portion.

 

(f)            Each prepayment of a Portion shall, as to the principalamount of such Portion, be subject to a minimum amount equal to $100,000.00 ofprincipal; except that the minimum principal amount limitation shall not applyto a prepayment of a Portion if:

 

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(1)           the prepayment is made to satisfy the Borrower’sobligation to make a mandatory prepayment under the “Security Instruments” (asthat term is defined in paragraph 21 of this Note); and

 

(2)           the Borrower has certified to that fact in the respectivePrepayment Election Notice.

 

(g)           In the event that the Borrower makes a Prepayment Electionwith respect to any Portion of an Advance, then the Prepayment Price paid forsuch Portion will be applied as provided in paragraph 14 of this Note,and, with respect to application to outstanding principal, such PrepaymentPrice shall be applied to principal installments in the inverse order of maturity.

 

(h)           In the event that the Borrower makes a Prepayment Electionwith respect to any Portion of an Advance, then the outstanding principalamount of such Advance, from and after such partial prepayment, shall be dueand payable in accordance with this subparagraph (h).

 

(1)           The amount of the quarterly principal installments thatwill be due after such partial prepayment shall be equal to the quarterlyinstallments of equal principal that were due in accordance with the principalrepayment schedule that applied to such Advance immediately before such partialprepayment.

 

(2)           The equal payments of principal shall be due beginning onthe first Payment Date to occur after such partial prepayment, and shall be dueon each Payment Date to occur thereafter up through and including the date onwhich the entire principal amount of such Advance, and all unpaid interest (andLate Charges, if any) accrued thereon, are paid.

 

**16.****                              ****Rescissionof Prepayment Elections; Late Charges for Late Payments of Prepayment Prices****.**

 

(a)           The Borrower may rescind any Prepayment Election made inaccordance with paragraph 15 of this Note, but only in accordance withthis paragraph 16.

 

(b)           The Borrower shall deliver to FFB, with a copy to theSecretary, written notification of each rescission of a Prepayment Election(each such notification being an “Election Rescission Notice”) specifying the particular Advance for which theBorrower wishes to rescind such Prepayment Election, which specification mustmake reference to the particular “Advance Identifier” (as that term is definedin the Note Purchase Agreement) that FFB assigned to such Advance (as providedin the Note Purchase Agreement).  TheElection Rescission Notice may be delivered by facsimile transmission to FFB at(202) 622-0707 or at such other facsimile number or numbers as FFB may fromtime to time communicate to the Borrower.

 

(c)           To be effective, an Election Rescission Notice must bereceived by FFB not later than 3:30 p.m. (Washington, DC, time) on thesecond Business Day before the Intended Prepayment Date.

 

(d)           In the event that the Borrower (1) makes a PrepaymentElection in accordance with paragraph 15 of this Note, (2) does notrescind such Prepayment Election in accordance 

 

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with this paragraph 16, and (3) does not,before 3:00 p.m. (Washington, DC, time) on the Intended Prepayment Date,pay to FFB the Prepayment Price described in paragraph 15(d) of thisNote, then a Late Charge shall accrue on any such unpaid amount from theIntended Prepayment Date to the date on which payment is made, computed inaccordance with the principles of paragraph 12 of this Note.

 

**17.****                              ****Amendmentsto Note****.**

 

Tothe extent not inconsistent with applicable law, this Note shall be subject tomodification by such amendments, extensions, and renewals as may be agreed uponfrom time to time by the Holder and the Borrower, with the approval of theSecretary.

 

**18.****                              ****CertainWaivers****.**

 

TheBorrower hereby waives any requirement for presentment, protest, or otherdemand or notice with respect to this Note.

 

**19.****                              ****EffectiveUntil Paid****.**

 

Subjectto section 6.2 of the Note Purchase Agreement, this Note shall continue infull force and effect until all amounts due and payable hereunder have beenpaid in full.

 

**20.****                              ****Secretary’sGuarantee of Note****.**

 

Uponexecution of the guarantee set forth at the end of this Note (the “Guarantee”),the payment by the Borrower of all amounts due and payable under this Note,when and as due, shall be guaranteed by the United States of America, actingthrough the Secretary, pursuant to Title XVII of the Energy Policy Act of 2005,as amended (42 U.S.C. § 16511 etseq.).  In consideration of the Guarantee, theBorrower promises to the Secretary to make all payments due under this Notewhen and as due.

 

**21.****                              ****SecurityInstruments****.**

 

ThisNote is one of several notes permitted to be executed and delivered by, and isentitled to the benefits and security of, the “Security Instruments” (asdefined in the Note Purchase Agreement), whereby the Borrower pledged andgranted a security interest in certain property of the Borrower, describedtherein, to secure the payment of and performance of certain obligations owedto the Secretary, as set forth in the Security Instruments.  For purposes of the Security Instruments, inconsideration of the undertakings by the Secretary set forth in the ProgramFinancing Agreement, the Note Purchase Agreement, and the Guarantee, theSecretary shall be considered to be, and shall have the rights, powers,privileges, and remedies of, the Holder of this Note.

 

**22.****                              ****GuaranteePayments; Reimbursement****.**

 

Ifthe Secretary makes any payment, pursuant to the Guarantee, of any amount dueand payable under this Note, each and every such payment so made shall bedeemed to be a payment hereunder; provided, however, that nopayment by the Secretary pursuant to the Guarantee shall 

 

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beconsidered a payment for purposes of determining the existence of a failure bythe Borrower to perform its obligation to the Secretary to make all paymentsunder this Note when and as due.  TheSecretary shall have any rights by way of subrogation, agreement or otherwisewhich arise as a result of such payment pursuant to the Guarantee and asprovided in the particular agreement specified on page 1 of this Note asthe “Common Agreement” between the Borrower and the United States of America,acting through the Secretary, to evidence the Borrower’s obligation toreimburse the Secretary for payment made by the Secretary pursuant to theGuarantee.

 

**23.****                              ****Defaultand Enforcement****.**

 

(a)           In case of a default by the Borrower under this Note orthe occurrence of an “Event of Default” (as defined in the SecurityInstruments), then, in consideration of the obligation of the Secretary underthe Guarantee, the Secretary, in the name of the Secretary or the United Statesof America, shall have all rights, powers, privileges, and remedies of theHolder of this Note, in accordance with the terms of this Note and the SecurityInstruments, including, without limitation, the right to (i) enforce orcollect all or any part of the obligation of the Borrower under this Note orarising as a result of the Guarantee; (ii) accelerate (as provided inparagraph 24); (iii) compromise or otherwise negotiate with the Borrower(but not affecting amounts due and payable to the Holder under this Note andthe Guarantee); (iv) bring suit against or foreclose upon any or all ofthe security interests granted by the Borrower; and (v) to file proofs ofclaim or any other document in any bankruptcy, insolvency, or other judicialproceeding, and to vote such proofs of claim.

 

(b)           The Borrower acknowledges that FFB has agreed in the NotePurchase Agreement that, in consideration of the Guarantee, the Secretary shallhave the sole authority (vis-à-vis FFB), in the case of a default by theBorrower under this Note or the occurrence of an Event of Default under theSecurity Instruments, in respect of acceleration (as provided in paragraph 24),the exercise of other remedies available hereunder or under the Note PurchaseAgreement, and the disposition of sums or property recovered.

 

**24.****                              ****Acceleration****.**

 

Uponthe occurrence and continuation of a default by the Borrower under this Note oran Event of Default under the Security Instruments, the Secretary, pursuant tothe Security Instruments, may declare the entire unpaid principal amount ofthis Note, all interest thereon, and all other amounts payable under this Note,and upon such declaration such amounts shall become, due and payable to theSecretary, under the circumstances described, and in the manner and with theeffect provided, in the Security Instruments.

 

**25.****                              ****GoverningLaw****.**

 

ThisNote shall be governed by, and construed and interpreted in accordance with,the Federal law and not the law of any state or locality.  To the extent that a court looks to the lawsof any state to determine or define the Federal law, it is the intention of theparties hereto that such court shall look only to the laws of the State of NewYork without regard to the rules of conflicts of laws.

 

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**IN WITNESS WHEREOF,**the Borrower has caused thisNote to be signed in its limited liability company name, all as of the day andyear first above written.

 
| ** ** | **STEPHENTOWN REGULATION SERVICES LLC** |
|------------|-----------------------------------------|
| ** ** | ** **                              |
|       |                                    |   |
|       | Signature:                              | /s/ James M. Spiezio |
|       |                                    |   |
|       | Name:                                   | James M. Spiezio |
|       |                                    |   |
|       | Title:                                  | Treasurer and Secretary |

 

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