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  Exhibit 10.5    
    


 
 

  PROMISSORY NOTE    
    

 






			
	$16,000,000	 	August 17, 2010




 

 





Loan and Rate: 


        For
value received, Gabelli Securities, Inc. (the "Borrower") promises to pay to GAMCO Investors, Inc. (the "Lender"), a New York corporation, or
order, on demand the principal amount of Sixteen Million U.S. Dollars ($16,000,000) less any principal amount repaid prior to such date, and to pay interest thereon from the date first written above
at the annual rate of five and one half percent (5.5%). 








Payment: 


        The
principal amount under this Note, and all accrued and unpaid interest thereon, shall be due and payable within five business days after the Lender gives
written notice to the Borrower demanding repayment. The Borrower may at any time repay all or any portion of the principal amount of the Note together with all accrued and unpaid interest on the
amount of principal that is repaid. 


        Interest
shall be paid no later than annually on or before January 31 in each year, or at such other times or times as agreed to by the Lender and the Borrower. 








Default: 


        In
the event that any payment of interest or principal is not received by the Lender within fifteen (15) days of the due date, then the entire principal
balance together with all accrued and unpaid interest plus any other amounts then owing pursuant to this Note shall, without curing the default hereunder and to the extent permitted by law, thereafter
bear interest at the annual rate of fifteen percent (15%). If any default occurs in any payment due under this Note, Borrower promises to pay all reasonable costs and expenses, including attorneys'
fees and expenses, incurred by the Lender in collecting or attempting to collect the indebtedness under this Note. 








Governing Law: 


        This
Note shall be governed by and interpreted in accordance with the laws of the State of New York without regard to conflict of law principles. 



        IN
WITNESS WHEREOF, the Borrower has caused this Note to be duly executed as of the day and year first above written. 

 






					
	 	 	GABELLI SECURITIES, INC.
	

 	
 	
By:	
 	
/s/ Jeffrey M. Farber







 
	 	 	Name:	 	Jeffrey M. Farber
	 	 	Title:	 	Chief Financial Officer






 

 








QuickLinks



Exhibit 10.5


PROMISSORY NOTE
```

[Federal Register Volume 80, Number 6 (Friday, January 9, 2015)]
[Notices]
[Page 1410]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-00167]

[[Page 1410]]

-----------------------------------------------------------------------

ENVIRONMENTAL PROTECTION AGENCY

[FRL-9921-47-Region-1]

Notice of Availability of Draft NPDES General Permit for 
Stormwater Discharges From Small Municipal Separate Storm Sewer Systems 
in Massachusetts; Reopening of Comment Period

AGENCY: Environmental Protection Agency.

ACTION: Notice; reopening of comment period.

-----------------------------------------------------------------------

SUMMARY: Environmental Protection Agency (EPA) issued a Notice of 
Availability of the draft Small Municipal Separate Storm Sewer System 
(MS4) National Pollutant Discharge Elimination System (NPDES) general 
permit for Massachusetts, published in the Federal Register on 
September 30, 2014. This notice reopens the comment period through 
February 27, 2015. Comments submitted between the close of the original 
comment period (December 29, 2014) and the reopening of this comment 
period will be accepted and considered.

DATES: The comment period for the draft general permit published 
September 30, 2014 (79 FR 58774) is reopened through February 27, 2014. 
All comments must be received on or before February 27, 2015.

ADDRESSES: Submit comments by one of the following methods:
     Email: [email protected].
     Mail: Newton Tedder, US EPA--Region 1, 5 Post Office 
Square--Suite 100, Mail Code--OEP06-4, Boston, MA 02109-3912.
    No facsimiles (faxes) will be accepted.

FOR FURTHER INFORMATION CONTACT: Additional information concerning the 
draft permit may be obtained between the hours of 9:00 a.m. and 5:00 
p.m. Monday through Friday excluding legal holidays from: Newton 
Tedder, Office of Ecosystem Protection, Environmental Protection 
Agency, 5 Post Office Square--Suite 100, Boston, MA 02109-3912; 
telephone: 617-918-1038; email: [email protected].

SUPPLEMENTARY INFORMATION: This notice reopens the public comment 
period established in the Federal Register issue of September 30, 2014 
(79 FR 58774) (FRL-9917-31-Region-1). In that notice, EPA announced the 
availability for public comment of its draft small MS4 NPDES general 
permit for Massachusetts. All draft permit documents can be found at 
http://www.epa.gov/region1/npdes/stormwater/MS4_MA.html. This reopening 
of the comment period is in response to requests received from several 
commenters to extend the comment period.

    Dated: December 22, 2014.
Deb Szaro,
Acting Regional Administrator, Region 1.
[FR Doc. 2015-00167 Filed 1-8-15; 8:45 am]
BILLING CODE 6560-50-P
```
#### Alexander MEZHBEIN, Petitioner-Appellant, v. T.E. VAUGHN, CVSP Warden; et al., Respondents-Appellees.

No. 05-55292.

United States Court of Appeals, Ninth Circuit.

Submitted Oct. 16, 2006.*

Filed Oct. 23, 2006.

Alexander Mezhbein, Blythe, CA, pro se.

J. Conrad Schroeder, Office of the California Attorney General, Los Angeles, CA, for Respondents-Appellees.

Before: LEAVY, W. FLETCHER, and RAWLINSON, Circuit Judges.

*

This panel unanimously finds this case suitable for decision without oral argument. *See*Fed. R.App. P. 34(a)(2).

MEMORANDUM **

California state prisoner Alexander Me-zhbein appeals from the district court’s judgment denying his 28 U.S.C. § 2254 petition. We have jurisdiction pursuant to 28 U.S.C. § 2253. We review de novo a district court’s decision to deny a § 2254 petition, *see McQuillion v. Duncan,*306 F.3d 895, 899 (9th Cir.2002), and we affirm.

The State contends that this Court lacks jurisdiction because there is no federally *771protected interest in parole release in California, and thus, Mezhbein has failed to state a federal claim. This contention is foreclosed. *See Sass v. Cal. Bd. of Prison Terms,*461 F.3d 1123, 1127-28 (9th Cir. 2006).

Mezhbein contends that the California Board of Prison Terms’ (the “Board”) decision to deny him parole violated his due process rights because it was not supported by some evidence. We disagree. Our independent review of the record, *see Pirtle v. Morgan,*313 F.3d 1160, 1167 (9th Cir.2002), reveals that the denial of parole was supported by some evidence of several factors. *See Superintendent v. Hill,*472 U.S. 445, 454, 105 S.Ct. 2768, 86 L.Ed.2d 356 (1985); *see also Sass,*461 F.3d at 1128-29 (concluding that the requirements of due process are satisfied in the parole context if “some evidence” supports the Board’s decision). Accordingly, the denial of parole was not contrary to, and did not involve an unreasonable application of, federal law, as determined by the Supreme Court. *See*28 U.S.C. § 2254(d).

AFFIRMED.

**

 This disposition is not appropriate for publication and may not be cited to or by the courts of this circuit except as provided by 9th Cir. R. 36-3.
#### Abdul RASHID, Petitioner, v. Alberto R. GONZALES, Attorney General, Respondent.

No. 04-73809.

United States Court of Appeals, Ninth Circuit.

Submitted Oct. 16, 2006.*

Filed Oct. 23, 2006.

Michael W. Schoenleber, Esq., Schoenle-ber & Waltermire, Sacramento, CA, for Petitioner.

Ronald E. LeFevre, Chief Counsel, Office of the District Counsel, Department of Homeland Security, San Francisco, CA, Virna L. Santos, Esq., Office of the U.S. Attorney, Fresno, CA, Mark C. Walters, Esq., Anh-Thu P. Mai, Esq., U.S. Department of Justice, Civil Div./Office of Immigration Lit., Washington, DC, for Respondent.

Before: LEAYY, W. FLETCHER, and RAWLINSON, Circuit Judges.

*

 The panel unanimously finds this case suitable for decision without oral argument. *See*Fed. R.App. P. 34(a)(2).

MEMORANDUM **

Abdul Rashid, a native and citizen of Pakistan, petitions for review of the Board *800of Immigration Appeals’ order dismissing his appeal from an immigration judge’s (“IJ”) order denying his applications for asylum, withholding of removal and protection under the Convention Against Torture (“CAT”). We have jurisdiction pursuant to 8 U.S.C. § 1252. We review adverse credibility findings for substantial evidence, *Chebchoub v. INS,*257 F.3d 1038, 1042 (9th Cir.2001), and review claims of due process violations de novo, *Colmenar v. INS,*210 F.3d 967, 971 (9th Cir.2000). We deny the petition for review.

The agency determined that Rashid was not credible. The record does not compel a contrary conclusion. Rashid failed to describe in his asylum application, or during his initial asylum hearing, a 1986 incident in which he was arrested and mistreated by police on account of his political activities. Further, Rashid’s claim that he was beaten and tortured by police in 1986 is inconsistent with his testimony that he was not injured. *See Chebchoub,*257 F.3d at 1043 (explaining that one material inconsistency can be sufficient to support an adverse credibility determination). Because these discrepancies go to the heart of Rashid’s asylum claim, substantial evidence supports the agency’s adverse credibility finding. *See id.*The agency adequately considered Rashid’s explanations for the discrepancies. *See Wang v. INS,*352 F.3d 1250, 1256-57 (9th Cir.2003) (upholding IJ’s determination that petitioner’s explanation was unlikely). Finally, the record does not support Rashid’s contention that translator errors influenced the outcome of the proceedings. *See Hartooni v. INS,*21 F.3d 336, 340 (9th Cir.1994).

In the absence of credible testimony, Rashid failed to demonstrate eligibility for asylum, withholding of removal, or protection under the CAT. *See Farah v. Ashcroft,*348 F.3d 1153, 1156-57 (9th Cir. 2003).

PETITION FOR REVIEW DENIED.

**

 This disposition is not appropriate for publication and may not be cited to or by the courts of this circuit except as provided by 9th Cir. R. 36-3.
NOT FOR PUBLICATION

UNITED STATES COURT OF APPEALS

 FOR THE NINTH CIRCUIT

UNITED STATES OF AMERICA,

 Plaintiff - Appellee,

 v.

SHAUN LERTSWAN,

 Defendant - Appellant.

No. 14-10156

D.C. No. 1:08-cr-00166-LJO

MEMORANDUM*

Appeal from the United States District Court

for the Eastern District of California

Lawrence J. O’Neill, District Judge, Presiding

Submitted March 10, 2015** 

Before: FARRIS, WARDLAW, and PAEZ, Circuit Judges.

Shaun Lertswan appeals from the district court’s judgment and challenges

the two-year sentence imposed upon revocation of supervised release. We have

jurisdiction under 28 U.S.C. § 1291, and we affirm.

FILED

MAR 18 2015

MOLLY C. DWYER, CLERK

U.S. COURT OF APPEALS

 * This disposition is not appropriate for publication and is not precedent

except as provided by 9th Cir. R. 36-3.

 ** The panel unanimously concludes this case is suitable for decision

without oral argument. See Fed. R. App. P. 34(a)(2).
Lertswan contends that the district court procedurally erred by failing to

consider the 18 U.S.C. § 3583(e) sentencing factors, instead basing the sentence

exclusively on a promise made to him by the court at an earlier sentencing hearing. 

He also argues that the district court erred by failing to explain the extent of its

upward variance from the Guidelines range except by reference to that promise. 

Because Defendant did not raise these objections before the district court, we

review for plain error. See United States v. Valencia-Barragan, 608 F.3d 1103,

1108 (9th Cir. 2010). Contrary to Lertswan’s argument, the record reflects that the

district court considered the parties’ arguments and the statutory sentencing factors

before imposing sentence. The court imposed sentence on the basis of Lertswan’s

breach of the court’s trust, a permissible sentencing factor, and its explanation of

the sentence was legally sufficient. See United States v. Carty, 520 F.3d 984, 992

(9th Cir. 2008) (en banc) (“The district court need not tick off each of the §

3553(a) factors to show that it has considered them.”); United States v. Simtob, 485

F.3d 1058, 1062 (9th Cir. 2007) (at a revocation sentencing, the court may sanction

the violator for his breach of trust).

Lertswan next contends that his sentence is substantively unreasonable. The

district court did not abuse its discretion in imposing Lertswan’s sentence. See

Carty, 520 F.3d at 993. The sentence is substantively reasonable in light of the

2 14-10156
section 3583(e) sentencing factors and the totality of circumstances, including

Lertswan’s violation history. See Carty, 520 F.3d at 993; Simtob, 485 F.3d at

1062-63.

AFFIRMED.

3 14-10156
<TABLE> <S> <C>

<ARTICLE>         5
       
<S>                           <C>
<PERIOD-TYPE>                      9-MOS
<FISCAL-YEAR-END>             DEC-31-1996
<PERIOD-END>                  SEP-30-1996
<CASH>                            (1,359)
<SECURITIES>                           0
<RECEIVABLES>                    191,000
<ALLOWANCES>                     (20,000)
<CURRENT-ASSETS>                       0
<INVENTORY>                    3,000,000
<PP&E>                            15,956
<DEPRECIATION>                  (495,700)
<TOTAL-ASSETS>                 2,700,827
<CURRENT-LIABILITIES>            576,476
<BONDS>                                0
<PREFERRED-MANDATORY>                  0
<PREFERRED>                            0
<COMMON>                          54,011
<OTHER-SE>                      2,070,340
<TOTAL-LIABILITY-AND-EQUITY>   2,700,827
<SALES>                          627,000
<TOTAL-REVENUES>                 615,263
<CGS>                            755,000
<TOTAL-COSTS>                    755,000
<OTHER-EXPENSES>                 276,266
<LOSS-PROVISION>                       0
<INTEREST-EXPENSE>                     0
<INCOME-PRETAX>                 (416,003)
<INCOME-TAX>                           0
<INCOME-CONTINUING>             (416,003)
<DISCONTINUED>                         0
<EXTRAORDINARY>                        0
<CHANGES>                              0
<NET-INCOME>                    (416,003)
<EPS-PRIMARY>                       (.08)
<EPS-DILUTED>                       (.08)
        

</TABLE>
EX-34.6
(logo) ERNST & YOUNG

Ernst & Young LLP
Suite 1000
55 Ivan Allen Jr. Boulevard
Atlanta, Georgia 30308

Phone: (404) 874-8300
www.ey.com



Report of Independent Registered Public Accounting Firm


To the Board of Directors:

We have examined management's assertion, included in the accompanying Report on
Assessment of Compliance with Securities and Exchange Commission's Regulation AB
Servicing Criteria, that ZC Sterling Insurance Agency, Inc. ('the Company' or
'ZCSIA') complied with certain servicing criteria set forth in Item 1122(d) of
the Securities and Exchange Commission's Regulation AB for the ZC Sterling
Automated Tracking Solution (Tracking System) Hazard Insurance Outsourcing
Platform (the Platform) as of and for the year ended December 31, 2007. The
Company has determined that only certain servicing criteria Item 1122 (d)(1)
(iv), Item 1122(d)(4)(xi), Item 1122(d)(4)(xii), and Item 1122(d)(4)(xiii) are
applicable to the activities performed by them with respect to the Platform
covered by this report. The Company has determined that the remaining servicing
criteria set forth in Item 1122(d) of the Securities and Exchange Commission's
Regulation AB are not applicable to the activities performed by them with
respect to the Platform covered by this report. See Appendix A of management's
assertion for the Platform and Servicers covered by this report. Management is
responsible for the Company's compliance with those servicing criteria. Our
responsibility is to express an opinion on management's assertion about the
Company's compliance with the servicing criteria based on our examination.

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants, as
adopted by the Public Company Accounting Oversight Board (United States) and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the applicable servicing criteria and performing such other
procedures as we considered necessary in the circumstances. Our examination
included testing of less than all of the servicing activities related to the
Platform, and determining whether the Company performed those selected
activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the servicing activities performed by the Company
during the period covered by this report. Our procedures were not designed to
determine whether errors may have occurred either prior to or subsequent to our
tests that may have affected the balances or amounts calculated or reported by
the Company during the period covered by this report for the Platform. We
believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.

In our opinion, management's assertion that the Company complied with the
aforementioned servicing criteria as of and for the year ended December 31,
2007 for the Platform is fairly stated, in all material respects.



/s/ Ernst & Young LLP



February 14, 2008



A member firm of Ernst & Young Global Limited
#### UNITED STATES of America, Plaintiff-Appellee, v. Cristobal HERNANDEZ-LOSOYA, Defendant-Appellant.

No. 05-41261

Summary Calendar.

United States Court of Appeals, Fifth Circuit.

Oct. 27, 2006.

James Lee Turner, Assistant U.S. Attorney, U.S. Attorney’s Office Southern District of Texas, Houston, TX, for Plaintiff-Appellee.

Philip T. Cowen, Brownsville, TX, for Defendant-Appellant.

*681Before JONES, Chief Judge, and KING and DAVIS, Circuit Judges.

PER CURIAM: *

Cristobal Hernandez-Losoya appeals the sentence imposed by the district court following his guilty-plea conviction for possession with intent to distribute in excess of 100 kilograms of marijuana in violation of 21 U.S.C. § 841(a)(1) & (b)(1)(B). He argues that the district court’s determination that it was bound to impose the statutory mandatory minimum sentence was plain error and an incorrect application of the Guidelines in light of *United States v. Booker,*543 U.S. 220, 125 S.Ct. 738, 160 L.Ed.2d 621 (2005). Because Hernandez-Losoya did not raise this issue in the district court, review is limited to plain error. *See United States v. Cotton,*535 U.S. 625, 631-32, 122 S.Ct. 1781, 152 L.Ed.2d 860 (2002).

Hernandez-Losoya has not shown that *Booker*rendered the application of the “safety valve” provision or the statutory mandatory minimum sentences in § 841 discretionary. He has not shown that the sentencing judge would have reached a significantly different result under an advisory sentencing scheme. *See United States v. Mares,*402 F.3d 511, 521 (5th Cir.), *cert. denied,*— U.S. -, 126 S.Ct. 43, 163 L.Ed.2d 76 (2005). Accordingly, Hernandez-Losoya has not shown that the district court committed error, much less plain error, by sentencing him to the statutory mandatory minimum sentence or by declining to apply the “safety valve” provision when he failed to meet the criteria. *See Cotton,*535 U.S. at 631-32, 122 S.Ct. 1781.

AFFIRMED.

*

 Pursuant to 5th Cir. R. 47.5, the court has determined that this opinion should not be published and is not precedent except under the limited circumstances set forth in 5th Cir. R. 47.5.4.
#### Cobble Creek Consulting, Inc., et al., Appellants, v Sichenzia Ross Friedman Ference LLP, Respondent.

[973 NYS2d 595]

Order, Supreme Court, New York County (Marcy S. Friedman, J.), entered June 26, 2012, which granted defendant’s motion to dismiss the complaint alleging legal malpractice and breach of fiduciary duty, unanimously affirmed, without costs.

The motion court properly dismissed the claim of legal malpractice, as plaintiffs failed to allege how any negligence was the proximate cause of their damages *(see O’Callaghan v Brunelle,*84 AD3d 581, 582 [1st Dept 2011], *lv denied*18 NY3d 804 [2012]; *McLoughlin v Sullivan Papain Block McGrath & Cannavo, P.C.,*18 AD3d 245, 246 [1st Dept 2005], *lv denied*5 NY3d 709 [2005]). The motion court considered plaintiffs’ allegations, quoted in its decision, that defendant acted in a manner contrary to its discussions with plaintiffs by assisting the subject corporation in eliminating the Preferred A shares. As the motion court noted, plaintiffs alleged only that the parties had discussed, and defendant failed to include, a provision in the certificate of designation that prevented changes in the common stock structure from affecting the conversion rate of plaintiffs’ Preferred A stock. Plaintiffs did not challenge the inclusion of language in the certificate of designation that allows *changes in*the value or voting rights of Preferred A shares by a majority vote of Preferred A shareholders. The complaint *551reveals that a vote held pursuant to this latter provision is what altered the conversion ratio, allegedly rendering plaintiffs’ stock virtually worthless. Thus, inclusion of the anti-dilution provision plaintiffs cite would not have altered the result. Accordingly, plaintiffs failed to set forth facts showing that, but for defendant’s conduct, plaintiffs would not have incurred any damages.

Plaintiffs further alleged, without elaborating, that defendant failed to advise them to seek independent counsel at any time. Plaintiffs failed to allege how this omission proximately caused their injuries. Any claim that independent counsel could have negotiated a provision prohibiting changes to the certificate or any changes to the conversion ratio, even upon a majority vote, or could have insulated plaintiffs from incurring any losses upon a conversion, is speculative.

The motion court correctly dismissed the breach of fiduciary duty claim as duplicative, because it was based on the same facts and alleged the same damages as the legal malpractice claim *(Bernard v Proskauer Rose, LLP,*87 AD3d 412, 416 [1st Dept 2011]; *cf. Ulico Cas. Co. v Wilson, Elser, Moskowitz, Edelman & Dicker,*56 AD3d 1, 8 [1st Dept 2008]).

The motion court properly dismissed the complaint with prejudice. Plaintiffs do not elaborate on how any defects in the complaint would have been addressed if they had been given leave to amend *(see generally Thompson v Cooper,*24 AD3d 203, 205 [1st Dept 2005]). Concur — Gonzalez, P.J., Tom, Saxe, Manzanet-Daniels and Gische, JJ. [Prior Case History: 2012 NY Slip Op 31677(U).]