0001193125-05-043721 Sample Contracts

ADMINISTRATION AGREEMENT
Administration Agreement • March 7th, 2005 • CEC Funding, LLC • Asset-backed securities • Massachusetts

This Administration Agreement, dated as of March 1, 2005, is made by and between CEC Funding, LLC, a Delaware limited liability company (the “Note Issuer”), and Commonwealth Electric Company, a Massachusetts corporation, as Administrator (the “Administrator”).

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BEC FUNDING II, LLC, as Note Issuer and MASSACHUSETTS RRB SPECIAL PURPOSE TRUST 2005-1, as Certificate Issuer
Note Purchase Agreement • March 7th, 2005 • CEC Funding, LLC • Asset-backed securities • Massachusetts

NOTE PURCHASE AGREEMENT (this “Agreement”) dated as of March 1, 2005, between BEC FUNDING II, LLC, a Delaware limited liability company (the “Note Issuer”), and MASSACHUSETTS RRB SPECIAL PURPOSE TRUST 2005-1, a Delaware statutory trust (the “Certificate Issuer “) formed under the Declaration of Trust.

BEC FUNDING II, LLC, as Note Issuer and BOSTON EDISON COMPANY, as Servicer TRANSITION PROPERTY SERVICING AGREEMENT Dated as of March 1, 2005
Transition Property Servicing Agreement • March 7th, 2005 • CEC Funding, LLC • Asset-backed securities • Massachusetts

This TRANSITION PROPERTY SERVICING AGREEMENT, dated as of March 1, 2005, is between BEC Funding II, LLC, a Delaware limited liability company (the “Note Issuer”), and Boston Edison Company, a Massachusetts corporation.

BEC FUNDING II, LLC, as Note Issuer and THE BANK OF NEW YORK, as Note Trustee
Note Indenture • March 7th, 2005 • CEC Funding, LLC • Asset-backed securities • Massachusetts

NOTE INDENTURE dated as of March 1, 2005, between BEC FUNDING II, LLC, a Delaware limited liability company (the “Note Issuer”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Note Trustee”).

TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT between CEC FUNDING, LLC Note Issuer and COMMONWEALTH ELECTRIC COMPANY Seller Dated as of March 1, 2005
Transition Property Purchase and Sale Agreement • March 7th, 2005 • CEC Funding, LLC • Asset-backed securities • Massachusetts

This TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT, dated as of March 1, 2005 is between CEC Funding, LLC, a Delaware limited liability company (the “Note Issuer”), and Commonwealth Electric Company, a Massachusetts corporation (together with its successors in interest to the extent permitted hereunder, the “Seller”).

Contract
Cross Indemnity Agreement • March 7th, 2005 • CEC Funding, LLC • Asset-backed securities • Delaware

CROSS INDEMNITY AGREEMENT dated as of March 1, 2005 (the “Agreement”), is entered into between BEC Funding II, LLC (“BEC”) and CEC Funding, LLC (“CEC”). BEC and CEC are jointly referred to herein as the “Parties” and each singly as a “Party.”

UNDERWRITING AGREEMENT
Underwriting Agreement • March 7th, 2005 • CEC Funding, LLC • Asset-backed securities • New York
BEC FUNDING II, LLC AND CEC FUNDING, LLC, as Note issuers THE BANK OF NEW YORK, in its separate capacity as Certificate Trustee THE BANK OF NEW YORK (DELAWARE), in its separate capacity as Delaware Trustee, MASSACHUSETTS RRB SPECIAL PURPOSE TRUST...
Fee and Indemnity Agreement • March 7th, 2005 • CEC Funding, LLC • Asset-backed securities • Massachusetts

FEE AND INDEMNITY AGREEMENT dated as of _ March 1, 2005 (as amended or restated from time to time, the “Agreement”), among THE BANK OF NEW YORK (DELAWARE), in its separate capacity as Delaware Trustee (the “Delaware Trustee”) under the Declaration of Trust (the “Declaration of Trust”), dated as of January 26, 2005, the MASSACHUSETTS DEVELOPMENT FINANCE AGENCY and the MASSACHUSETTS HEALTH AND EDUCATIONAL FACILITIES AUTHORITY (collectively herein, the “Agencies”), acting jointly pursuant to Chapter 164 of the Massachusetts Acts of 1997 (the “Statute”) as Settlors under the Declaration of Trust, MASSACHUSETTS RRB SPECIAL PURPOSE TRUST 2005-1, as Certificate Issuer (the “Certificate Issuer” or the “Trust”), THE BANK OF NEW YORK, in its separate capacity as Certificate Trustee (the “Certificate Trustee”) under the Certificate Indenture (the “Certificate Indenture”) of even date herewith, BEC FUNDING II, LLC and CEC FUNDING, LLC, as Note Issuers (the “Note Issuers” and individually, a “Note

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