FORM OF ADMINISTRATION AGREEMENT (CEC FUNDING II, LLC)



 EXHIBIT 10.4.2 
  
 ADMINISTRATION AGREEMENT 
  
 This Administration Agreement, dated as of             
    , 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”). 
  
 RECITALS 
  
 A. WHEREAS, the Note Issuer is issuing the Notes pursuant to the Note
Indenture dated as of                  , 2005 (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the
“Note Indenture”; capitalized terms used herein and not defined herein shall have the meanings assigned such terms in the Note Indenture), between the Note Issuer and The Bank of New York, as Note Trustee (in such capacity, the “Note
Trustee”). 
  
 B. WHEREAS, the Note Issuer has entered into
certain agreements in connection with the issuance of the Notes, including (i) a Transition Property Purchase and Sale Agreement dated as of             
    , 2005 (the “Sale Agreement”), between the Note Issuer and Commonwealth Electric Company, as Seller (in such capacity, the “Seller”), (ii) a Transition Property Servicing Agreement dated as of
                 , 2005 (the “Servicing Agreement”), between the Note Issuer and Commonwealth Electric Company, as Servicer (in such capacity,
the “Servicer”), (iii) an Underwriting Agreement dated as of                  , 2005 (the “Underwriting Agreement”), among the Note
Issuer, Commonwealth Electric Company, BEC Funding II, LLC, Boston Edison Company, and the Underwriters named therein, (iv) the Note Indenture, (v) a Note Purchase Agreement dated as of
                 , 2005 (the “Note Purchase Agreement”) between the Note Issuer and Massachusetts RRB Special Purpose Trust 2005-1 (the
“Trust”) and (vi) a Fee and Indemnity Agreement dated as of                  , 2005 (the “Fee Agreement”) among BEC Funding II, LLC,
the Bank of New York (Delaware) as Delaware Trustee, the Massachusetts Development Finance Agency, the Massachusetts Health and Educational Facilities Authority, the Bank of New York as Certificate Trustee, the Note Issuer, and the Trust (the Sale
Agreement, the Servicing Agreement, the Underwriting Agreement, the Note Indenture, the Note Purchase Agreement and the Fee Agreement, all as amended or modified from time to time, are hereinafter referred to collectively as the “Related
Agreements”); 
  
 C. WHEREAS, pursuant to the Related
Agreements, the Note Issuer is required to perform certain duties in connection with the Notes and the collateral therefor pledged pursuant to the Note Indenture (the “Collateral”) and to maintain its existence and comply with applicable
laws; 
  
 D. WHEREAS, the Note Issuer has no employees, other than
its officers, and does not intend to hire any additional employees, and consequently desires to have the Administrator perform certain duties of the Note Issuer referred to in the preceding clause, and to provide such additional services consistent
with the terms of this Agreement and the Related Agreements as the Note Issuer may from time to time request; and 







 E. WHEREAS, the Administrator has the capacity to provide the services and the facilities required hereby
and is willing to perform such services and provide such facilities for the Note Issuer on the terms set forth herein; 
  
 NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties agree as follows: 
  
 ARTICLE
I. 
  
 Duties of Administrator 
  
 Section 1.01 Appointment of Administrator: Acceptance of Appointment.
The Note Issuer hereby appoints the Administrator, and the Administrator hereby accepts such appointment, to perform the Administrator’s obligations pursuant to this Agreement on behalf of and for the benefit of the Note Issuer in accordance
with the terms of this Agreement and applicable law. 
  
 Section
1.02 Duties with Respect to the Related Agreements (a) The Administrator agrees to perform all its duties as Administrator hereunder in accordance with the terms of this Agreement and applicable law. In addition, the Administrator shall
consult with the Note Issuer regarding the Note Issuer’s duties under the Related Agreements. Unless otherwise notified in writing by the Note Issuer, the Administrator shall prepare for execution by the Note Issuer, or shall cause the
preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Note Issuer to prepare, file or deliver pursuant to any Related Agreement. In furtherance of the
foregoing, the Administrator shall take all appropriate action that it is the duty of the Note Issuer to take pursuant to the Note Indenture including, without limitation, such of the foregoing as are required with respect to the following matters
under the Note Indenture (references are to sections of the Note Indenture): 
  
 (1) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Note Trustee (Section 2.03); 
  
 (2) the duty to keep the Note Register and to give the Note
Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.05); 
  
 (3) the fixing or causing to be fixed of any special record date and the notification of each affected Noteholder with respect to special
record dates, payment dates, and the amount of defaulted interest (plus interest on such defaulted interest) to be paid, if any (Section 2.08(c)); 
  

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 (4) the preparation, obtaining or filing of the instruments, opinions and certificates
and other documents required for the release of collateral (Section 2.11); 
  
 (5) the duty to cause newly appointed Paying Agents, if any, to deliver to the Note Trustee the instrument specified in the Note Indenture regarding funds held in trust (Section 3.03); 
  
 (6) the direction to Paying Agents to pay to the Note
Trustee all sums held in trust by such Paying Agents (Section 3.03); 
  
 (7) the preparation and filing of all documents and instruments necessary to maintain the Note Issuer’s existence, rights and franchises as a limited liability company under the laws of the State of Delaware
(unless the Note Issuer becomes, or any successor Note Issuer under the Note Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents
and instruments necessary to maintain such Note Issuer’s existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04); 
  
 (8) the obtaining and preservation of the Note Issuer’s qualification to do business in each jurisdiction in which such qualification
is or shall be necessary to protect the validity and enforceability of the Note Indenture, the Notes, the Collateral and each other instrument or agreement included in the Collateral (Section 3.04); 
  
 (9) the preparation of all supplements and amendments to the
Note Indenture, filings with the DTE pursuant to the Statute, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Note Indenture, necessary to protect the
Collateral (Section 3.05); 
  
 (10) the obtaining
of the Opinions of Counsel and the delivery of such Opinions of Counsel, in accordance with Section 3.06 of the Note Indenture, as to the Collateral, and the annual delivery of the Officer’s Certificate and certain other statements, in
accordance with Section 3.09 of the Note Indenture, as to compliance with the Note Indenture (Section 3.06 and 3.09); 
  
 (11) the identification to the Note Trustee in an Officer’s Certificate of any Person with whom the Note Issuer has contracted to
perform its duties under the Note Indenture (Section 3.07(b)); 
  
 (12) the preparation and filing of all documents required under the Statute relating to the transfer of the ownership or security interest in the Transition Property (Section 3.07(i)); 
  
 (13) the annual preparation and delivery of an
Officer’s Certificate to the Note Trustee, the Certificate Trustee, the Agencies and the Rating Agencies as to compliance with conditions and covenants under the Note Indenture (Section 3.09); 
  

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 (14) the preparation and obtaining of documents and instruments required for the release
of the Note Issuer from its obligations under the Note Indenture (Section 3.11(b)); 
  
 (15) the delivery of notice to the Note Trustee and the Rating Agencies of each Event of Default and each default by the Servicer or
Seller of its obligations under the Servicing Agreement or the Sale Agreement, respectively (Sections 3.07(d) and 3.9); 
  
 (16) the preparation of an Officer’s Certificate and Independent Certificate relating to (i) the satisfaction and discharge of the
Note Indenture under Section 4.01 of the Note Indenture or (ii) the exercise of the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Note Indenture (Sections 4.01 and 4.02); 
  
 (17) the furnishing to the Note Trustee of (i) each Record
Date with respect to each Series and (ii) the names and addresses of Noteholders during any period when the Note Trustee is not the Note Registrar (Section 7.01); 
  
 (18) to the extent not required to be performed by the Servicer, the preparation and, after execution by the
Note Issuer, the Delaware Trustee or the Certificate Trustee (as the case may be), the filing with the SEC and the Note Trustee of the annual reports and of the information, documents and other reports, including filings on behalf of the Trust
pursuant to the Certificate Indenture, the Declaration of Trust or otherwise, required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and the transmission of such
summaries, as necessary, to the Noteholders (Sections 3.07(h) and 7.03); 
  
 (19) the notification of the Note Trustee if and when the Notes are listed on any stock exchange (Section 7.04); 
  
 (20) the opening of one or more segregated trust accounts in the Note Trustee’s name, the preparation of Issuer Orders, and the
obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to investment and reinvestment of funds in the Collection Account (Section 8.02 and 8.03); 
  
 (21) the preparation of Issuer Requests and Officers’ Certificates and the obtaining of an Opinion of
Counsel and Independent Certificates, if necessary, for the release of the Collateral (Section 8.04 and 8.05); 
  
 (22) the preparation of Issuer Orders and the obtaining of Officers’ Certificates with respect to the execution of supplemental
indentures (Sections 9.01 and 9.02); 
  
 (23) the
preparation of new Notes conforming to any supplemental indenture (Section 9.04); 
  
 (24) the notification of the Note Trustee of any redemption of the Notes (Sections 10.01 and 10.04); 
  

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 (25) the preparation of all Officer’s Certificates and Independent Certificates with
respect to any requests by the Note Issuer to the Note Trustee to take any action under the Note Indenture (Section 11.01(a)); 
  
 (26) the preparation and delivery of Officers’ Certificates for the release of property from the lien of the Note Indenture (Section
11.01(b)); 
  
 (27) the notification of the Note
Trustee of any notice received by the Note Issuer from the Noteholders (Section 11.04); and 
  
 (28) the recording of the Note Indenture, if applicable, and the obtaining of an Opinion of Counsel in connection therewith (Section
11.14). 
  
 (b) The Administrator shall also take all appropriate
action that it is the duty of the Note Issuer to take pursuant to the Underwriting Agreement including, without limitation, the following matters (references are to sections of the Underwriting Agreement): 
  
 (a) to the extent not already delivered, the delivery to the Underwriters and
counsel for the Underwriters under the Underwriting Agreement, of copies of the Registration Statement (as defined in the Underwriting Agreement) (Section 5(a)(iii)); 
  
 (b) so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, the delivery to the
Underwriters and counsel for the Underwriters of as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters may reasonably request (Section 5(a)(iii)); 
  
 (c) to the extent not required to be performed by the Servicer, the
preparation and, after execution by the Note Issuer, the filing with the SEC of reports on Form SR as required by Rule 463 under the Act, and the delivery of such reports on Form SR, as filed with the Commission, to the Underwriters (Section
5(a)(iii)); 
  
 (d) the preparation and, after execution by the
Note Issuer, the filing of all documents and instruments necessary to qualify the Certificates for sale under the laws of such jurisdictions as the Underwriters may designate, and the maintenance of such qualifications in effect so long as required
for the distribution of the Certificates, subject to the qualifications, limitations and exceptions set forth in the Underwriting Agreement (Section 5(a)(iv)); 
  

(e) the arrangement for the determination of the legality of the Certificates for purchase by institutional investors (Section 5(a)(iv)); 

 
 (f) to the extent not already performed by the Servicer, the delivery to
the Representatives of the annual statements of compliance and the annual independent auditor’s servicing reports furnished to the Note Issuer or the Note Trustee pursuant to the Servicing Agreement or the Note Indenture (Section 5(a)(vi));

  

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 (g) so long as any of the Certificates are outstanding, and to the extent not already performed by the
Servicer, the delivery to the Underwriters of (i) a copy of any filings with the DTE pursuant to the Financing Order including, but not limited to, any Issuance Advice Letters and (ii) from time to time, any information concerning the Note Issuer to
the extent readily available, that the Underwriters may reasonably request (Section 5(a)(vii)); and 
  
 (h) to the extent, if any, that any rating necessary to satisfy the condition set forth in Section 6(r) of the Underwriting Agreement is conditioned upon
the furnishing of documents or the taking of other actions by the Note Issuer on or after the Closing Date (as defined in the Underwriting Agreement), the delivery of such documents and the taking of such actions (Section 5(a)(viii)). 
  
 Section 1.03 Additional Duties. (a) In addition to the duties of the
Administrator set forth above, the Administrator shall perform such calculations and shall prepare for execution by the Note Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Note Issuer to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Note Issuer shall take all appropriate action that it is the duty of the Note Issuer to
take pursuant to the Related Agreements. Subject to Section 5.01 of this Agreement, and in accordance with the directions of the Note Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in
connection with the Collateral and the Related Agreements as are not covered by any of the foregoing provisions and as are expressly requested by the Note Issuer and are reasonably within the capability of the Administrator. 
  
 (b) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be, in the
Administrator’s reasonable opinion, no less favorable to the Note Issuer than would be available from unaffiliated parties. 
  
 Section 1.04 Non-Ministerial Matters. (a) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the
Administrator shall not take any action unless the Administrator shall have notified the Note Issuer of the proposed action and the Note Issuer shall have consented. For the purpose of the preceding sentence, “non-ministerial matters”
shall include, without limitation: 
  
 (1) the
amendment of, or any supplement to, the Note Indenture; 
  
 (2) the initiation of any claim or lawsuit by the Note Issuer and the compromise of any action, claim or lawsuit brought by or against the Note Issuer (other than in connection with the collection of the RTC Charge);

  
 (3) the amendment, change or modification of
the Related Agreements; 
  
 (4) the appointment of
successor Note Registrars, successor Paying Agents and successor Note Trustees pursuant to the Note Indenture or the appointment of 
  

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 successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar,
Paying Agent or Note Trustee of its obligations under the Note Indenture; and 
  
 (5) the removal of the Note Trustee. 
  
 (b) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and hereby agrees that it shall not, take any action that the Note Issuer directs the Administrator not to take on its behalf.

  
 Section 1.05 Records. The Administrator shall maintain
appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Note Issuer and the Note Trustee at any time during normal business hours. 
  
 ARTICLE II.  
  
 Facilities 
  
 Section 2.01 Facilities. During the term of this Agreement, the
Administrator shall make available to or provide the Note Issuer with such facilities as are necessary to conduct the business of the Note Issuer and to comply with the terms of the Related Agreements. Such facilities shall include office space to
serve as the principal place of business of the Note Issuer. Initially such office space will be located at One NSTAR Way, Westwood, Massachusetts 02090. All facilities provided to the Note Issuer hereunder shall be provided without warranty of any
kind. 
  
 ARTICLE III.  
  
 Compensation 
  
 Section 3.01 Compensation. As compensation for the performance of the
Administrator’s obligations under this Agreement, including the provision of facilities pursuant to Section 2.01, the Administrator shall be entitled to a fee of $29,500 for each semi-annual period, payable on the Payment Date as defined in
Section 1.01(a) of the Note Indenture. In addition, the Note Issuer shall reimburse the Administrator for all filing fees and expenses, legal fees, fees of outside auditors and other out-of-pocket expenses incurred by the Administrator in the course
of performing its duties hereunder. The Administrator’s compensation and other expenses payable hereunder shall be paid from the Collection Account pursuant to Section 8.02(d) of the Note Indenture, and the Administrator shall have no recourse
against the Note Issuer for payment of such amounts other than in accordance with Section 8.02 of the Note Indenture. 
  

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 ARTICLE IV. 
  
 Additional Information 
  
 Section 4.01 Additional Information To Be Furnished to Note Issuer. The Administrator shall furnish to the Note Issuer from time to time such
additional information regarding the Collateral as the Note Issuer shall reasonably request. 
  
 ARTICLE V. 
  
 Miscellaneous
Provisions 
  
 Section 5.01 Independence of
Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Note Issuer with respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Note Issuer, the Administrator shall have no authority to act for or represent the Note Issuer in any way and shall not otherwise be deemed an agent of the Note Issuer. 
  
 Section 5.02 No Joint Venture. Nothing contained in this Agreement
shall (a) constitute the Administrator and the Note Issuer as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) be construed to impose any liability as such on any of them or (c)
be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others. 
  
 Section 5.03 Other Activities of Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses
or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Note Issuer. 
  
 Section 5.04 Term of Agreement: Resignation and Removal of
Administrator. (a) This Agreement shall continue in force for one year and one day after the retirement of all Notes issued pursuant to the Note Indenture. 
  

(b) Subject to Sections 5.04(e) and 5.04(f), the Administrator may resign its duties hereunder by providing the Note Issuer with at least 60 days prior
written notice. 
  
 (c) Subject to Sections 5.04(e) and 5.04(f),
the Note Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days prior written notice. 
  
 (d) Subject to Sections 5.04(e) and 5.04(f), at the sole option of the Note Issuer, the Administrator may be removed immediately upon written notice of
termination from the Note Issuer to the Administrator if any of the following events shall occur: 
  
 (1) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall
not cure such default within ten days (or, if such default is curable but cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Note Issuer); 
  

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 (2) a court having jurisdiction in the premises shall enter a decree or order for relief,
and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or 
  
 (3) the Administrator shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator,
assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any
general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. 
  
 The Administrator agrees that if any of the events specified in clause (2) or (3) of this Section shall occur, it shall give written notice thereof to the
Note Issuer and the Note Trustee within seven days after the happening of such event. 
  
 (e) No resignation or removal of the Administrator pursuant to this Section 5.04 shall be effective until (1) a successor Administrator shall have been appointed by the Note Issuer and (2) such successor Administrator
shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. 
  
 (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed
appointment. 
  
 Section 5.05 Action upon Termination,
Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 5.04(a) or the resignation or removal of the Administrator pursuant to Sections 5.04(b) or 5.04(c), respectively, the Administrator
shall be entitled to be paid all fees accruing to it and expenses accrued by it in the performance of its duties hereunder through the date of such termination, resignation or removal, to the extent permitted under Article III. The Administrator
shall forthwith upon such termination pursuant to Section 5.04(a) deliver to the Note Issuer all property and documents of or relating to the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the
Administrator pursuant to Sections 5.04(b) or 5.04(c), respectively, the Administrator shall cooperate with the Note Issuer and take all reasonable steps requested to assist the Note Issuer in making an orderly transfer of the duties of the
Administrator. 
  

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 Section 5.06 Notices. Unless otherwise specifically provided herein, all notices, directions,
consents and waivers required under the terms and provisions of this Administration Agreement shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile
transmission or electronic mail (confirmed by telephone, United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent
or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid: 
  

	 	(a)	if to the Note Issuer, to 

  

	 	 	CEC Funding, LLC 


	 	 	One NSTAR Way 


	 	 	Westwood, MA 02090 


	 	 	Attention: President 

  

	 	 	Facsimile: (781) 441-             


	 	 	Telephone: (781) 441-8900 

  

	 	(b)	if to the Administrator, to 

  

	 	 	Commonwealth Electric Company 


	 	 	One NSTAR Way 


	 	 	Westwood, MA 02090 


	 	 	Attention: Manager, Corporate Finance 


	 	 	Facsimile: (781) 441-             


	 	 	Telephone: (781) 441-8900 

  

	 	(c)	if to the Note Trustee, to 

  

	 	 	The Bank of New York 


	 	 	101 Barclay Street 


	 	 	Floor 8 West 


	 	 	New York, NY 10286 


	 	 	Attention: Asset Backed Finance Unit 


	 	 	Facsimile: (212) 815-5544 


	 	 	Telephone: (212) 815-5286 

  
 or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage
prepaid, telecopied or hand-delivered to the address of such party as provided above, except that notices to the Note Trustee are effective only upon receipt. 
  

Section 5.07 Amendments. This Agreement may be amended in writing by the Administrator and the Note Issuer with the written consent of the Note
Trustee, but without the 

  

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consent of any of the Noteholders or Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action
shall not, as evidenced by an Officer’s Certificate delivered to the Note Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder. 
  
 This Agreement may also be amended in writing from time to time by the Administrator and the Note Issuer with the written
consent of the Note Trustee and the written consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes of all Series, for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall increase or reduce in any manner the amount of,
or accelerate or delay the timing of, RTC Charge Collections without the consent of the Holders of all the outstanding Notes. 
  
 Promptly after the execution of any such amendment and the requisite consents, the Administrator shall furnish written notification of the substance of
such amendment to the Note Trustee and each of the Rating Agencies. 
  
 Approval by Noteholders of the substance of any proposed amendment or consent shall constitute sufficient consent of the Noteholders pursuant to this Section, and it shall not be necessary that Noteholders approve of the particular form of
any amendment or consent. 
  
 Prior to its consent to any
amendment to this Agreement, the Note Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that such amendment is authorized or permitted by this Agreement. The Note Trustee may, but shall not be obligated to, enter into
any such amendment which affects the Note Trustee’s own rights, duties or immunities under this Agreement or otherwise. 
  
 Section 5.08 Successors and Assigns. This Agreement may not be assigned by the Administrator unless such assignment is previously consented to in
writing by the Note Issuer and the Note Trustee and is subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in
the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Note Issuer and the Note Trustee to a corporation or other organization that is a
successor (by merger, consolidation or purchase of assets) to the Administrator, provided that such successor organization executes and delivers to the Note Issuer and the Note Trustee an agreement in which such corporation or other organization
agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder and the Rating Agency Condition is satisfied. Subject to the foregoing, this Agreement shall bind any successors or assigns of
the parties hereto. 
  
 Section 5.09 Limitations on Rights of
Others. The provisions of this Agreement are solely for the benefit of the Administrator, the Note Issuer, the Trust, the Note Trustee, the 

  

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Noteholders, the Certificate Trustee, the Certificateholders, the Delaware Trustee and the Agencies. The Noteholders and the Certificateholders shall be
entitled to enforce their rights and remedies against the Administrator under this agreement solely through a cause of action brought for their benefit by the Note Trustee or the Certificate Trustee, as the case may be, and nothing in this
Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Transition Property or under or in respect of this Agreement or any covenants, conditions or provisions
contained herein, except for the indemnities specifically provided in Section 5.15. The Persons listed in this section as having the benefit of this Agreement and the indemnified Persons listed in Section 5.15 shall have rights of enforcement with
respect to this Agreement. 
  
 Section 5.10 GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS. 
  
 Section 5.11 Headings. The
section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement. 
  
 Section 5.12 Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall
together constitute but one and the same agreement. 
  
 Section 5.13 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
  
 Section 5.14 Nonpetition Covenants. Notwithstanding any prior termination of this Agreement or the Note Indenture,
but subject to the DTE’s right to order the sequestration and payment of revenues arising with respect to the Transition Property notwithstanding any bankruptcy, reorganization or other insolvency proceedings with respect to the Seller of the
Transition Property pursuant to Section 1H(d)(5) of the Statute, the Administrator, solely in its capacity as a creditor of the Note Issuer, shall not, prior to the date which is one year and one day after the termination of the Note Indenture with
respect to the Note Issuer, petition or otherwise invoke or cause the Note Issuer or the Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Note Issuer or the
Trust under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Note Issuer or the Trust or any substantial part of the property
of the Note Issuer or the Trust, or, to the fullest extent permitted by law, ordering the winding up or liquidation of the affairs of the Note Issuer or the Trust. 
  

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 Section 5.15 Indemnification. The Administrator shall indemnify the Note Issuer, the Note Trustee,
the Delaware Trustee, the Certificate Trustee, the Trust, the Agencies, and their respective officers, officials, directors, managers, employees and agents (each an “Indemnified Person”) for, and defend and hold harmless each such Person
from and against, any and all liabilities, obligations, actions, suits, claims, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against any such Person as a result of the
Administrator’s willful misconduct or gross negligence in the performance of its duties or observance of its covenants under this Agreement. The Noteholders and the Certificateholders shall be entitled to enforce their rights and remedies
against the Administrator under this indemnification solely through a cause of action brought for their benefit by the Note Trustee or the Certificate Trustee, as the case may be. The Administrator will not, without the prior written consent of the
Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 5.15, (whether or not
the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or
proceeding. The indemnification obligations of the Administrator under this Section 5.15 shall survive the termination of this Agreement and the resignation or removal of the Note Trustee or Certificate Trustee. 
  

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 IN WITNESS WHEREOF, the parties have caused this Administration Agreement to be duly executed and
delivered under seal as of the day and year first above written. 
  

			
	CEC FUNDING, LLC, as Note Issuer
		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	COMMONWEALTH ELECTRIC COMPANY,
	as Administrator
		
	By:	 	  


	Name:	 	 
	Title:	 	 


  

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