FORM OF RATE REDUCTION CERTIFICATE



 EXHIBIT 4.5 
  
 FORM OF CERTIFICATE 
  
 REGISTERED 

			
	NO. [                ]	 	$[                ]

  
 MASSACHUSETTS RRB
SPECIAL PURPOSE TRUST 2005-1 
 CLASS [    ] 
 RATE REDUCTION CERTIFICATE 
  

							
	 INTEREST RATE

	 	 SCHEDULED FINAL
 DISTRIBUTION DATE

	 	 FINAL MATURITY DATE

	 	 CUSIP


	 	 	 

  
 REGISTERED OWNER: Cede & Co.

  
 PRINCIPAL AMOUNT: 
  
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 This Certificate evidences a fractional undivided beneficial interest in the Underlying Notes (as defined below) of the corresponding class issued by BEC
Funding II, LLC, a Delaware limited liability company, and CEC Funding, LLC, a Delaware limited liability company, and the proceeds thereof, held by a trust or registered assigns, as more fully described herein. The Underlying Notes of a Note Issuer
represent the obligations only of that Note Issuer, and do not represent obligations of any other Note Issuer. 
  
 This Certificate does not represent an interest in or obligation of the Commonwealth of Massachusetts, the Massachusetts Health and Educational Facilities
Authority or the Massachusetts Development Finance Agency (collectively, the “Agencies”), any other governmental agency or instrumentality or Boston Edison Company, a Massachusetts corporation (“Boston Edison”), or Commonwealth
Electric Company, a Massachusetts corporation (“Commonwealth Electric”), or any of their affiliates. None of the Certificate, the Underlying Notes or the underlying Transition Properties (as defined in the Certificate Indenture) will be
guaranteed or insured by the Commonwealth of Massachusetts, either of the Agencies, the Trust (as defined below) or any other governmental agency or instrumentality or by Boston Edison, Commonwealth Electric or their affiliates. 







 Neither the full faith and credit nor the taxing power of the Commonwealth of Massachusetts, either of
the Agencies or any other governmental agency or instrumentality is pledged to the payment of the principal of, purchase price of, or interest on, this Certificate or the Underlying Note, or to the payments in respect of the Transition Property, nor
are the Commonwealth of Massachusetts, either of the Agencies or any other governmental agency or instrumentality in any manner obligated to make any appropriation for the payment thereof. 
  
 To the extent not otherwise defined herein, the capitalized terms used herein
have the meanings assigned to them in the Certificate Indenture. 
  
 THIS CERTIFIES THAT CEDE & CO., as nominee for The Depository Trust Company, for value received, is the registered owner of a Principal Amount (stated above) of nonassessable, fully-paid, fractional undivided beneficial interest in the
related Underlying Notes and the proceeds thereof held by Massachusetts RRB Special Purpose Trust 2005-1 (the “Trust”) or registered assigns. The Trust is created pursuant to a Declaration of Trust dated as of January 26, 2005 by The Bank
of New York (Delaware), as Delaware Trustee (the “Delaware Trustee”), and the Agencies, acting jointly as settlors thereunder pursuant to Chapter 164 of the Massachusetts Acts of 1997 (the “Statute”). This Certificate is issued
under and is subject to the terms, provisions, and conditions of, a Certificate Indenture dated as of February     , 2005 (the “Certificate Indenture”), by and among the Delaware Trustee, The Bank of New York, as
certificate trustee (the “Certificate Trustee”), and the Trust, a summary of certain of the pertinent provisions of which is set forth below. This Certificate is one of the duly authorized class of Certificates designated as
“Massachusetts RRB Special Purpose Trust 2005-1 Rate Reduction Certificates, Class [    ]” (herein called the “Class [    ] Certificates”). The Class [    ] Certificates
are one of a class of Certificates issued under the Certificate Indenture (such Class [    ] Certificates, together with other Classes of Certificates issued on the date hereof under the Certificate Indenture being herein called
the “Certificates”). The holder of this Certificate (the “Holder”), by virtue of its acceptance hereof, assents and agrees to be bound by the terms of the Certificate Indenture. This Class [    ] Certificate
represents a fractional undivided beneficial interest in the notes of the corresponding class (the “Underlying Notes”) issued by BEC Funding II, LLC, as BEC Note Issuer, and CEC Funding LLC, as CEC Note Issuer, together with the payments
on and proceeds of the Underlying Notes. The Underlying Notes are secured by a security interest in the property right created under the Statute, pursuant to the order of the Massachusetts Department of Telecommunications and Energy, DTE-04-70,
issued on January 21, 2005 (the “Financing Order”), representing the irrevocable right of each of Boston Edison and Commonwealth Electric or their assignees to receive a certain nonbypassable charge (as adjusted from time to time) from
certain retail customers of Boston Edison’s and Commonwealth Electric’s respective distribution systems, together with certain related collateral, all as more fully described in the Note Indentures. 
  
 The aggregate principal amount of all Certificates of all Classes issued
under the Certificate Indenture equals the aggregate principal amount of the Underlying Notes of all Classes of the Note Issuers, and all such Certificates are and will be equally secured by the pledge and covenants made therein, except as otherwise
expressly provided or permitted in the Certificate Indenture. 







 Subject to and in accordance with the terms of the Certificate Indenture, there will be distributed on
each March 15 and September 15 of each year or, if any such day is not a Business Day, the next succeeding Business Day (each, a “Distribution Date”), commencing on September 15, 2005 to the Person in whose name this Certificate is
registered at the close of business on the last Business Day immediately preceding the related Distribution Date or, if Definitive Certificates are issued, the last day of the immediately preceding calendar month (each, a “Record Date”),
such Holder’s fractional undivided interest in the payments made on the Underlying Notes due on the related Payment Date, the receipt of which has been confirmed by the Certificate Trustee. Subject to and in accordance with the terms of the
Certificate Indenture, in the event that a Special Payment on an Underlying Note is received by the Certificate Trustee, from funds then available to the Certificate Trustee, there will be distributed on the applicable Special Distribution Date, to
the Person in whose name this Certificate is registered on the Record Date preceding the Special Distribution Date, as applicable, such Holder’s fractional undivided share of such amount. The Special Distribution Date will be determined as
provided in the Certificate Indenture. The Certificate Trustee will mail notice of each Special Payment and the related Special Distribution Date to the Holder as provided in the Certificate Indenture. 
  
 Distributions on this Certificate will be made as provided in the Certificate
Indenture by the Certificate Trustee by wire transfer or check mailed to the Holder of record in the Certificate Register without the presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to
Certificates registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such
nominee. Except as otherwise provided in the Certificate Indenture and notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Certificate Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office of the Paying Agent or the office or agency maintained for that purpose by the Certificate Trustee in The City of New York. 
  
 Subject to and in accordance with the terms of the Certificate Indenture, the Trust has represented and warranted under the
Certificate Indenture that the Trust constitutes a “special purpose trust” and a “financing entity” under Section 1H(a) of the Statute, and that the Certificates constitute “electric rate reduction bonds” under Section
1H(a) of the Statute and that the Holders are entitled to the rights and benefits thereunder. Pursuant to Section 1H(b)(3) of the Statute, the Commonwealth of Massachusetts has pledged and agreed with the Note Issuers, the Trust and the Holders (the
“Commonwealth of Massachusetts Pledge”) as follows: 
  
 [T]he [C]ommonwealth [of Massachusetts] does hereby pledge and agree with the owners of the transition property and holders of electric rate reduction bonds that the [C]ommonwealth [of Massachusetts] shall not (i)
alter the provisions of this chapter which make the transition charges imposed by the financing order irrevocable and binding or (ii) limit or alter the reimbursable transition costs amounts, transition property, financing orders, and all rights
thereunder until the electric rate reduction bonds, together with the interest thereon, are fully met and discharged. 







 In addition, the Trust has pledged and agreed with the Note Issuers and the Holders that it will not act
in a manner inconsistent with the Commonwealth of Massachusetts Pledge and will not take any action that would impair any rights of any Note Issuer or the Holders in the Notes of any Note Issuer, the Transition Property of any Note Issuer or the
Certificates. 
  
 Reference is hereby made to the further
provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
  
 Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Certificate Trustee
by manual signature, this Certificate shall not be entitled to any benefit under the Certificate Indenture or any other Basic Document or be valid for any purpose. 
  
 THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAW OF THE STATE OF DELAWARE, 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 LAW. 
  
 Any reduction in the principal amount of any Certificate effected by any distribution in respect of principal thereof shall
be binding upon all Holders of such Certificate and of any Certificate issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof, whether or not noted thereon. 
  
 It is expressly agreed and understood by the parties hereto that (a) this
Certificate is executed by The Bank of New York (Delaware) and authenticated and delivered by The Bank of New York, not individually or personally but solely as Delaware Trustee and Certificate Trustee, respectively, on behalf of the Trust in the
exercise of the powers and authority conferred and vested in them, (b) the representations, undertakings and agreements herein made by the Delaware Trustee and Certificate Trustee on behalf of the Trust are made and intended not as personal
representations, undertakings and agreements of either trustee, but are made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on The Bank of New York (Delaware) or The
Bank of New York, individually or personally, to perform any covenant either expressed or implied herein, except in their capacity as Delaware Trustee and Certificate Trustee, respectively, all such liability being expressly waived by all Persons,
and (d) under no circumstances shall The Bank of New York (Delaware) or The Bank of New York be personally liable for the payment of any indebtedness or expenses of the Trust, or be personally liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under the Certificate Indenture. 







 IN WITNESS WHEREOF, the Delaware Trustee on behalf of the Trust has caused this Certificate to be duly
executed. 
  

			
	MASSACHUSETTS RRB SPECIAL PURPOSE TRUST 2005-1
	
	 By: THE BANK OF NEW YORK (DELAWARE),
 not in its individual capacity but solely as Delaware
 Trustee

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  











 CERTIFICATE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
  
 Dated: [            ] 

 
 This is one of the Certificates referred to in the within-mentioned
Certificate Indenture. 
  

			
	 THE BANK OF NEW YORK, not in its individual

capacity but solely as Certificate Trustee

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  











 [FORM OF REVERSE OF CERTIFICATE] 
  
 The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the
Certificate Indenture. All payments or distributions made to Holders under the Certificate Indenture shall be made only from the Trust Property and only to the extent that the Certificate Trustee shall have sufficient income or proceeds from the
Trust Property to make such payments in accordance with the terms of the Certificate Indenture. Each Holder, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for
distribution to such Holder as provided in the Certificate Indenture. Amounts paid to the Holders under the Certificate Indenture shall be allocated to principal on the Certificates to the extent such amounts represented principal payments on the
Underlying Notes and shall be allocated to interest on the Certificates to the extent such amounts represented interest on the Underlying Notes. This Certificate does not purport to summarize the Certificate Indenture and reference is made to the
Certificate Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby. A copy of the Certificate Indenture may be examined during normal business hours at the principal office of
the Certificate Trustee, and at such other places, if any, designated by the Certificate Trustee, by any Holder upon request. 
  
 The Certificate Indenture permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights of the Holders under
the Certificate Indenture at any time by the Trust and the Certificate Trustee with the consent of the Holders holding Certificates representing not less than a majority of the aggregate Outstanding Amount of Certificates of each affected Class
issued by the Trust. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon this Certificate. The Certificate Indenture also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

  
 As provided in the Certificate Indenture and subject to
certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Certificate Trustee in
its capacity as Certificate Registrar, or by any successor Certificate Registrar, in the Borough of Manhattan, The City of New York, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Certificate Trustee and
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate fractional undivided
beneficial interest in the Underlying Note will be issued to the designated transferee or transferees. 
  
 The Certificates are issuable only as registered Certificates without coupons in Minimum Denominations of $1,000 Original Principal Amount and integral
multiples thereof. As provided in the Certificate Indenture and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate fractional undivided
beneficial interest in the Underlying Notes, as requested by the Holder surrendering the same. 







 The holder, by purchase of this certificate, will be deemed to represent that such purchase will not
result in a non-exempt prohibited transaction under the Internal Revenue Code of 1986, as amended, or the Employee Retirement Income Security Act of 1974, as amended, and, in each case, the rules and regulations thereunder. 
  
 No service charge will be made for any such registration of transfer or
exchange, but the Certificate Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. 
  
 The Certificate Trustee, the Certificate Registrar, and any agent of the Certificate Trustee or the Certificate Registrar may treat the person in whose
name this Certificate is registered as the owner hereof for all purposes, and neither the Certificate Trustee, the Certificate Registrar, nor any such agent shall be affected by any notice to the contrary. 
  
 The obligations and responsibilities created by the Certificate Indenture
shall terminate with respect to the Certificates upon the distribution to the Holders of all amounts required to be distributed to them pursuant to the Certificate Indenture and the disposition of all property held as part of the Trust Property,
except certain indemnity obligations of the Note Issuers to the Certificate Trustee under the Fee and Indemnity Agreement.