FORM OF FEE AND INDEMNITY AGREEMENT



 EXHIBIT 10.5 
  

  
 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 2005-1, 
  
 as Certificate Issuer 
  
 and 
  
 MASSACHUSETTS DEVELOPMENT FINANCE AGENCY 
  
 acting jointly with 
  
 MASSACHUSETTS HEALTH AND EDUCATIONAL FACILITIES AUTHORITY 
  

as Settlors 
  

  
 FEE AND INDEMNITY AGREEMENT 
  
 Dated as of
                         , 2005 
  

  








 FEE AND INDEMNITY AGREEMENT dated as of
                         , 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
                         , 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 Issuer”) under the Note Indentures (the “Note
Indentures”) of even date herewith. All capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Certificate Indenture. 
  
 Section 1. Payment of Fees and Expenses of Certificate Trustee; Authorized Agents. 
  
 (a) Subject to Section 4 hereof, each Note Issuer hereby covenants and
agrees to pay to the Certificate Trustee (or any successor trustee) from time to time its pro rata share of the reasonable compensation for its services under the Certificate Indenture and to reimburse it for its reasonable expenses (including,
without limitation, reasonable legal fees and expenses and amounts owed to the Note Trustee and/or the Delaware Trustee that have been or are to be paid by the Certificate Trustee pursuant to Section 6.16 of the Certificate Indenture) incurred in
connection therewith, it being understood that the Certificate Trustee shall have no recourse against the Agencies or against the Notes or the payments thereon and proceeds thereof, for payment of such amounts. The foregoing shall not adversely
affect the right of the Certificate Trustee to receive payment of such amounts from amounts on deposit in the Collection Account (as defined in the related Note Indenture) in the priorities described in Section 8.02 of the related Note Indenture.
The Note Issuers’ obligations to make payments of such amounts to the Certificate Trustee shall be subject to the priorities set forth in Section 8.02 of the Note Indentures. For purposes of this Agreement, the term “pro rata share”
shall mean amounts incurred directly on behalf of a Note Issuer (e.g. expenses owed to the BEC Note Trustee by the BEC Note Issuer and paid by the Certificate Trustee, shall be an expense of that Note Issuer), and amounts that are not directly
allocable to a particular Note Issuer (e.g. the reasonable compensation of the Certificate Trustee) shall be allocated to the Note Issuers in proportion to the original principal amount of the Notes of each Note Issuer. 
  
 (b) Subject to Section 4 hereof, each Note Issuer further covenants and
agrees to pay, or cause to be paid, from time to time to each Authorized Agent its pro rata share of the reasonable compensation for its services and to reimburse it for its expenses incurred in connection with such service, it being understood that
no Authorized Agent shall have any recourse against the Agencies or against the Notes or the payments thereon and proceeds thereof, for payment of such amounts. The appointment of any Authorized Agent shall be subject to the approval of the Agencies
and the Note Issuers. 
  

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 (c) In addition, subject to Section 4 hereto, each Note Issuer covenants and agrees to reimburse the
Certificate Trustee its pro rata share for any tax incurred other than through gross negligence, bad faith or willful misconduct on the part of the Certificate Trustee, arising out of or in connection with the acceptance or administration of the
Trust Property under the Certificate Indenture (other than any tax attributable to the Certificate Trustee’s compensation for serving as such), including any costs and expenses incurred in contesting the imposition of any such tax. 

 
 (d) Notwithstanding anything herein to the contrary, if the Certificate
Trustee shall have entered into a fee agreement in writing with the Certificate Issuer with respect to the Certificate Trustee’s compensation for services under the Certificate Indenture, the terms of such fee agreement shall control and the
provisions of this Agreement shall not entitle the Certificate Trustee to greater compensation than that due and owing pursuant to such fee agreement. 
  
 Section 2. Payment of Fees and Expenses of Delaware Trustee. 
  
 (a) Each Note Issuer covenants and agrees to pay to the Delaware Trustee (or any successor trustee) from time to time its
pro rata share of the reasonable compensation for the Delaware Trustee’s services under the Declaration of Trust and the Certificate Indenture and to reimburse the Delaware Trustee for its pro rata share of the reasonable expenses (including,
without limitation, reasonable legal fees and expenses) incurred in connection therewith, it being understood that the Delaware Trustee shall have no recourse against the Agencies or against the Notes or the payments thereon and proceeds thereof,
for payment of such amounts. Each Note Issuers’ obligations to make payments of such amounts to the Delaware Trustee shall be subject to the priorities set forth in Section 8.02 of the Note Indentures. 
  
 (b) In addition, subject to Section 4 hereof, each Note Issuer covenants and
agrees to reimburse the Delaware Trustee for its pro rata share of any tax incurred other than through gross negligence, bad faith or willful misconduct on the part of the Delaware Trustee, arising out of or in connection with the acceptant or
administration of the Trust Property under the Declaration of Trust (other than any tax attributable to the Delaware Trustee’s compensation for serving as such), including any costs and expenses incurred in contesting the imposition of any such
tax. 
  
 (c) Notwithstanding anything herein to the contrary, if
the Delaware Trustee shall have entered into a fee agreement in writing with the Certificate Issuer with respect to its compensation for services under the Declaration of Trust and the Certificate Indenture, the terms of such other fee agreement
shall control and the provisions of this Agreement shall not entitle the Delaware Trustee to greater compensation than that due and owing pursuant to such fee agreement. 
  
 Section 3. Indemnity and Contribution. 
  
 (a) Each Note Issuer hereby covenants and agrees to indemnify, defend and hold harmless the Delaware Trustee, the
Certificate Trustee, the Certificate holders, the Trust, the Agencies and any of their respective affiliates, officers, directors, employees and agents (the “Indemnified Persons”) from and against the Note Issuer’s pro rata share of
any and all losses, claims, actions, suits, taxes, damages, expenses (including, without limitation, legal fees and expenses) and liabilities (including liabilities under state or federal securities laws) of any kind 

  

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and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted against such
Indemnified Persons with respect to the creation, operation or termination of the Certificate Issuer, the execution, delivery or performance of the Declaration of Trust or the Certificate Indenture, as the case may be, or the transactions
contemplated thereby, the failure of a Note Issuer or any other person (other than the person being indemnified) to perform its obligations hereunder or under any of the Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that a Note Issuer is not required to indemnify any Indemnified Person for any Expenses that result from the willful misconduct or gross negligence of such Indemnified Person and
the Certificate holders may only exercise their rights and remedies hereunder through the Certificate Trustee and no Certificate holder shall have any right to pursue any cause of action to enforce its rights and remedies hereunder except through
the Certificate Trustee. A Note Issuer 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 3(a), (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 Note Issuers under this Section 3(a) shall survive the termination of this Agreement and the resignation or
removal of the Note Trustee or Certificate Trustee. The obligations of the Note Issuers to indemnify the Indemnified Persons as provided herein shall survive the termination of the Declaration of Trust, the termination, satisfaction or discharge of
the Certificate Indenture and the resignation or removal of the Delaware Trustee or the Certificate Trustee. The Indemnified Persons are entitled to the benefit of this Agreement and shall have the right to enforce the provisions hereof. The Note
Issuer’s obligations to make payments of such Expenses shall be subject to the priorities set forth in Section 8.02 of the Note Indenture. 
  
 (b) If the indemnity provided in paragraph (a) of this Section 3 is unavailable to or insufficient to hold harmless an Indemnified Person for any reason,
each Note Issuer and such Indemnified Person agree to contribute to the aggregate Expenses to which a Note Issuer and such Indemnified Person may be subject in proportion to the relative benefits received by the Note Issuer and such Indemnified
Person, respectively, from the offering of the Certificates and the Notes of that Note Issuer; provided, however, that if the allocation provided by the immediately preceding clause is unavailable for any reason, a Note Issuer and the
Indemnified Person shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of that Note Issuer and such Indemnified Person, respectively, in connection with the actions or
omissions giving rise to such Expenses as well as any other relevant equitable considerations; but in neither case shall any Indemnified Person be responsible for any amount in excess of the fees or other amounts received by such Indemnified
Person in connection with the Basic Documents and the issuance of the Notes and the Certificates. The Note Issuers and the Indemnified Persons agree that it would not be just and equitable if contribution were determined by pro rata allocation or
any other method of allocation which does not take account of the equitable considerations referred to above. 
  
 Section 4. Payment. All amounts owed by the Note Issuers to the Certificate Trustee, the Delaware Trustee, the Trust, any Authorized Agent or the
Agencies under the Declaration of 

  

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Trust or the Certificate Indenture, as the case may be, shall be paid to the Certificate Trustee, the Delaware Trustee, the Trust, any Authorized Agent or
the Agencies, as appropriate, pursuant to the Declaration of Trust or the Certificate Indenture, as the case may be, or, if a fee agreement or fee schedule has been provided to the Note Issuers, payment shall be made in accordance with said
agreement or schedule, or if not otherwise provided, such amount shall be paid directly to the Certificate Trustee, the Delaware Trustee, the Trust, any Authorized Agent or the Agencies, as appropriate, until the Note Issuers are otherwise notified
by the Certificate Trustee, the Delaware Trustee, the Trust, such Authorized Agent or such Agency; provided, however, that notwithstanding anything to the contrary in the Agreement or in any fee agreement or fee schedule, not later
than 30 days following the selection of a successor Delaware Trustee pursuant to the provisions of Section 4.7 of the Declaration of Trust, the Note Issuers shall pay to the appropriate parties all amounts described in this Section 4 which have
accrued through the date of selection of such successor Delaware Trustee; and the Note Issuers’ obligations to make payments to it shall be subject to the priorities set forth in Section 8.02 of the Note Indentures and the Note Issuers shall
have no obligation to make any payment except to the extent consistent with Section 8.02 of the Note Indentures. The Note Issuers hereby irrevocably direct the Note Trustees to pay such amounts from monies on deposit in the Collection Accounts as
provided pursuant to Section 8.02 of the Note Indentures. 
  
 Section 5. Notices. Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this 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, telegram, telex, telemessage, telecopy, telefax, cable or facsimile (confirmed by telephone or in writing in the case of notice by telegram, telex, telemessage,
telecopy, telefax, cable or facsimile) or any other customary, means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, 
  
 if to the Agencies, to: 
  

			
	 	 	Massachusetts Development Finance Agency
	 	 	              160 Federal Street
	 	 	              Boston, MA 02110
	 	 	Attention:        General Counsel
	 	 	Facsimile:         (617) 330-2001
	 	 	Telephone:       (617) 330-[            ]
		
	 	 	And
		
	 	 	Massachusetts Health and Educational Facilities Authority
	 	 	              99 Summer Street, 10th Floor
	 	 	              Boston, MA 02110
	 	 	Attention:        General Counsel
	 	 	Facsimile:         (617) 737-8366
	 	 	Telephone:       (617) 737-8377

  

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 if to the Certificate Issuer (or the Trust), to: 
  

			
	 	 	 The Bank of New York (Delaware), as Delaware Trustee for the Massachusetts
 RRB Special Purpose Trust 2005-1

	 	 	              c/o 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
		
	 	 	 with copies to the Agencies at the address listed herein.


  
 if to either Delaware
Trustee, to: 
  

			
	 	 	The Bank of New York (Delaware)
	 	 	              c/o 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

  
 if to the Certificate
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

  
 if to the BEC Note
Issuer, to: 
  

			
	 	 	BEC Funding II, LLC
	 	 	              One NSTAR Way
	 	 	              Westwood, MA 02090
	 	 	Attention:         Treasurer
	 	 	Facsimile:         (781) 441-            
	 	 	Telephone:       (781) 441-8900

  

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 If to the CEC Note Issuer, to: 
  

			
	 	 	CEC Funding, LLC
	 	 	              One NSTAR Way
	 	 	              Westwood, MA 02090
	 	 	Attention:         Treasurer
	 	 	Facsimile:         (781) 441-            
	 	 	Telephone:       (781) 441-8900

  
 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

  
 Section 6. Survival
of Agreements. This Agreement shall terminate upon the termination of the Certificate Issuer and the payment and discharge of all Certificates; provided, however, that the agreements of the Note Issuers set forth in Sections 3 and
7 hereof shall survive the termination of this Agreement or the resignation or removal of the Delaware Trustee, the Certificate Trustee or the Note Trustees. 
  
 Section 7. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement, but subject to the Massachusetts Department of
Telecommunications and Energy’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 debtor,
pledgor or transferor of the Transition Property pursuant to the Statute, the Agencies, the Certificate Issuer, the Delaware Trustee and the Certificate Trustee agree that they shall not, prior to the date which is one year and one day after the
termination of the Note Indentures with respect to the Note Issuers, acquiesce, petition or otherwise invoke or cause the Note Issuers to invoke the process of any court or government authority for the purpose of commencing or sustaining a case
against a Note Issuer under any federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of a Note Issuer or any substantial part of the property
of a Note Issuer, or ordering the winding up of the affairs of or the liquidation of a Note Issuer. 
  
 Section 8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same agreement. 
  
 Section
9. 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. 
  

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 Section 10. Non-Consolidation. The parties hereby acknowledge and agree that the BEC Note Issuer
and Boston Edison Company, and the CEC Note Issuer and Commonwealth Electric Company, shall not be substantively consolidated, and that neither Boston Edison Company nor Commonwealth Electric shall have any liability or obligation of any kind with
respect to this Agreement; provided, however, that this provision shall not be interpreted to relieve Boston Edison Company or Commonwealth Electric Company of its obligations to indemnify its respective Note Issuer pursuant to any
other Basic Document, including without limitation with respect to amounts paid by a Note Issuer to person indemnified by it under this Agreement, to the extent the Note Issuer would otherwise be entitled to indemnification with respect to such
amounts under such other Basic Documents. 
  
 [SIGNATURE PAGES
FOLLOW] 
  

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 IN WITNESS WHEREOF, the Agencies, the Delaware Trustee, the Certificate Trustee and the Note Issuers have
caused this Agreement to be duly executed by duly authorized officers, all as of the date and year first above written. 
  

			
	MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, as a Settlor
		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 
	
	MASSACHUSETTS HEALTH AND EDUCATIONAL FACILITIES AUTHORITY, as a Settlor
		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 
	
	THE BANK OF NEW YORK (DELAWARE), in its separate capacity as Delaware Trustee
		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 
	
	THE BANK OF NEW YORK, in its separate capacity as Certificate Trustee
		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  

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	 BEC FUNDING II, LLC,
 as Note
Issuer

		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	 CEC FUNDING, LLC,
 as Note
Issuer

		
	By:	 	  


	Name:	 	 
	Title:	 	 
		
	 	 	 MASSACHUSETTS RRB SPECIAL
 PURPOSE TRUST
2005-1

		
	By:	 	 THE BANK OF NEW YORK (DELAWARE),
 as Delaware
Trustee

		
	By:	 	  


	Name:	 	 
	Title:	 	 


  

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