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Administration Agreement

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This Administration Agreement, dated as of July __, 1999, is made by and between BEC Funding LLC, a Delaware limited liability company (the "Note Issuer"), and Boston Edison Company, a Massachusetts corporation, as Administrator (the "Administrator").


A. WHEREAS, the Note Issuer is issuing the Notes pursuant to the Note Indenture dated as of July __, 1999 (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 July __, 1999 (the "Sale Agreement"), between the Note Issuer and Boston Edison Company, as Seller (in such capacity, the "Seller"), (ii) a Transition Property Servicing Agreement dated as of July __, 1999 (the "Servicing Agreement"), between the Note Issuer and Boston Edison Company, as Servicer (in such capacity, the "Servicer"), (iii) an Underwriting Agreement dated as of __, 1999 (the "Underwriting Agreement"), between the Note Issuer, Boston Edison Company, the Trust, and the Underwriters named therein, (iv) the Note Indenture, (v) a Note Purchase Agreement dated as of __, 1999 (the "Note Purchase Agreement") between the Note Issuer and The Bank of New York, as Certificate Trustee (in such capacity, the "Certificate Trustee") and (vi) a Fee and Indemnity Agreement dated as of __, 1999 (the "Fee Agreement") among the Delaware Trustee, the Massachusetts Development Finance Agency, the Massachusetts Health and Educational Facilities Authority, the Certificate Trustee, the Note Issuer, and Massachusetts RRB Special Purpose Trust BEC-1 (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:


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));

(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

(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);

(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

(18) to the extent not required to be performed by the Servicer, the
preparation and, after execution by the Note Issuer or the Delaware 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, 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);

(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
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