Attached files
Exhibit 33.4
REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA
FOR ASSET-BACKED SECURITIES
The undersigned hereby certifies that he is the duly elected and acting Vice President and Treasurer of FirstEnergy Service Company (“FESC”), which acts as a servicer under the three Phase-In-Recovery Property Servicing Agreements, each dated as of June 20, 2013 (the “Servicing Agreement”), between Ohio Edison Company, The Cleveland Electric Illuminating Company and The Toledo Edison Company as Servicers, and OE Funding LLC, CEI Funding LLC, and TE Funding LLC, as Bond Issuers, and further that:
1. | (FESC is responsible for assessing its compliance with the servicing criteria under paragraph (d) of Item 1122 of Regulation AB (the “Servicing Criteria”). The transactions covered by this report include all publicly issued asset-backed securities transactions for which FESC acted as servicer involving phase-in recovery property and that were issued on or after January 1, 2006 (the "Platform"). |
2. | With respect to each of the Servicing Criteria, FESC has made the following assessment of the Servicing Criteria for the Platform in accordance with Item 1122(d) of Regulation AB, with such discussion regarding the performance of such Servicing Criteria as of December 31, 2013 and for the fiscal period then ended covered by this annual report on Form 10-K Report: |
Reg AB Reference | Servicing Criteria | Applicable Servicing Criteria |
General Servicing Considerations | ||
1122(d)(1)(i) | Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | Applicable; assessment below. |
1122(d)(1)(ii) | If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. | Not applicable; no material servicing activities were outsourced. |
1122(d)(1)(iii) | Any requirements in the transaction agreements to maintain a back- up servicer for pool assets are maintained. | Not applicable; documents do not provide for a back- up servicer. |
1122(d)(1)(iv) | A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. | Not applicable; Public Utilities Commission of Ohio (“PUCO”) regulations impose credit standards on retail electric providers who handle customer collections and govern performance requirements of utilities. |
Cash Collection and Administration | ||
1122(d)(2)(i) | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. | Applicable; assessment below. |
1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | Applicable; assessment below. |
1122(d)(2)(iii) | Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. | Applicable, but no current assessment required; no advances by the FESC are permitted under the transaction agreements. |
1122(d)(2)(iv) | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. | Applicable, but no current assessment is required since transaction accounts are maintained by and in the names of the bond trustees. |
1122(d)(2)(v) | Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. | Applicable, but no current assessment required; all “custodial accounts” are maintained by the bond trustees. |
1122(d)(2)(vi) | Unissued checks are safeguarded so as to prevent unauthorized access. | Not applicable; all transfers made by wire transfer. |
1122(d)(2)(vii) | Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | Applicable; assessment below. |
Investor Remittances and Reporting | ||
1122(d)(3)(i) | Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. | Applicable; assessment below. Reporting filed with PUCO is performed by another asserting party. |
1122(d)(3)(ii) | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | Applicable; but performed by another asserting party. |
1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. | Applicable; but performed by another asserting party. |
1122(d)(3)(iv) | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. | Applicable; assessment below. Also performed by another asserting party. |
Pool Asset Administration | ||
1122(d)(4)(i) | Collateral or security on pool assets is maintained as required by the transaction agreements or related documents. | Applicable; assessment below. |
1122(d)(4)(ii) | Pool assets and related documents are safeguarded as required by the transaction agreements. | Applicable; assessment below. |
1122(d)(4)(iii) | Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. | Not applicable; no removals or substitutions of phase-in-recovery property are contemplated or allowed under the transaction documents. |
1122(d)(4)(iv) | Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related transaction agreements. | Applicable; assessment below. |
1122(d)(4)(v) | The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. | Not applicable; the pool asset (i.e. phase-in recovery property) is an irrevocable right to collect a usage charge from all customers and is not an interest bearing instrument. |
1122(d)(4)(vi) | Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. | Applicable; performed by another asserting party. |
1122(d)(4)(vii) | Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. | Applicable, but limited assessment performed; assessment below. These actions are governed by PUCO regulations. |
1122(d)(4)(viii) | Records documenting collection efforts are maintained during the period any pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). | Applicable, but does not require assessment since no explicit documentation requirement with respect to delinquent accounts are imposed under the transactional documents due to availability of “true-up” adjustment mechanism. |
1122(d)(4)(ix) | Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | Not applicable; phase-in- recovery charges are not interest bearing instruments. |
1122(d)(4)(x) | Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. | Applicable; Deposit accounts maintained in accordance with PUCO regulations; assessment below. |
1122(d)(4)(xi) | Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | Not applicable; FESC does not make payments on behalf of obligors. |
1122(d)(4)(xii) | Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. | Not applicable; FESC cannot make advances of its own funds on behalf of customers under the transaction documents. |
1122(d)(4)(xiii) | Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. | Not applicable; FESC cannot make advances of its own funds on behalf of customers to pay principal or interest on the bonds. |
1122(d)(4)(xiv) | Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | Applicable; assessment below; Also applies to another asserting party. |
1122(d)(4)(xv) | Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. | Not applicable; no external enhancement is required under the transaction documents. |
3. | To the best of the undersigned’s knowledge, based on such review, FESC is in compliance in all material respects with the applicable Servicing Criteria set forth above for the Platform as of and for the period ending the end of the fiscal period covered by this annual report on Form 10-K.. |
4. | PricewaterhouseCooopers, LLP has issued an attestation report in accordance with Section 1122(b) of Regulation AB on its assessment of FESC’s compliance with the applicable Servicing Criteria as of and for the period ending December 31, 2013. |
Executed as of this 31st day of March, 2014.
FIRSTENERGY SERVICE COMPANY, as a Servicer
By: /s/ Steven R. Staub
Name: Steven R. Staub
Title: Vice President and Treasurer