0001578443-16-000015.txt : 20160329 0001578443-16-000015.hdr.sgml : 20160329 20160329150937 ACCESSION NUMBER: 0001578443-16-000015 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 20151231 0001573334 0000020947 FILED AS OF DATE: 20160329 DATE AS OF CHANGE: 20160329 Other FILER: COMPANY DATA: COMPANY CONFORMED NAME: FirstEnergy Ohio PIRB Special Purpose Trust 2013 CENTRAL INDEX KEY: 0001578443 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 466795854 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-187692-06 FILM NUMBER: 161535200 BUSINESS ADDRESS: STREET 1: C/O U.S. BANK TRUST, N.A., AS DE TRUSTEE STREET 2: 190 S. LASALLE STREET, 7TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 312-332-7496 MAIL ADDRESS: STREET 1: C/O U.S. BANK TRUST, N.A., AS DE TRUSTEE STREET 2: 190 S. LASALLE STREET, 7TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEI Funding LLC CENTRAL INDEX KEY: 0001573334 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 461367273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-187692-03 FILM NUMBER: 161535203 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 800-736-3402 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 44308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOLEDO EDISON CO CENTRAL INDEX KEY: 0000352049 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 344375005 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03583 FILM NUMBER: 161535204 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET STREET 2: C/O FIRSTENERGY CORP. CITY: AKRON STATE: OH ZIP: 44308-1890 BUSINESS PHONE: 330-761-7837 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN STREET STREET 2: C/O FIRSTENERGY CORP. CITY: AKRON STATE: OH ZIP: 44308-1890 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO EDISON CO CENTRAL INDEX KEY: 0000073960 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 340437786 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02578 FILM NUMBER: 161535205 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET STREET 2: C/O FIRSTENERGY CORP. CITY: AKRON STATE: OH ZIP: 44308-1890 BUSINESS PHONE: 330-761-7837 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN STREET STREET 2: C/O FIRSTENERGY CORP. CITY: AKRON STATE: OH ZIP: 44308-1890 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEVELAND ELECTRIC ILLUMINATING CO CENTRAL INDEX KEY: 0000020947 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 340150020 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02323 FILM NUMBER: 161535206 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET STREET 2: C/O FIRSTENERGY CORP. CITY: AKRON STATE: OH ZIP: 44308-1890 BUSINESS PHONE: 330-761-7837 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN STREET STREET 2: C/O FIRSTENERGY CORP. CITY: AKRON STATE: OH ZIP: 44308-1890 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TE Funding LLC CENTRAL INDEX KEY: 0001573279 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 461367453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-187692-04 FILM NUMBER: 161535201 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 800-736-3402 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 44308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OE Funding LLC CENTRAL INDEX KEY: 0001573352 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 461367425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-187692-01 FILM NUMBER: 161535202 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 800-736-3402 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 44308 10-K 1 a2015ohiosecuritization10-k.htm 10-K 10-K




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             



Commission File No.
Issuing Entity, Sponsor, Depositor

I.R.S. Employer
Identification
Number
Central Key No.
333-187692-06
FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013
(Exact name of issuing entity as specified in its charter)
46-6795854
0001578443
 
 
 
 
001-02323
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
(Exact name of sponsor and depositor as specified in its charter)
34-0150020
0000020947
 
 
 
 
001-02578
OHIO EDISON COMPANY
(Exact name of sponsor and depositor as specified in its charter)
34-0437786
0000073960
 
 
 
 
001-03583
THE TOLEDO EDISON COMPANY
(Exact name of sponsor and depositor as specified in its charter)
34-4375005
0000352049
 
 
 
 
333-187692-03
CEI FUNDING LLC
(Exact name of bond issuer as specified in its charter)
46-1367273
0001573334
 
 
 
 
333-187692-01
OE FUNDING LLC
(Exact name of bond issuer as specified in its charter)
46-1367425
0001573352
 
 
 
 
333-187692-04
TE FUNDING LLC
(Exact name of bond issuer as specified in its charter)
46-1367453
0001573279
 
 
 
 
 
Delaware
(State or jurisdiction of incorporation or organization of the issuing entity and the bond issuers)
 
 
 
 
 
 
 
76 South Main Street
Akron, OH
(Address of principal executive offices of the issuing entity and the bond issuers)
44308
(zip code)
 
 
 
(800) 736-3402
 
 
 
(Issuing entity’s and bond issuers’ telephone number, including area code)
 
 





Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act: None








Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.          Yes  ¨    No   þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.       Yes  ¨    No   þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ     No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ     No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ¨
 
 
Accelerated Filer ¨
 
 
 
Non-accelerated Filer þ
(Do not check if a smaller reporting company)
 
Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).     Yes  ¨    No   þ 
The aggregate market value of the issuing entity’s equity held by non-affiliates of the registrant as of December 31, 2015: None
Documents incorporated by reference: None.






PART I
Item 1. Business.
Omitted pursuant to General Instruction J of Form 10-K.
Item 1A. Risk Factors.
Omitted pursuant to General Instruction J of Form 10-K.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted pursuant to General Instruction J of Form 10-K.
Item 3. Legal Proceedings.
Omitted pursuant to General Instruction J of Form 10-K.
Item 4. Mine Safety Disclosures.
Omitted pursuant to General Instruction J of Form 10-K.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted pursuant to General Instruction J of Form 10-K.
Item 6. Selected Financial Data.
Omitted pursuant to General Instruction J of Form 10-K.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Omitted pursuant to General Instruction J of Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Omitted pursuant to General Instruction J of Form 10-K.
Item 8. Financial Statements and Supplementary Data.
Omitted pursuant to General Instruction J of Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.
Omitted pursuant to General Instruction J of Form 10-K.
Item 9A. Controls and Procedures.
Omitted pursuant to General Instruction J of Form 10-K.




Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted pursuant to General Instruction J of Form 10-K.
Item 11. Executive Compensation.
Omitted pursuant to General Instruction J of Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Omitted pursuant to General Instruction J of Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Omitted pursuant to General Instruction J of Form 10-K.
Item 14. Principal Accountant Fees and Services.
Omitted pursuant to General Instruction J of Form 10-K.

PART IV
Item 15. Exhibits, Financial Statement Schedules.
 
(a)
Documents filed as a part of this report (exhibits marked with an asterisk are filed herewith):
 
1.    Financial Statements

Not Applicable

2.    Financial Statement Schedules

Not Applicable

3.    Exhibits required by Item 601 of Regulation S-K (exhibits marked with an asterisk are filed herewith):

3.1
 
Amended and Restated Limited Liability Company Agreement of CEI Funding LLC, dated June 20, 2013 (incorporated by reference to Exhibit 3.1 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
3.2
 
Amended and Restated Limited Liability Company Agreement of OE Funding LLC, dated June 20, 2013 (incorporated by reference to Exhibit 3.2 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 




3.3
 
Amended and Restated Limited Liability Company Agreement of TE Funding LLC, dated June 20, 2013 (incorporated by reference to Exhibit 3.3 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
4.1
 
Certificate Indenture, dated as of June 20, 2013, between FirstEnergy Ohio PIRB Special Purpose Trust 2013 and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
4.2
 
Amended and Restated Declaration of Trust of FirstEnergy Ohio PIRB Special Purpose Trust 2013 among CEI Funding LLC, OE Funding LLC and TE Funding LLC, acting jointly as Settlors, and U.S. Bank Trust National Association, as Delaware Trustee and The Cleveland Electric Illuminating Company, Ohio Edison Company and The Toledo Edison Company, each as an Administrative Trustee, dated as of June 20, 2013 (incorporated by reference to Exhibit 4.2 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
4.3
 
Bond Indenture, dated as of June 20, 2013, between CEI Funding LLC and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
4.4
 
Bond Indenture, dated as of June 20, 2013, between OE Funding LLC and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
4.5
 
Bond Indenture, dated as of June 20, 2013, between TE Funding LLC and U.S. Bank National Association (incorporated by reference to Exhibit 4.5 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
4.6
 
Form of Pass-Through Trust Certificates (contained in Exhibit 4.1).
 
 
 
4.7
 
Form of CEI Funding LLC Bonds (contained in Exhibit 4.3).
 
 
 
4.8
 
Form of OE Funding LLC Bonds (contained in Exhibit 4.4).
 
 
 
4.9
 
Form of TE Funding LLC Bonds (contained in Exhibit 4.5).
 
 
 
10.1
 
Fee and Indemnity Agreement, dated as of June 20, 2013, among CEI Funding LLC, OE Funding LLC, TE Funding LLC, U.S. Bank National Association, U.S. Bank Trust National Association and FirstEnergy Ohio PIRB Special Purpose Trust 2013 (incorporated by reference to Exhibit 10.1 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
10.2
 
Cross-Indemnity Agreement, dated as of June 20, 2013, among CEI Funding LLC, OE Funding LLC and TE Funding LLC (incorporated by reference to Exhibit 10.2 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
10.3
 
Administration Agreement, dated as of June 20, 2013, between CEI Funding LLC and The Cleveland Electric Illuminating Company (incorporated by reference to Exhibit 10.3 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
10.4
 
Administration Agreement, dated as of June 20, 2013, between OE Funding LLC and Ohio Edison Company (incorporated by reference to Exhibit 10.4 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 




10.5
 
Administration Agreement, dated as of June 20, 2013, between TE Funding LLC and The Toledo Edison Company (incorporated by reference to Exhibit 10.5 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
10.6
 
Bond Purchase Agreement, dated as of June 20, 2013, between CEI Funding LLC and FirstEnergy Ohio PIRB Special Purpose Trust 2013 (incorporated by reference to Exhibit 10.6 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
10.7
 
Bond Purchase Agreement, dated as of June 20, 2013, between OE Funding LLC and FirstEnergy Ohio PIRB Special Purpose Trust 2013 (incorporated by reference to Exhibit 10.7 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
10.8
 
Bond Purchase Agreement, dated as of June 20, 2013, between TE Funding LLC and FirstEnergy Ohio PIRB Special Purpose Trust 2013 (incorporated by reference to Exhibit 10.8 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
10.9
 
Phase-In-Recovery Property Purchase and Sale Agreement, dated as of June 20, 2013 between CEI Funding LLC and The Cleveland Electric Illuminating Company (incorporated by reference to Exhibit 10.9 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
10.10
 
Phase-In-Recovery Property Purchase and Sale Agreement, dated as of June 20, 2013, between OE Funding LLC and Ohio Edison Company (incorporated by reference to Exhibit 10.10 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
10.11
 
Phase-In-Recovery Property Purchase and Sale Agreement, dated as of June 20, 2013, between TE Funding LLC and The Toledo Edison Company (incorporated by reference to Exhibit 10.11 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
10.12
 
Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between CEI Funding LLC and The Cleveland Electric Illuminating Company (incorporated by reference to Exhibit 10.12 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
 
10.13
 
Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between OE Funding LLC and Ohio Edison Company (incorporated by reference to Exhibit 10.13 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
10.14
 
Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between TE Funding LLC and The Toledo Edison Company (incorporated by reference to Exhibit 10.14 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013).
 
 
*31.1
 
Certification of Ohio Edison Company pursuant to Rule 13a-14(d)/15d-14(d).
 
 
*31.2
 
Certification of The Cleveland Electric Illuminating Company pursuant to Rule 13a-14(d)/15d-14(d).
 
 
*31.3
 
Certification of The Toledo Edison Company pursuant to Rule 13a-14(d)/15d-14(d).
 
 
*33.1
 
Report on assessment of compliance with servicing criteria for asset-backed securities for Ohio Edison Company.
 
 
*33.2
 
Report on assessment of compliance with servicing criteria for asset-backed securities for The Cleveland Electric Illuminating Company.
 
 




*33.3
 
Report on assessment of compliance with servicing criteria for asset-backed securities for The Toledo Edison Company.
 
 
 
*33.4
 
Report on assessment of compliance with servicing criteria for asset-backed securities for FirstEnergy Service Company.
 
 
*33.5
 
Report on assessment of compliance with servicing criteria for U.S. Bank, National Association.
 
 
*34.1
 
Attestation report on assessment of compliance with servicing criteria for asset-backed securities of PricewaterhouseCoopers LLP on behalf of Ohio Edison Company.
 
 
*34.2
 
Attestation report on assessment of compliance with servicing criteria for asset-backed securities of PricewaterhouseCoopers LLP on behalf of The Cleveland Electric Illuminating Company.
 
 
*34.3
 
Attestation report on assessment of compliance with servicing criteria for asset-backed securities of PricewaterhouseCoopers LLP on behalf of and The Toledo Edison Company.
 
 
*34.4
 
Attestation report on assessment of compliance with servicing criteria for asset-backed securities of PricewaterhouseCoopers LLP on behalf of FirstEnergy Service Company.
 
 
*34.5
 
Attestation report on assessment of compliance with servicing criteria for asset-backed securities of Ernst & Young on behalf of U.S. Bank, National Association.
 
 
*35.1
 
Compliance statement of Ohio Edison Company, as servicer.
 
 
*35.2
 
Compliance statement of The Cleveland Electric Illuminating Company, as servicer.
 
 
*35.3
 
Compliance statement of The Toledo Edison Company, as servicer.

(b)
Exhibits required by this Form and Item 601 of Regulation S-K (exhibits marked with an asterisk are filed herewith):

See Item 15(a)(3) above.
 
 
(c)
Not Applicable
 Item 1112(b). Significant Obligors of Pool Assets.
None.
Item 1114(b)(2). Credit Enhancement and Other Support, Except for Certain Derivatives Instruments.
None.
Item 1115(b). Certain Derivatives Instruments.
None.
Item 1117. Legal Proceedings.

In June 2014, a civil complaint was filed in the Supreme Court of the State of New York, New York County, by a group of institutional investors against U.S. Bank National Association (“U.S. Bank”), in its capacity as trustee or successor trustee (as the case may be) under certain residential mortgage backed securities ("RMBS") trusts. The plaintiffs are investment funds formed by nine investment advisors (AEGON, BlackRock, Brookfield, DZ Bank, Kore, PIMCO, Prudential, Sealink and TIAA) that purport to be bringing suit derivatively on behalf of 841 RMBS trusts that issued $771 billion in original principal amount of securities between 2004 and 2008. According to the plaintiffs, cumulative losses for these RMBS trusts equal $92.4 billion as of the date of the complaint. The complaint is one of six similar complaints filed against RMBS trustees (Deutsche Bank, Citibank,




HSBC, Bank of New York Mellon and Wells Fargo) by certain of these plaintiffs. The complaint against U.S. Bank alleges the trustee caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers for these RMBS trusts and asserts causes of action based upon the trustee's purported failure to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties concerning loan quality. The complaint also asserts that the trustee failed to notify securityholders of purported events of default allegedly caused by breaches by mortgage loan servicers and that the trustee purportedly failed to abide by appropriate standards of care following events of default. Relief sought includes money damages in an unspecified amount and equitable relief. In November 2014, the plaintiffs sought leave to voluntarily dismiss their original state court complaint and filed a substantially similar complaint in the United States District Court for the Southern District of New York. The federal civil complaint added a class action allegation and a change in the total number of named trusts to 843 RMBS trusts. In December 2014, the plaintiffs’ motion to voluntarily dismiss their original state court complaint was granted. Other cases alleging similar causes of action have previously been filed against U.S. Bank and other trustees by RMBS investors in other transactions.

There can be no assurances as to the outcome of the litigation, or the possible impact of the litigation on the trustee or the RMBS trusts. However, U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.
Item 1119. Affiliations and Certain Relationships and Related Transactions.

The Issuing Entity is a Delaware statutory trust specifically formed by the bond issuers, CEI Funding LLC, OE Funding LLC and TE Funding LLC, for the purpose of acquiring bonds from the bond issuers and issuing the certificates. CEI Funding LLC, OE Funding LLC and TE Funding LLC are wholly-owned subsidiaries of the servicers, The Cleveland Electric Illuminating Company, Ohio Edison Company and The Toledo Edison Company, respectively (such servicers also serving in the capacity as administrative trustees under the Amended and Restated Declaration of Trust of the Issuing Entity).
Item 1122. Compliance with Applicable Servicing Criteria.
See Exhibits 33.1, 33.2, 33.3, 33.4, 33.5, 34.1, 34.2, 34.3, 34.4 and 34.5 under Item 15.
Item 1123. Servicer Compliance Statement.
See Exhibits 35.1. 35.2 and 35.3 under Item 15.


























SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




 
FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013
 
(Issuing entity)
 
BY:
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, as Servicer
 
 
OHIO EDISON COMPANY, as Servicer
 
 
THE TOLEDO EDISON COMPANY, as Servicer
 
 
 
 
 
 
BY:
/s/ Steven R. Staub
 
 
 
Steven R. Staub
 
 
 
Vice President and Treasurer
Date: March 29, 2016


Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants
Which Have Not Registered Securities Pursuant to Section 12 of the Act

No such annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to the registrant’s securityholders. The registrant will not be sending an annual report or proxy material to its securityholders subsequent to the filing of this report on Form 10-K.























EXHIBIT INDEX


 
 
*31.1
 
Certification of Ohio Edison Company pursuant to Rule 13a-14(d)/15d-14(d).
 
 
*31.2
 
Certification of The Cleveland Electric Illuminating Company pursuant to Rule 13a-14(d)/15d-14(d).
 
 
*31.3
 
Certification of The Toledo Edison Company pursuant to Rule 13a-14(d)/15d-14(d).
 
 
*33.1
 
Report on assessment of compliance with servicing criteria for asset-backed securities for Ohio Edison Company.
 
 
*33.2
 
Report on assessment of compliance with servicing criteria for asset-backed securities for The Cleveland Electric Illuminating Company.
 
 
*33.3
 
Report on assessment of compliance with servicing criteria for asset-backed securities for The Toledo Edison Company.
 
 
 
*33.4
 
Report on assessment of compliance with servicing criteria for asset-backed securities for FirstEnergy Service Company.
 
 
*33.5
 
Report on assessment of compliance with servicing criteria for U.S. Bank, National Association.
 
 
*34.1
 
Attestation report on assessment of compliance with servicing criteria for asset-backed securities of PricewaterhouseCoopers LLP on behalf of Ohio Edison Company.
 
 
*34.2
 
Attestation report on assessment of compliance with servicing criteria for asset-backed securities of PricewaterhouseCoopers LLP on behalf of The Cleveland Electric Illuminating Company.
 
 
*34.3
 
Attestation report on assessment of compliance with servicing criteria for asset-backed securities of PricewaterhouseCoopers LLP on behalf of and The Toledo Edison Company.
 
 
*34.4
 
Attestation report on assessment of compliance with servicing criteria for asset-backed securities of PricewaterhouseCoopers LLP on behalf of FirstEnergy Service Company.
 
 
*34.5
 
Attestation report on assessment of compliance with servicing criteria for asset-backed securities of Ernst & Young on behalf of U.S. Bank, National Association.
 
 
*35.1
 
Compliance statement of Ohio Edison Company, as servicer.
 
 
*35.2
 
Compliance statement of The Cleveland Electric Illuminating Company, as servicer.
 
 
*35.3
 
Compliance statement of The Toledo Edison Company, as servicer.




 EX-31.1 2 exhibit311-srofficer_oe2015.htm EXHIBIT 31.1 Exhibit


Exhibit 31.1
CERTIFICATIONS


I, Steven R. Staub, certify that:

1.
I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of FirstEnergy Ohio PIRB Special Purpose Trust 2013 (the “Exchange Act periodic reports”);

2.
Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

4.
I am responsible for reviewing the activities performed by Ohio Edison Company, as servicer, and based on my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, Ohio Edison Company, as servicer, has fulfilled its obligations under the servicing agreement in all material respects; and

5.
All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.


In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: U.S. Bank, National Association, as Certificate Trustee and Indenture Trustee.


Date: March 29, 2016

 
/s/ Steven R. Staub
 
Steven R. Staub
 
Vice President and Treasurer (Senior Officer in Charge of Servicing Function) of Ohio Edison Company, as Servicer under the Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between the Servicer and OE Funding LLC, as the Bond Issuer

    

    



 EX-31.2 3 exhibit312-srofficer_cei20.htm EXHIBIT 31.2 Exhibit


Exhibit 31.2
CERTIFICATIONS


I, Steven R. Staub, certify that:

1.
I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of FirstEnergy Ohio PIRB Special Purpose Trust 2013 (the “Exchange Act periodic reports”);

2.
Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

4.
I am responsible for reviewing the activities performed by The Cleveland Electric Illuminating Company, as servicer, and based on my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, The Cleveland Electric Illuminating Company, as servicer, has fulfilled its obligations under the servicing agreement in all material respects; and

5.
All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.


In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: U.S. Bank, National Association, as Certificate Trustee and Indenture Trustee.


Date: March 29, 2016

 
/s/ Steven R. Staub
 
Steven R. Staub
 
Vice President and Treasurer (Senior Officer in Charge of Servicing Function) of The Cleveland Electric Illuminating Company, as Servicer under the Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between the Servicer and CEI Funding LLC, as the Bond Issuer






 EX-31.3 4 exhibit313-srofficer_te2015.htm EXHIBIT 31.3 Exhibit


Exhibit 31.3
CERTIFICATIONS


I, Steven R. Staub, certify that:

1.
I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of FirstEnergy Ohio PIRB Special Purpose Trust 2013 (the “Exchange Act periodic reports”);

2.
Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

4.
I am responsible for reviewing the activities performed by The Toledo Edison Company, as servicer, and based on my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, The Toledo Edison Company, as servicer, has fulfilled its obligations under the servicing agreement in all material respects; and

5.
All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.


In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: U.S. Bank, National Association, as Certificate Trustee and Indenture Trustee.


Date: March 29, 2016

 
/s/ Steven R. Staub
 
Steven R. Staub
 
Vice President and Treasurer (Senior Officer in Charge of Servicing Function) of The Toledo Edison Company, as Servicer under the Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between the Servicer and TE Funding LLC, as the Bond Issuer

    


 EX-33.1 5 exhibit331-certcompliance_.htm EXHIBIT 33.1 Exhibit
Exhibit 33.1


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 Ohio Edison Company, as servicer (the “Servicer”) under the Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013 (the “Servicing Agreement”) between the Servicer and OE Funding LLC, as Bond Issuer, and further that:

1.
The Servicer is responsible for assessing its compliance with the servicing criteria applicable to it 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 the Servicer 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, the Servicer 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, 2015:

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; but performed
by another asserting party.
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.
1122(d)(1)(v)
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.

Applicable; but performed
by another asserting party

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; but performed
by another asserting party.
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; but performed
by another asserting party.




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 Servicer 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 name of the bond trustee.
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 trustee.
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; but performed
by another asserting party.
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 for reports filed with the PUCO; assessment below. All other reporting 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; but performed
by other asserting parties.
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; but performed
by another asserting party.
1122(d)(4)(ii)
Pool assets and related documents are safeguarded as required by the transaction agreements.
Applicable; but performed
by another asserting party.




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; but performed
by another asserting party.
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; assessment below.
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; assessment below. Also performed by another asserting party.
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; Servicer maintains deposit accounts in accordance with PUCO regulations, but performed by another asserting party.
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; Servicer 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; Servicer 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; Servicer 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 performed by 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, the Servicer is in compliance in all material respects with the applicable Servicing Criteria set forth above for the Platform as of and for the year ending December 31, 2015.

4.
PricewaterhouseCooopers, LLP, an independent registered public accounting firm, has issued an attestation report in accordance with Section 1122(b) of Regulation AB on its assessment of the Servicer’s compliance with the applicable Servicing Criteria as of and for the year ending December 31, 2015.

Executed as of this 29th day of March, 2016.


OHIO EDISON COMPANY, as Servicer

By:  /s/ Steven R. Staub        
Name: Steven R. Staub
Title: Vice President and Treasurer


 EX-33.2 6 exhibit332-certcompliance_.htm EXHIBIT 33.2 Exhibit
Exhibit 33.2


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 The Cleveland Electric Illuminating Company, as servicer (the “Servicer”) under the Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013 (the “Servicing Agreement”) between the Servicer and CEI Funding LLC, as Bond Issuer, and further that:

1.
The Servicer is responsible for assessing its compliance with the servicing criteria applicable to it 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 the Servicer 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, the Servicer 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, 2015:

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; but performed
by another asserting party.

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.
1122(d)(1)(v)
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.

Applicable; but performed
by another asserting party.
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; but performed
by another asserting party.

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; but performed
by another asserting party.
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 Servicer 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 name of the bond trustee.
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 trustee.
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; but performed
by another asserting party.
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 for reports filed with the PUCO; assessment below. All other reporting 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; but performed
by other asserting parties.
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; but performed
by another asserting party.
1122(d)(4)(ii)
Pool assets and related documents are safeguarded as required by the transaction agreements.
Applicable; but performed
by another asserting party.
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; but performed
by another asserting party.
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; assessment below.
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; assessment below. Also performed by another asserting party.
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; Servicer maintains deposit accounts in accordance with PUCO regulations, but performed by another asserting party.
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; Servicer 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; Servicer 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; Servicer 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 performed by 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, the Servicer is in compliance in all material respects with the applicable Servicing Criteria set forth above for the Platform as of and for the year ending December 31, 2015.

4.
PricewaterhouseCooopers, LLP, an independent registered public accounting firm, has issued an attestation report in accordance with Section 1122(b) of Regulation AB on its assessment of the Servicer’s compliance with the applicable Servicing Criteria as of and for the year ending December 31, 2015.
Executed as of this 29th day of March, 2016.
THE CLEVELAND ELECTRIC ILLUMINATING
COMPANY, as Servicer

By:  /s/ Steven R. Staub        
Name: Steven R. Staub
Title: Vice President and Treasurer


 EX-33.3 7 exhibit333-certcompliance_.htm EXHIBIT 33.3 Exhibit
Exhibit 33.3


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 The Toledo Edison Company, as servicer (the “Servicer”) under the Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013 (the “Servicing Agreement”) between the Servicer and TE Funding LLC, as Bond Issuer, and further that:

1.
The Servicer is responsible for assessing its compliance with the servicing criteria applicable to it 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 the Servicer 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, the Servicer 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, 2015:

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; but performed
by another asserting party.

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.
1122(d)(1)(v)
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.

Applicable; but performed
by another asserting party.
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; but performed
by another asserting party.
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; but performed
by another asserting party.




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 Servicer 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 name of the bond trustee.
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 trustee.
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; but performed
by another asserting party.
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 for reports filed with the PUCO; assessment below. All other reporting 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; but performed
by other asserting parties.
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; but performed
by another asserting party.
1122(d)(4)(ii)
Pool assets and related documents are safeguarded as required by the transaction agreements.
Applicable; but performed
by another asserting party.




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; but performed
by another asserting party.
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; assessment below.
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; assessment below. Also performed by another asserting party.
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; Servicer maintains deposit accounts in accordance with PUCO regulations, but performed by another asserting party.
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; Servicer 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; Servicer 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; Servicer 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 performed by 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, the Servicer is in compliance in all material respects with the applicable Servicing Criteria set forth above for the Platform as of and for the year ending December 31, 2015.

4.
PricewaterhouseCooopers, LLP, an independent registered public accounting firm, has issued an attestation report in accordance with Section 1122(b) of Regulation AB on its assessment of the Servicer’s compliance with the applicable Servicing Criteria as of and for the year ending December 31, 2015.

Executed as of this 29th day of March, 2016.


THE TOLEDO EDISON COMPANY, as Servicer

By:  /s/ Steven R. Staub        
Name: Steven R. Staub
Title: Vice President and Treasurer


 EX-33.4 8 exhibit334-certcompliance_.htm EXHIBIT 33.4 Exhibit
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 applicable to it 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, 2015:

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.
1122(d)(1)(v)
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
Applicable; assessment below.

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; assessment below; Also applies to another asserting party.
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 year ending December 31, 2015.

4.
PricewaterhouseCooopers, LLP, an independent registered public accounting firm, 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 year ending December 31, 2015.

Executed as of this 29th day of March, 2016.


FIRSTENERGY SERVICE COMPANY, as a Servicer

By:  /s/ Steven R. Staub        
Name: Steven R. Staub
Title: Vice President and Treasurer



 EX-33.5 9 exhibit335-certcompliance_.htm EXHIBIT 33.5 Exhibit
Exhibit 33.5


Management's Assertion

Report on Assessment of Compliance with Applicable Servicing

U.S. Bank National Association (“U.S. Bank”) is responsible for assessing compliance as of and for the year ended December 31, 2015 with the servicing criteria set forth in Item 1122 (d) of Regulation AB applicable to it as set forth on Exhibit A hereto. This report covers asset backed securities transactions within the U.S. Bank Corporate Trust Asset-Backed Securities Platform (the “Platform”)
U.S. Bank hereby provides the following report on its assessment of compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it and as described on Exhibit A hereto:
1.
U.S. Bank is responsible for assessing its compliance with the servicing criteria applicable to it as noted on the accompanying Exhibit A;
2.
Except as set forth in paragraph 3 below, U.S. Bank used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess its compliance with the applicable servicing criteria;
3.
The criteria listed in the column titled “Inapplicable Servicing Criteria” on Exhibit A hereto are inapplicable to U.S. Bank based on the servicing activities it performs directly with respect to the Platform;
4.
U.S. Bank has complied, in all material respects, with the applicable servicing criteria as of and for the year ended December 31, 2015; and
5.
Ernst & Young, LLP, a registered public accounting firm, has issued an attestation report on U.S. Bank’s assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2015.

                U.S. BANK NATIONAL ASSOCIATION

             /s/ Bryan R. Calder     
                Name: Bryan R. Calder
                Title: Executive Vice President
Date: February 26, 2016
(1) The U.S. Bank Corporate Trust Asset-Backed Securities Platform (the "Platform") consists of the activities involved in the performance of servicing functions for which the Company provides trustee, securities administration, registrar and paying agent services for (i) publicly issued asset-backed and mortgage-backed transactions the securities of which were offered on or after January 1, 2006 and (ii) certain asset-backed transactions for which the Issuer has voluntarily elected to make Regulation AB compliant filings under the Securities Exchange Act of 1934, as amended.



EXHIBIT A to Management’s Assertion

Reference
Servicing Criteria
Applicable Servicing Criteria
Inapplicable 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.

X



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.

X



1122(d)(1)(iii)

Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained.



X

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.

X



1122(d)(1)(v)
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.

X
 

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.


X



1122(d)(2)(ii)

Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

X



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.

X



1122(d)(2)(iv)

The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.

X



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.

X



1122(d)(2)(vi)

Unissued checks are safeguarded so as to prevent unauthorized access.

X



Corporate Trust ABS Platform (A)     1

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.

X


Reference
Servicing Criteria
Applicable Servicing Criteria
Inapplicable Servicing Criteria

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.


X



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.


X
 

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.


X



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.

X



Pool Asset Administration

1122(d)(4)(i)

Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.



X

1122(d)(4)(ii)

Pool assets and related documents are safeguarded as required by the transaction agreements.



X

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.

X



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 pool asset documents.



X

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.



X

Corporate Trust ABS Platform (A)     2


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.



X

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.




X
Reference
Servicing Criteria
Applicable Servicing Criteria
Inapplicable Servicing Criteria

1122(d)(4)(viii)

Records documenting collection efforts are maintained during the period a 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).




X

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.



X


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.



X


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.



X

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.



X

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.



X


1122(d)(4)(xiv)

Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.



X

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.

X




            


Corporate Trust ABS Platform (A)     3
 EX-34.1 10 exhibit341-attestreportxoe.htm EXHIBIT 34.1 Exhibit
Exhibit 34.1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of Ohio Edison Company:

We have examined management’s assertion, included in the accompanying “Report on assessment of Compliance with Servicing Criteria for Asset-Backed Securities”, that Ohio Edison Company (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the asset-backed securities transactions for which the Company acted as servicer involving phase-in recovery property (the “Platform”), as of December 31, 2015 and for the year then ended , excluding criteria 1122(d)(1)(i-v), 1122(d)(2)(i-vii), 1122(d)(3)(ii-iv), and 1122(d)(4)(i-v, viii-xiii, xv), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform or the servicing activities are applicable to the Platform but are excluded from the scope of management's assertion and are not reported on herein. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion based on our examination.

Our examination was conducted in accordance with attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2015 for the Platform is fairly stated, in all material respects.



/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

March 29, 2016


 EX-34.2 11 exhibit342-attestreportxce.htm EXHIBIT 34.2 Exhibit
Exhibit 34.2

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of The Cleveland Electric Illuminating Company:

We have examined management’s assertion, included in the accompanying “Report on assessment of Compliance with Servicing Criteria for Asset-Backed Securities”, that The Cleveland Electric Illuminating Company (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the asset-backed securities transactions for which the Company acted as servicer involving phase-in recovery property (the “Platform”), as of December 31, 2015 and for the year then ended , excluding criteria 1122(d)(1)(i-v), 1122(d)(2)(i-vii), 1122(d)(3)(ii-iv), and 1122(d)(4)(i-v, viii-xiii, xv), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform or the servicing activities are applicable to the Platform but are excluded from the scope of management's assertion and are not reported on herein. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion based on our examination.

Our examination was conducted in accordance with attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2015 for the Platform is fairly stated, in all material respects.



/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

March 29, 2016


 EX-34.3 12 exhibit343-attestreportxte.htm EXHIBIT 34.3 Exhibit
Exhibit 34.3

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of The Toledo Edison Company:

We have examined management’s assertion, included in the accompanying “Report on assessment of Compliance with Servicing Criteria for Asset-Backed Securities”, that The Toledo Edison Company (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the asset-backed securities transactions for which the Company acted as servicer involving phase-in recovery property (the “Platform”), as of December 31, 2015 and for the year then ended , excluding criteria 1122(d)(1)(i-v), 1122(d)(2)(i-vii), 1122(d)(3)(ii-iv), and 1122(d)(4)(i-v, viii-xiii, xv), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform or the servicing activities are applicable to the Platform but are excluded from the scope of management's assertion and are not reported on herein. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion based on our examination.

Our examination was conducted in accordance with attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2015 for the Platform is fairly stated, in all material respects.



/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

March 29, 2016


 EX-34.4 13 exhibit344-attestreportxfe.htm EXHIBIT 34.4 Exhibit
Exhibit 34.4

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of FirstEnergy Service Company:

We have examined management’s assertion, included in the accompanying “Report on assessment of Compliance with Servicing Criteria for Asset-Backed Securities”, that FirstEnergy Service Company (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the asset-backed securities transactions for which the Company acted as servicer involving phase-in recovery property (the “Platform”), as of December 31, 2015 and for the year then ended, excluding criteria 1122(d)(1)(ii-iv), 1122(d)(2)(iii-vi), 1122(d)(3)(ii, iii), 1122(d)(4)(iii, v, vi, viii, ix, xi-xiii, xv), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform or the servicing activities are applicable to the Platform but are excluded from the scope of management's assertion and are not reported on herein. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion based on our examination.

Our examination was conducted in accordance with attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2015 for the Platform is fairly stated, in all material respects.



/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

March 29, 2016


 EX-34.5 14 exhibit345-keyattestreport.htm EXHIBIT 34.5 Exhibit
Exhibit 34.5

Report of Independent Registered Public Accounting Firm
The Board of Directors
U.S. Bank National Association

We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance with Applicable Servicing Criteria, that U.S. Bank National Association (the “Company”) complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB for the U.S. Bank Corporate Trust Asset-Backed Securities Platform (the “Platform”), for which the Company provides trustee, registrar, paying agent and securities administration services, as of and for the year ended December 31, 2015, except for servicing criteria 1122 (d)(1)(iii), 1122 (d)(4)(i)-(ii), and 1122 (d)(4)(iv)-(xiv), which the Company has determined are not applicable to the activities performed by them with respect to the servicing platform covered by this report. Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. Although the Company is responsible for assessing compliance with Items 1122 (d)(1)(ii), 1122 (d)(1)(v), and 1122 (d)(2)(iii) of Regulation AB, there were no servicing activities performed by the Company as of and for the year ended December 31, 2015, that required these servicing criteria to be complied with. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.
In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2015, for the U.S. Bank Corporate Trust Asset-Backed Securities Platform is fairly stated, in all material respects.

/s/ Ernst & Young LLP
Minneapolis, MN
February 26, 2016

 EX-35.1 15 exhibit351-compliancestate.htm EXHIBIT 35.1 Exhibit
Exhibit 35.1

COMPLIANCE STATEMENT
OF
OHIO EDISON COMPANY, AS SERVICER
The undersigned hereby certifies that he is the duly elected and acting Vice President and Treasurer of Ohio Edison Company, as servicer (the “Servicer”) under the Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013 (the “Servicing Agreement”), between the Servicer and OE Funding LLC, as Bond Issuer, and further certifies on behalf of the Servicer that:
1.
A review of the activities of the Servicer and of its performance under the Servicing Agreement during the period that commenced January 1, 2015 and ended December 31, 2015 has been made under the supervision of the undersigned pursuant to Section 3.03 of the Servicing Agreement; and
2.
To the undersigned’s knowledge, based on such review, the Servicer has fulfilled all of its obligations in all material respects under the Servicing Agreement throughout the period that commenced January 1, 2015 and ended December 31, 2015.
Executed as of this 29th day of March 2016.
 
OHIO EDISON COMPANY
 
 
By:
 /s/ Steven R. Staub   
 
 
 
 
Name:
Steven R. Staub
 
Title:
Vice President and Treasurer
 



 EX-35.2 16 exhibit352-compliancestate.htm EXHIBIT 35.2 Exhibit
Exhibit 35.2

COMPLIANCE STATEMENT
OF
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, AS SERVICER
The undersigned hereby certifies that he is the duly elected and acting Vice President and Treasurer of The Cleveland Electric Illuminating Company, as servicer (the “Servicer”) under the Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013 (the “Servicing Agreement”), between the Servicer and CEI Funding LLC, as Bond Issuer, and further certifies on behalf of the Servicer that:
1.
A review of the activities of the Servicer and of its performance under the Servicing Agreement during the period that commenced January 1, 2015 and ended December 31, 2015 has been made under the supervision of the undersigned pursuant to Section 3.03 of the Servicing Agreement; and
2.
To the undersigned’s knowledge, based on such review, the Servicer has fulfilled all of its obligations in all material respects under the Servicing Agreement throughout the period that commenced January 1, 2015 and ended December 31, 2015.
Executed as of this 29th day of March 2016.
 
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
 
 
By:
 /s/ Steven R. Staub   
 
 
 
 
Name:
Steven R. Staub
 
Title:
Vice President and Treasurer
 



 EX-35.3 17 exhibit353-compliancestate.htm EXHIBIT 35.3 Exhibit
Exhibit 35.3

COMPLIANCE STATEMENT
OF
THE TOLEDO EDISON COMPANY, AS SERVICER
The undersigned hereby certifies that he is the duly elected and acting Vice President and Treasurer of The Toledo Edison Company, as servicer (the “Servicer”) under the Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013 (the “Servicing Agreement”), between the Servicer and TE Funding LLC, as Bond Issuer, and further certifies on behalf of the Servicer that:
1.
A review of the activities of the Servicer and of its performance under the Servicing Agreement during the period that commenced January 1, 2015 and ended December 31, 2015 has been made under the supervision of the undersigned pursuant to Section 3.03 of the Servicing Agreement; and
2.
To the undersigned’s knowledge, based on such review, the Servicer has fulfilled all of its obligations in all material respects under the Servicing Agreement throughout the period that commenced January 1, 2015 and ended December 31, 2015.
Executed as of this 29th day of March 2016.
 
THE TOLEDO EDISON COMPANY
 
 
By:
 /s/ Steven R. Staub   
 
 
 
 
Name:
Steven R. Staub
 
Title:
Vice President and Treasurer