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*34.1 | | |
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(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. |
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(c) | Not Applicable |
Item 16. Form 10-K Summary
None.
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 JuneU.S. Bank National Association has provided the following information:
Since 2014 a civil complaint wasvarious plaintiffs or groups of plaintiffs, primarily investors, have filed in the Supreme Court of the State of New York, New York County, by a group of institutional investorsclaims 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 sixor plaintiff groups have filed substantially similar complaints filed against other RMBS trustees, (Deutscheincluding Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo) by certain of these plaintiffs.Fargo. The complaintcomplaints against U.S. Bank allegesallege 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 assertsassert 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 complaintcomplaints also assertsassert that the trustee failed to notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and that the trustee purportedly failed to abide by appropriate standardsa heightened standard of care following alleged events of default. Relief sought includes money damages
Currently U.S. Bank is a defendant in an unspecified amountmultiple actions alleging individual or class action claims against the trustee with respect to multiple trusts as described above with the most substantial case being: BlackRock Balanced Capital Portfolio et al v. U.S. Bank National Association, No. 605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect to approximately 770 trusts) and equitable relief. In November 2014,its companion case BlackRock Core Bond Portfolio et al v. U.S Bank National Association, No. 14-cv-9401 (S.D.N.Y.). Some of the plaintiffs sought leave to voluntarily dismiss their original state court complaint and filed a substantially similar complainttrusts implicated in the United States District Court for the Southern Districtaforementioned Blackrock cases, as well as other trusts, are involved in actions brought by separate groups of New York. The federal civil complaint added a class action allegation and a change in the total number of namedplaintiffs related to no more than 100 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.per case.
There can be no assurancesU.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of the litigationthese litigations 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.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 35.1.35.1, 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.
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| 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 31, 201530, 2018
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
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*31.1 | | Certification of the Senior Officer in Charge of Servicing Function for Ohio Edison Company pursuant to Rule 13a-14(d)/15d-14(d). |
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*31.2 | | Certification of the Senior Officer in Charge of Servicing Function for The Cleveland Electric Illuminating Company pursuant to Rule 13a-14(d)/15d-14(d). |
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*31.3 | | Certification of the Senior Officer in Charge of Servicing Function for The Toledo Edison Company pursuant to Rule 13a-14(d)/15d-14(d). |
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*33.1 | | Report on assessment of compliance with servicing criteria for asset-backed securities for Ohio Edison Company. |
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*33.2 | | Report on assessment of compliance with servicing criteria for asset-backed securities for The Cleveland Electric Illuminating Company. |
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*33.3 | | Report on assessment of compliance with servicing criteria for asset-backed securities for The Toledo Edison Company. |
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*33.4 | | Report on assessment of compliance with servicing criteria for asset-backed securities for FirstEnergy Service Company. |
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*33.5 | | Report on assessment of compliance with servicing criteria for U.S. Bank, National Association. |
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*34.1 | | Attestation report on assessment of compliance with servicing criteria for asset-backed securities of PricewaterhouseCoopers LLP on behalf of Ohio Edison Company. |
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*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. |
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*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. |
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*34.4 | | Attestation report on assessment of compliance with servicing criteria for asset-backed securities of PricewaterhouseCoopers LLP on behalf of FirstEnergy Service Company. |
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*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.
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*35.1 | | Compliance statement of Ohio Edison Company, as servicer. |
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*35.2 | | Compliance statement of The Cleveland Electric Illuminating Company, as servicer. |
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*35.3 | | Compliance statement of The Toledo Edison Company, as servicer. |