☒ | ANNUAL REPORT PURSUANT |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
85-3002154 | |
(State or other jurisdiction of incorporation or organization of Issuing Entity) |
(I.R.S. Employer Identification No. of Issuing Entity) | |
2244 Walnut Grove Avenue (P.O. Box 5407) Rosemead, California 91107 |
(626) 302-7255 | |
(Address and zip code of principal executive offices of Issuing Entity) |
(Registrant’s telephone number, including area code of Issuing Entity) |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
Auditor name: PricewaterhouseCoopers LLP |
Auditor Firm ID: 238 |
Auditor Location: Los Angeles, California |
Item 1. |
Business. |
Item 1A. |
Risk Factors. |
Item 1B. |
Unresolved Staff Comments. |
Item 2. |
Properties. |
Item 3. |
Legal Proceedings. |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Item 6. |
Selected Financial Data. |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
Item 8. |
Financial Statements and Supplementary Data. |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 9A. |
Controls and Procedures. |
Item 9B. |
Other Information. |
Item 10. |
Directors, Executive Officers and Corporate Governance. |
Name |
Age | Background | ||
William (“Tres”) M. Petmecky III | 52 | President and Manager of the Issuing Entity since September 2020. Senior Vice President and Chief Financial Officer, Southern California Edison Company (“SCE” or “Servicer”). From September 2014 to September 2016, Tres was Vice President and Treasurer of SCE. In September 2016, Tres was promoted to Senior Vice President and Chief Financial Officer. | ||
Natalia Woodward | 53 | Manager and Vice President and Treasurer of the Issuing Entity since September 2020. Vice President and Treasurer, SCE. From March 2015 to February 2016, Natalia Woodward was Director of Risk Management. She returned to SCE in October 2016 as Director of Financial Planning & Analysis and in October 2019, Natalia was promoted to Vice President & Treasurer. | ||
Sean L. Emerick | 56 | Independent Manager of the Issuing Entity since September 2020. Director, Special Services, CT Corporation System. From 2007 to 2011, Sean was the Vice President and General Manager of NRAI Corporate Services. From 2011 to 2014 he was Regional Service Manager, Special Services for CT Corporation. Sean has been a Director, Special Services for CT Corporation from 2014 to present. |
Item 11. |
Executive Compensation. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
Item 14. |
Principal Accounting Fees and Services. |
Item 15. |
Exhibits, Financial Statement Schedules. |
(a) | Documents filed as a part of the report: |
(1) | Financial statements. |
(2) | Financial statement schedules. |
(3) | Exhibits required by Item 601 of Regulation S (exhibits marked with an asterisk are filed herewith and the others are incorporated by reference): |
* | Filed herewith |
(b) | See Item 15(a)(3) |
(c) | Not applicable. |
SCE Recovery Funding LLC, as Issuing Entity | ||||||
By: | Southern California Edison Company, as servicer | |||||
Date: Ma rch 3 221 , 20 |
By: | /s/ Natalia Woodward | ||||
Natalia Woodward | ||||||
Vice President and Treasurer (Senior officer in charge of the servicing function of the servicer) |
Exhibit 10.2.1
AMENDMENT TO RECOVERY PROPERTY SERVICING AGREEMENT
by and between
SCE RECOVERY FUNDING LLC,
as Issuer,
and
SOUTHERN CALIFORNIA EDISON COMPANY,
as Servicer,
Dated as of February 15, 2022
AMENDMENT TO RECOVERY PROPERTY SERVICING AGREEMENT
This AMENDMENT TO RECOVERY PROPERTY SERVICING AGREEMENT, dated as of February 15, 2022 (the Amendment), is made by and among SCE Recovery Funding LLC, a Delaware limited liability company, as Issuer (the Issuer) and Southern California Edison Company, a California corporation, as servicer (the Servicer).
RECITALS
WHEREAS, the Issuer and the Servicer entered into a Servicing Agreement, dated as of February 24, 2021 (as the same may be amended, restated or supplemented from time to time, the Agreement), pursuant to which the Issuer engaged the Servicer to carry out the functions described in the Agreement with respect to the Recovery Property (as defined in the Agreement);
WHEREAS, pursuant to Section 8.01(a) of the Agreement, the Issuer and the Servicer have agreed to modify the provisions of the Agreement in a manner which does not, in any material respect, adversely affect the interests of any Bondholders, as evidenced by the Officers Certificate attached as Exhibit A to this Amendment; and
WHEREAS, the Trustee has received an Opinion of Counsel stating that this Amendment is authorized or permitted by the Servicing Agreement and that all conditions to the execution of this document have been satisfied;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Definitions. Except as defined herein, unless otherwise required by the context, all terms used herein shall have the meanings assigned to such terms in the Agreement.
Section 2. Amendment to Section 6.11(c). Section 6.11 of the Agreement shall be amended and restated in its entirety to read:
(c) Not less than semi-annually (except in the case of the first reconciliation after the first Payment Date, which will be longer than six months), the Servicer will compare Actual FRC Collections to the Estimated FRC Collections that have been remitted to the Indenture Trustee. Such reconciliation will be conducted within sixty (60) days of each Payment Date and reflected in a Reconciliation Certificate delivered to the Indenture Trustee in the form attached hereto as Exhibit H. The Servicer shall calculate the amount of any Remittance Shortfall or Excess Remittance for the immediately preceding Reconciliation Period, and (A) if a Remittance Shortfall exists, the Servicer shall make a supplemental remittance, to the General Subaccount of the Collection Account within ten (10) days, or (B) if an Excess Remittance exists, the Servicer will reduce the Daily Remittance(s) commencing the next month following the date the Reconciliation Certificate is delivered to the Indenture Trustee and continuing until the Excess Remittance is eliminated. If there is a Remittance Shortfall, the amount which the Servicer remits to the General Subaccount of the Collection Account on the relevant date set forth above shall be increased by the amount of such Remittance Shortfall, such increase coming from the Servicers own funds. The Servicer acknowledges and agrees that the Issuer is the owner of and
has the legal right to all Fixed Recovery Charges received by the Servicer, and that the daily and reconciliation calculations and remittances permitted by this Servicing Agreement, which are based upon estimates of the Fixed Recovery Charges received by the Servicer, is made for convenience and cost effectiveness given the current billing system of the Servicer. The Servicer agrees that in the event any Servicer Default hereunder or if otherwise required or permitted, as provided in Section 6(e)(ii) of Annex I, the Servicer, upon demand of the Indenture Trustee, will promptly, but not later than 60 days follow such request, provide to the Indenture Trustee a reconciliation of actual Fixed Recovery Charges received by the Servicer and the Fixed Recovery Charges remitted by the Servicer.
Section 3. Miscellaneous.
(a) This Amendment shall be be governed by, and construed and interpreted in accordance with, the laws of the State of California.
(b) This Amendment may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original, and such counterparts shall constitute but one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually signed counterpart hereof
(c) Any headings preceding the text of the several sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Amendment, and they shall not affect its meaning, construction or effect.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed all as of the date first above written.
ISSUER: | ||
SCE RECOVERY FUNDING LLC, | ||
a Delaware limited liability company |
By: | /s/ Natalia Woodward | |||
Name: | Natalia Woodward | |||
Title: | Vice President, Treasurer and Manager |
SERVICER: | ||
SOUTHERN CALIFORNIA EDISON COMPANY, | ||
a California corporation |
By: | /s/ Natalia Woodward | |||
Name: | Natalia Woodward | |||
Title: | Vice President and Treasurer |
ACKNOWLEDGED AND ACCEPTED: | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., | ||
as Indenture Trustee |
By: | /s/ Mitchell Brumwell | |||
Name: | Mitchell Brumwell | |||
Title: | Vice President |
Signature Page to
Amendment to Recovery Property Servicing Agreement
EXHIBIT 31.1
CERTIFICATION
I, Natalia Woodward, 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 SCE Recovery Funding LLC (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 Southern California 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 servicer has fulfilled its obligations under the Recovery Property Servicing Agreement dated as of February 24, 2021 between SCE Recovery Funding LLC, as the Issuing Entity, and the Servicer, in all material respects; and
5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and the 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 Rule 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.
6. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee.
Date: March 31, 2022
SOUTHERN CALIFORNIA EDISON COMPANY, as Servicer
/s/ Natalia Woodward |
Name: Natalia Woodward |
Title: Vice President and Treasurer |
(Senior Officer in Charge of the Servicing Function) |
EXHIBIT 33.1
REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR ASSET-BACKED SECURITIES FOR
SCE RECOVERY FUNDING LLC
The undersigned hereby certifies that she is the duly elected and acting Vice President and Treasurer of Southern California Edison Company, as servicer (the Servicer) under the Recovery Property Servicing Agreement dated as of February 24, 2021 (the Servicing Agreement) between the Servicer and SCE Recovery Funding LLC (the Issuer) and further that:
1. | The undersigned is responsible for assessing the Servicers compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the Servicing Criteria). The transactions covered by this report include all asset backed securities transactions backed by recovery property established pursuant to California Public Utilities Commission financing orders, issued by SCE Recovery Funding LLC and registered with the Securities and Exchange Commission (the Platform), as listed in Appendix A hereto. |
2. | With respect to each of the Servicing Criteria, the undersigned has made the following assessment of the Servicing Criteria in accordance with Item 1122(d) of Regulation AB, with such discussion regarding the performance of such Servicing Criteria during the fiscal year ended December 31, 2021 and covered by the Issuers annual report on Form 10-K (such fiscal year, the Assessment Period): |
Regulation AB
|
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 partys 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 of receipt, or such other number of days specified in the transaction agreements. | X |
Regulation AB
|
Servicing Criteria |
Applicable Servicing Criteria |
Inapplicable Servicing Criteria | |||
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 overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. | X 1 | ||||
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 | ||||
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 (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are 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 | ||||
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 Indenture Trustees records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. | X |
1 | No assessment required because accounts are maintained by Bank of New York Mellon Trust Company, N.A. |
Regulation AB
Servicing Criteria
Regulation AB
Servicing Criteria No assessment required since no funds held in trust for obligor.
To the best of the undersigneds knowledge, based on such review, the Servicer is in compliance in all
material respects with the applicable servicing criteria set forth above as of and for the period ending the end of the fiscal year ended December 31, 2021 and covered by the Issuers annual report on Form
10-K, except for the Inapplicable Servicing Criteria noted in the table above and other than identified on Appendix B hereto. PricewaterhouseCoopers LLP, a registered independent public accounting firm has issued to us an attestation
report in accordance with Section 1122(b) of Regulation AB on its assessment of compliance with the applicable servicing criteria as of and for the period ending the end of the fiscal year ended December 31, 2021 and covered by the
Issuers annual report on Form 10-K. Date: March 31, 2022.
APPENDIX A Asset-Backed Securities Transactions in the Platform: Senior Secured Recovery Bonds, Series 2021-A, issued February 24, 2021
Appendix B Material Instances of Non-Compliance For criteria 1122(d)(2)(vii)(B), the Servicer did not prepare reconciliations within 30 calendar days of the bank statement cutoff date for
certain of the asset-backed securities related bank accounts for certain months of the period covered by this assertion.
Reference
Applicable
Servicing
Criteria
Inapplicable
Servicing
Criteria
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 Servicers 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 Servicers 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 Servicers records regarding the pool assets agree with the Servicers records with respect to an obligors unpaid principal balance.
X
1122(d)(4)(vi)
Changes with respect to the terms or status of an obligors pool asset (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
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 entitys 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 obligors 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 asset, or such other number of days specified in the transaction agreements.
X 2
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 servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or
omission.
X
1122(d)(4)(xiii)
Disbursements made on behalf of an obligor are posted within two business days to the obligors 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 uncollectable 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
2
3.
4.
SOUTHERN CALIFORNIA EDISON COMPANY
By:
/s/ Natalia Woodward
Name: Natalia Woodward
Title: Vice President and Treasurer
Exhibit 33.2
ASSESSMENT OF COMPLIANCE WITH
APPLICABLE SERVICING CRITERIA
Management of The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), (collectively, the Company) is responsible for assessing the Companys compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. The Companys management has determined that the servicing criteria are applicable in regard to the servicing platform as of and for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB (including transactions subject to Regulation AB by contractual obligation) for which the Company provides trustee, securities administration, paying agent or custodial services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities (the Platform).
Period: The twelve months ended December 31, 2021 (the Period).
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by the related transaction agreements as to any transaction, except as set forth in the column titled Not Applicable to Platform in Appendix 1 attached hereto.
With respect to servicing criterion 1122(d)(2)(vi), the Companys management has engaged a vendor to perform the activities required by the servicing criterion. The Companys management has determined that this vendor is not considered a servicer as defined in Item 1101(j) of Regulation AB, and the Companys management has elected to take responsibility for assessing compliance with the servicing criterion applicable to this vendor as permitted by the SECs Compliance and Disclosure Interpretation 200.06, Vendors Engaged by Servicers (C&DI 200.06). The Companys management has policies and procedures in place designed to provide reasonable assurance that the vendors activities comply in all material respects with the servicing criterion applicable to the vendor. The Companys management is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related servicing criterion.
With respect to the Platform as of and for the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria:
1. The Companys management is responsible for assessing the Companys compliance with the Applicable Servicing Criteria.
2. The Companys management has assessed compliance with the Applicable Servicing Criteria, including the servicing criterion for which compliance is determined based on C&DI 200.06 as described above as of and for the Period. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
3. With respect to servicing criterion 1122(d)(4)(i), for certain transactions in the Platform the Trustor (as such term is defined in the related transaction agreements) may direct the Trustee (as such term is defined in the related transaction agreements) to file, or cause to be filed, all filings identified by the Trustor to be necessary to maintain the effectiveness of any original filings identified by the Trustor to be necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustees security interest in or lien on the Underlying Securities (as such term is defined in the related transaction agreements). As of and for the twelve months ended December 31, 2021, the Company was not instructed by any Trustors to perform such activities. Absent the receipt of instruction from a Trustor to perform such activities, the Companys responsibility for criterion 1122(d)(4)(i) for the Platform is solely with regard to the manner of holding trust assets and investment of trust assets in eligible investments and the Company does not have any duties as to the original UCC filing and any continuations to perfect the security interest unless instructed to do so by other parties in the transaction agreement.
4. Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria.
KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to Managements assessment of the Companys compliance with the Applicable Servicing Criteria as of and for the Period.
2
The Bank of New York Mellon | BNY Mellon Trust of Delaware | |||
/s/ Carlos Lima | /s/ William D.Lindelof | |||
Carlos Lima | William D. Lindelof | |||
Authorized Signatory | Authorized Signatory |
The Bank of New York Mellon Trust Company, N.A. |
/s/ Antonio I. Portuondo |
Antonio I. Portuondo |
Authorized Signatory |
Dated: February 28, 2022
3
APPENDIX 1
4
5
REG
AB SERVICING CRITERIA Applicable to Platform Not Applicable
to Performed Directly Performed by Pool asset administration With respect to applicable servicing criterion 1122(d)(4)(iii) the Company has determined that there were no
activities performed during the twelve months ended December 31, 2021 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. 6
REG
AB SERVICING CRITERIA Applicable to Platform Not Applicable
to Performed Directly Performed by 7
REFERENCE
Platform
by the Company
Vendor(s) for which
the Company is
the
Responsible Party
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 asset 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 1
1122(d)(4)(iv)
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicers 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 servicers records regarding the pool assets agree with the servicers records with respect to an obligors unpaid principal balance.
X
1122(d)(4)(vi)
Changes with respect to the terms or status of an obligors 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
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 entitys 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
1
REFERENCE
Platform
by the Company
Vendor(s) for which
the Company is
the
Responsible Party
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 obligors 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 asset, 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 servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or
omission.
X
1122(d)(4)(xiii)
Disbursements made on behalf of an obligor are posted within two business days to the obligors 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 this Regulation AB, is maintained as set forth in the transaction agreements.
X
Exhibit 34.1
Report of Independent Registered Public Accounting Firm
To the Management of Southern California Edison Company
We have examined Southern California Edison Companys (the Company, or SCE) compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commissions Regulation AB for the asset backed securities transactions backed by recovery property established pursuant to California Public Utilities Commission financing orders, issued by SCE Recovery Funding LLC and registered with the Securities and Exchange Commission (the Platform) described in the accompanying Report on Assessment of Compliance With Servicing Criteria For Asset-Backed Securities For SCE Recovery Funding LLC, as of December 31, 2021 and for the period from February 24, 2021 to December 31, 2021, excluding criteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(3)(ii), 1122(d)(4)(iii), 1122(d)(4)(v), 1122(d)(4)(ix), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xv), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform. Appendix A to managements assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. SCEs management is responsible for the Companys compliance with the applicable servicing criteria. Our responsibility is to express an opinion on the Companys compliance with the applicable servicing criteria based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether the Company complied, in all material respects, with the applicable servicing criteria, and, accordingly, included examining, on a test basis, evidence about the Companys 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, and that the evidence we obtained is sufficient and appropriate to provide, a reasonable basis for our opinion. Our examination does not provide a legal determination on the Companys compliance with the servicing criteria.
Our examination disclosed the following material noncompliance with the servicing criteria set forth in Item 1122(d)(2)(vii)(B) of Regulation AB applicable to the Company during period ended December 31, 2021. As required by Item 1122(d)(2)(vii)(B) of Regulation AB, reconciliations should be prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations should be prepared within 30 calendar days after the bank statement cutoff date. There were certain reconciliations that were not prepared within 30 calendar days after the bank statement cutoff date.
In our opinion, except for the material noncompliance described in the preceding paragraph, SCE complied with the aforementioned applicable servicing criteria as of and for the period ended December 31, 2021 for the Platform, in all material respects.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
March 31, 2022
2
Exhibit 34.2
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Bank of New York Mellon
BNY Mellon Trust of Delaware
The Bank of New York Mellon Trust Company, N.A.:
We have examined managements assertion, included in the accompanying Managements Assessment of Compliance with Applicable Servicing Criteria, that The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust, Company, N.A.), (collectively, the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commissions Regulation AB for the publicly-issued (i.e., transaction-level reporting initially required under the Securities and Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB (including transactions subject to Regulation AB by contractual obligation) for which the Company provides trustee, securities administration, paying agent, or custodial services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities (the Platform), except for servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(1)(v), 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), 1122(d)(4)(xiv) and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performs with respect to the Platform (the Servicing Criteria), as of and for the twelve months ended December 31, 2021. With respect to Servicing Criterion 1122(d)(4)(i), the Company has determined that for certain transactions in the Platform the Trustor (as such term is defined in the related transaction agreements) may direct the Trustee (as such term is defined in the related transaction agreements) to file, or cause to be filed, all filings identified by the Trustor to be necessary to maintain the effectiveness of any original filings identified by the Trustor to be necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustees security interest in or lien on the Underlying Securities (as such term is defined in the related transaction agreements). As of and for the twelve months ended December 31, 2021, the Company was not instructed by any Trustors to perform such activities. Absent the receipt of instruction from a Trustor to perform such activities, the Companys responsibility for Servicing Criterion 1122(d)(4)(i) for the Platform is solely with regard to the manner of holding trust assets and investment of trust assets in eligible investments and the Company does not have any duties as to the original UCC filing and any continuations to perfect the security interest unless instructed to do so by other parties in the transaction agreement. With respect to applicable servicing criterion 1122(d)(4)(iii), the Company has determined that there were no activities performed during the twelve months ended December 31, 2021 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. Appendix A to Managements Assessment of Compliance with Applicable Servicing Criteria identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Companys compliance with the Servicing Criteria. Our responsibility is to express an opinion on managements assertion about the Companys compliance with the Servicing Criteria based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants to obtain reasonable assurance and, accordingly, included examining, on a test
basis, evidence about the Companys compliance with the Servicing Criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing 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 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. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Companys compliance with the Servicing Criteria.
As described in Managements Assessment of Compliance with Applicable Servicing Criteria, for Servicing Criterion 1122(d)(2)(vi), the Company has engaged a vendor to perform the activities required by this Servicing Criterion. The Company has determined that this vendor is not considered a servicer as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the Servicing Criterion applicable to this vendor as permitted by the SECs Compliance and Disclosure Interpretation (C&DI) 200.06, Vendors Engaged by Servicers (C&DI 200.06). As permitted by C&DI 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors activities comply in all material respects with the Servicing Criterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related Servicing Criterion as described in its assertion, and we performed no procedures with respect to the Companys eligibility to apply C&DI 200.06.
In our opinion, managements assertion that the Company complied with the aforementioned Servicing Criteria, including servicing criterion 1122(d)(2)(vi) for which compliance is determined based on C&DI 200.06 as described above, as of and for the twelve months ended December 31, 2021 is fairly stated, in all material respects.
/S/KPMG LLP |
Chicago, Illinois
February 28, 2022
2
EXHIBIT 35.1
SERVICER COMPLIANCE STATEMENT
I, Natalia Woodward, certify that:
(a) A review of Southern California Edison Companys (the Servicer) activities during the reporting period covered by this Report on Form 10-K and of its performance under that certain Recovery Property Servicing Agreement dated as of February 24, 2021 between SCE Recovery Funding LLC, as the Issuing Entity, and the Servicer (the Servicing Agreement) has been made under my supervision.
(b) To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Servicing Agreement in all material respects throughout the reporting period.
Date: March 31, 2022
SOUTHERN CALIFORNIA EDISON COMPANY, as Servicer
/s/ Natalia Woodward |
Name: Natalia Woodward |
Title: Vice President and Treasurer |
(Senior Officer in Charge of the Servicing Function) |