CORRESP 1 filename1.htm 00115






Entergy Texas, Inc.
    
                                                    
Alyson M. Mount
Senior Vice President and
Chief Accounting Officer

January 30, 2015

Michelle Stasny
Special Counsel
United States Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549

Re:    Entergy Gulf States Reconstruction Funding I, LLC
Form 10-K for the year ended December 31, 2013
Filed March 28, 2014
File No. 333-142252-01

Entergy Texas Restoration Funding, LLC
Form 10-K for the year ended December 31, 2013
Filed March 28, 2014
File No. 333-161911-01

Dear Ms. Stasny:

Set forth below is the response of Entergy Texas, Inc., as servicer for Entergy Gulf States Reconstruction Funding I, LLC and Entergy Texas Restoration Funding, LLC, to the comment of the staff of the United States Securities and Exchange Commission (“SEC staff”) set forth in your letter of January 26, 2015. For the convenience of the staff, the comment of the staff is reproduced immediately below and is followed by our corresponding response.

Comment

Exhibit 33.2

In its “Assertion of Compliance with Applicable Servicing Criteria,” the Bank of New York Mellon (“BNYM”) states that the “Applicable Servicing Criteria” consists of “[a]ll 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.” We note that the report of the independent registered public accounting firm filed as Exhibit 34.2 to Form 10-K lists servicing criteria 1122(d)(1)





(iii), 1122(d)(1)(iv), 1122(d(4)(vi), 1122(d)(4)(viii), 1122(d)4(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv) as not applicable. Appendix 1 to Exhibit 33.2 does not, however, contain a column titled “Not Applicable To Platform.” Please tell us which of the servicing criteria are not applicable. Please also confirm that such complete disclosure will be provided in future Exchange Act reports.

Response

Please see the attached Appendix 1 to Exhibit 33.2, which contains the column “Not Applicable To Platform.” The Company confirms that such complete disclosure will be provided in future Exchange Act reports.

As requested in your letter, we hereby acknowledge that:

the company is responsible for the adequacy and accuracy of the disclosure in the filing;

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.


If you have any questions regarding this response, please call Dawn Balash at (504) 576-6755.

Very truly yours,

/s/ Alyson M. Mount
Alyson M. Mount
Senior Vice President and Chief Accounting Officer
Entergy Texas, Inc.
(Senior officer in charge of the servicing function of the servicer)





Appendix 1 to Exhibit 33.2

REG AB REFERENCE
SERVICING CRITERIA
APPLICABLE TO PLATFORM
NOT APPLICABLE TO PLATFORM
Performed Directly by the Company
Performed by Vendor(s) for which the Company is the Responsible Party
 
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
 
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
 
 
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 240.13k-1(b)(1) of this chapter.
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 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 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
 
 
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 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
 
 





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
 
 
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 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 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 this Regulation AB, is maintained as set forth in the transaction agreements.
X