UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility and Qualification Under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
__X__Check if an application to determine eligibility
of a trustee pursuant to section 305(b)(2)
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
- --------------------------------------------------------------------------------
(Exact name of trustee as specified in its charter)
300 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071 13-3347003
- --------------------------------------------------------------------------------
(Address of principal (I.R.S. Employer
executive offices) Identification No.)
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV
- --------------------------------------------------------------------------------
(Exact name of obligor as specified in its charter)
DELAWARE 06-1204982
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1285 Avenue of the Americas
New York, New York 10019
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Empire Funding Home Loan Owner Trust 1998-1,
Home Loan Asset Backed Notes,
Series 1998-1
- --------------------------------------------------------------------------------
(Title of the Indenture Securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is
subject.
NAME ADDRESS
Office of the Comptroller 1114 Avenue of the
of the Currency Americas, Suite 3900
New York, New York 10036
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Item 16. List of Exhibits
Exhibit 1 -
Articles of Association as amended on July 29, 1994. (Hereby incorporated herein
by reference as Exhibit 1 to the Form T-1 filed with Amendment No. 1 to Delta
Funding Corp's Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on August 5, 1996 under Commission File Number 333-3418.)
Exhibit 2 -
Certificate of the Comptroller of the Currency dated October 10, 1997.
Exhibit 3 -
Certification of Fiduciary Powers dated October 29, 1997.
Exhibit 4 -
Existing By-Laws of Bankers Trust Company of California, N.A. as amended dated
April 22, 1997.
Exhibit 5 -
Not Applicable.
Exhibit 6 -
Consent of Bankers Trust Company of California, N.A. required by Section 321(b)
of the Act.
Exhibit 7 -
Reports of Condition of Bankers Trust Company of California, N.A., dated as of
September 30, 1997.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Bankers Trust Company of California, N.A., a national banking
association, organized and existing under the laws of the United States, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the city of Irvine, and State of
California, on the 7th day of January, 1998.
Bankers Trust Company of California, N.A.
By: /s/ Jerome Harney
-----------------
Jerome Harney
Assistant Vice President
<PAGE>
Exhibit 2
Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219
CERTIFICATE
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "Bankers Trust Company of California, National Association," Los Angeles,
California, (Charter No. 18608) is a National Banking Association formed
under the laws of the United States and is authorized thereunder to
transact the business of banking and exercise Fiduciary Powers on the date
of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
office to be affixed to these presents at the
Treasury Department in the City of Washington
and District of Columbia, this 10th day of
October 1997.
/s/ Eugene A. Ludwig
Comptroller of the Currency
<PAGE>
Exhibit 3
Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219
Certificate of Fiduciary Powers
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "Bankers Trust Company of California, National Association," Irvine,
California, (Charter No. 18608), was granted, under the hand and seal of
the Comprtoller, the right to act in all fiduciary capacities authorized
under the provisions of the Act of Congress approved September 28, 1962, 76
Stat. 668, 12 U.S.C. 92a, and that the authority so granted remains in full
f orce and effect on the date of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
office to be affixed to these presents at the
Treasury Department in the City of Washington
and District of Columbia, this 10th day of
October 1997.
/s/ Eugene A. Ludwig
Comptroller of the Currency
<PAGE>
Exhibit 4
BANKERS TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION
BY-LAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The regular annual meeting of the shareholders
for the election of directors and the transaction of whatever other business may
properly come before the meeting, shall be held at the Main Office of the
Association, 400 South Hope Street, Los Angeles, California or such other places
as the Board of Directors may designate, at 11 a.m. on the third Wednesday of
March of each year. Notice of such meeting shall be mailed, postage prepaid, at
least ten days prior to the date thereof, addressed to each shareholder at his
address appearing on the books of the Association. If, for any cause, an
election of directors is not made on the said day, the Board of Directors shall
order the election to be held on some subsequent day, as soon thereafter as
practicable, according to the provisions of law; and notice thereof shall be
given in the manner herein provided for the annual meeting.
Section 1.2. Special Meetings. Except as otherwise specifically provided by
statue, special meetings of the shareholders may be called for any purpose at
any time by the Board of Directors or by any one or more shareholders owning, in
the aggregate, not less than twenty five percent (25%) of the stock of the
Association. Every such special meeting, unless otherwise provided by law, shall
be called by mailing, postage prepaid, not less than ten days prior to the date
fixed for such meeting, to each shareholder at his address appearing on the
books of the Association a notice stating the purpose of the meeting.
Section 1.3. Nominations for Director. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any stockholder
of any outstanding class of capital stock of the Association entitled to vote
for the election of directors. Nominations, other than those made by or on
behalf of the existing management of the Association, shall be made in writing
and shall be delivered or mailed to the President of the Bank and to the
Comptroller of the Currency, Washington, D.C., not less than 14 days nor more
than 50 days prior to any meeting of shareholders called for the election of
directors, provided however, that if less than 21 days' notice of the meeting is
given to shareholders, such nomination shall be mailed or delivered to the
President of the Bank and to the Comptroller of the Currency not later than the
close of business on the seventh day following the day on which the notice of
meeting was mailed. Such notification shall contain the following information to
the extent known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee; (c) the
total number of shares of capital stock of the Bank that will be voted for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the Bank owned by
the notifying shareholder. Nominations not made in accordance herewith may, in
his/her discretion, be disregarded by the Chairperson of the meeting, and upon
his/ her instructions, the vote tellers may disregard all votes cast for each
such nominee.
Section 1.4. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and shall be filed with the records of the meeting.
Section 1.5 Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; and less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
ARTICLE II
Directors
Section 2.1. Board of Directors. The board of directors (hereinafter
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law, all
corporate powers of the Association shall be vested in and may be exercised by
said Board.
Section 2.2. Number. The Board shall consist of not less than five nor more
than twenty-five shareholders, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of the
shareholders at any meeting thereof; provided, however, that a majority of the
full Board of Directors may not increase the number of directors to a number
which; (i) exceeds by more than two the number of directors last elected by
shareholders where such number was fifteen or less; and (ii) to a number which
exceeds by more than four the number of directors last elected by shareholders
where such number was sixteen or more, but in no event shall the number of
directors exceed twenty-five.
Section 2.3 Organization Meeting. The Secretary, upon receiving the
certificate of the judges, of the result of any election, shall notify the
directors-elect of their election and of the time at which they are required to
meet at the Main Office of the Association for the purpose of organizing the new
Board and electing and appointing officers of the Association for the succeeding
year. Such meeting shall be held on the day of the election or as soon
thereafter as practicable, and, in any event, within thirty days thereof. If, at
any time fixed for such meeting, there shall not be a quorum present, the
directors present may adjourn the meeting, from time to time, until a quorum is
obtained.
Section 2.4. Regular Meetings. Regular Meetings of the Board of Directors
shall be held from time to time, at such time as may be designated from time to
time by the Board of Directors and communicated to all directors. Such meetings
shall be held in the Main Office of the Association, subject to the provisions
of Section 2.6 below, and at least one such meeting shall be held during any two
consecutive calendar months.
Section 2.5 Special Meetings. Special meetings of the Board of Directors
may be called by the Chairperson or President of the Association, or at the
request of two or more directors. Each member of the Board of Directors shall be
given notice stating the time and place, by telegram, letter, or in person, of
each such special meeting.
Section 2.6 Quorum. A majority of the directors shall constitute a quorum
at any meeting, except when otherwise provided by law; but a less number may
adjourn any meeting, from time to time , and the meeting may be held, as
adjourned, without further notice. Any one or more directors may participate in
a meeting of the Board by means of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear each other at the same time. Participation by such means shall
constitute presence in person at such a meeting. The vote of a majority of the
directors present at the time of the vote, if a quorum is present at such time,
shall be the act of the Board except as may be otherwise provided by statute or
the By-Laws.
Section 2.7. Vacancies. When any vacancy occurs among the directors, the
remaining members of the Board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the Board, or at a special meeting called for the purpose.
ARTICLE III
Committees of the Board
Section 3.1. Examining Committee. There shall be an Examining Committee
appointed annually by the Board which shall consist of two directors, who are
not also officers of the Association, one of whom shall be designated by the
Board as the Chairperson thereof. Such Committee shall conduct the annual
directors' examination of the Association as required by the Comptroller of the
Currency; shall review the reports of all examinations made of the Association
by public authorities and report thereon to the Board; and shall report to the
Board such other matters as it deems advisable with respect to the Association,
its various departments and the conduct of its operations.
In the performance of its duties, the Examining Committee may employ or
retain, from time to time, expert assistants, independent of the officers or
personnel of the Association, to make such studies of the Association's assets
and liabilities as the Committee may request and to make an examination of the
accounting and auditing methods of the Association and its system of internal
protective controls to the extent considered necessary or advisable in order to
determine that the operations of the Association, including its fiduciary
department, are being audited by the Auditor in such a manner as to provide
prudent and adequate protection. The Committee also may direct the Auditor to
make such investigation as it deems necessary or advisable with respect to the
Association, its various departments and the conduct of its operations. The
Committee shall hold regular quarterly meetings and during the intervals thereof
shall meet at other times on call of the Chairperson.
Section 3.2. Investment Committee. There shall be an investment committee
composed of two directors, appointed by the board annually or more often. The
investment committee shall have the power to insure adherence to the investment
policy, to recommend amendments thereto, to purchase and sell securities, to
exercise authority regarding investment and to exercise, when the board is not
In session, all other powers of the Board regarding investment securities that
may be lawfully delegated. The investment committee shall keep minutes of its
meetings, and such minutes shall be submitted at the next regular meeting of the
Board of Directors at which a quorum is present, and any action taken by the
board with respect thereto shall be entered in the minutes of the Board.
Section 3.3. Other Committees. The Board of Directors may appoint, from
time to time, from its own members, other committees of one or more persons, for
such purposes and with such powers as the Board may determine.
ARTICLE IV
Officers and Employees
Section 4.1. Chairperson of the Board. The Board of Directors shall appoint
one of its members to be Chairperson of the Board to serve at the pleasure of
the Board. Such person shall preside at all meetings of the Board of Directors.
The Chairperson of the Board shall supervise the carrying out of the policies
adopted or approved by the Board; shall have general executive powers, as well
as the specific powers conferred by these By-Laws; shall also have and may
exercise such further powers and duties as from time to time may be conferred
upon, or assigned by the Board of Directors.
Section 4.2. President. The Board of Directors shall appoint one of its
members to be President of the Association. In the absence of the Chairperson,
the President shall preside at any meeting of the Board. The President shall
have general executive powers, and shall have and may exercise any and all other
powers and duties pertaining by law, regulation, or practice, to the Office of
the President, or imposed by these By-Laws. The President shall also have and
may exercise such further powers and duties as from time to time may be
conferred, or assigned by the Board of Directors.
Section 4.3. Vice President. The Board of Directors shall appoint one or
more Vice Presidents. Each Vice President shall have such powers and duties as
may be assigned by the Board of Directors. One Vice President shall be
designated by the Board of Directors, in the absence of the President, to
perform all the duties of the President.
Section 4.4. Secretary. The Board of Directors shall appoint a Secretary or
other designated officer who shall be Secretary of the Board and of the
Association, and shall keep accurate minutes of all meetings. The Secretary
shall attend to the giving of all notices required by these By-Laws to be given;
shall be custodian of the corporate seal, records, documents and papers of the
Association; shall provide for the keeping of proper records of all transactions
of the Association; shall have and may exercise any and all other powers and
duties pertaining by law, regulation or practice, to the office of the
Secretary, or imposed by these By-Laws; and shall also perform such other duties
as may be assigned from time to time, by the Board of Directors.
Section 4.5. Other Officers. The Board of Directors may appoint one or more
assistant vice presidents, one or more trust officers, one or more assistant
trust officers, one or more assistant secretaries, one or more assistant
treasurers, and such other officers and attorneys-in-fact as from time to time
may appear to the Board of Directors to be required or desirable to transact the
business of the Association. Such officers shall respectively exercise such
powers and perform such duties as pertain to their several offices, or as may be
conferred upon, or assigned to, them by the Board of Directors, the Chairperson
of the Board, or the President.
Section 4.6. Tenure of Office. The President and all other officers shall
hold office for the current year for which the Board was elected, unless they
shall resign, become disqualified, or be removed; and any vacancy occurring in
the office of President shall be filled promptly by the Board of Directors.
ARTICLE V
Trust Department
Section 5.1. Trust Department. There shall be a department of the
Association known as the trust department which shall perform the fiduciary
responsibilities of the Association.
Section 5.2. Trust Officer. There shall be a trust officer of this
Association whose duties shall be to manage, supervise and direct all the
activities of the trust department. Such person shall do or cause to be done all
things necessary or proper in carrying on the business of the trust department
according to provisions of law and applicable regulations; and shall act
pursuant to opinion of counsel where such opinion is deemed necessary. Opinions
of counsel shall be retained on file in connection with all important matters
pertaining to fiduciary activities. The trust officer shall be responsible for
all assets and documents held by the Association in connection with fiduciary
matters. The Board of Directors may appoint other officers of the trust
department as it may deem necessary, with such duties as may be assigned.
Section 5.3. Trust Investment Committee. There shall be a trust investment
committee of this Association composed of two members, who shall be capable and
experienced officers and directors of the Association. All investments of funds
held in a fiduciary capacity shall be made, retained or disposed of only with
the approval of the trust investment committee; and the committee shall keep
minutes of all its meetings, showing the disposition of all matters considered
and passed upon by it. The committee shall, promptly after the acceptance of an
account for which the bank has investment responsibilities, review the assets
thereof, to determine the advisability of retaining or disposing of such assets.
The committee shall conduct a similar review at least once during each calendar
year thereafter and within 15 months of the last review. A report of all such
reviews, together with the action taken as a result thereof, shall be noted in
the minutes of the committee.
Section 5.4. Trust Audit Committee. The Board of Directors shall appoint a
committee of two Directors, exclusive of any active officer of the Association,
which shall, at least once during each calendar year within fifteen months of
the last such audit make suitable audits of the Trust Department or cause
suitable audits to be made by auditors responsible only to the Board of
Directors, and at such time shall ascertain whether the department has been
administered in accordance with law, 12 Code of Federal Regulations, Section 9,
and sound fiduciary principles.
Section 5.5. Trust Department Files. There shall be maintained in the Trust
Department files containing all fiduciary records necessary to assure that its
fiduciary responsibilities have been properly undertaken and discharged.
Section 5.6. Trust Investments. Funds held in a fiduciary capacity shall be
invested in accordance with the instrument establishing the fiduciary
relationship and appropriate local law. Where such instrument does not specify
the character and class of investments to be made and does not vest in the bank
a discretion In the matter, funds held pursuant to such instrument shall be
invested in investments in which corporate fiduciaries may invest under
appropriate local law.
ARTICLE VI
Stock and Stock Certificate
Section 6.1. Transfers. Shares of stock shall be transferable on the books
of the Association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to his shares, succeed to all rights of the prior holder of
such shares.
Section 6.2. Stock Certificates. Certificates of stock shall bear the
signature of the President (which may be engraved, printed or impressed), and
shall be signed manually or by facsimile process by the Secretary, Assistant
Secretary, Cashier, Assistant Cashier, or any other officer appointed by the
Board of Directors for that purpose, to be known as an Authorized Officer, and
the seal of the Association shall be engraved thereon. Each certificate shall
recite on its face that the stock represented thereby is transferable only upon
the books of the Association properly endorsed.
ARTICLE VII
Corporate Seal
The President, the Cashier, the Secretary or any Assistant Cashier or
Assistant Secretary, or other officer thereunto designated by the Board of
Directors, shall have authority to affix the corporate seal to any document
requiring such seal, and to attest the same. Such seal shall be substantially in
the following form:
(Impression)
( of )
( Seal )
ARTICLE VIII
Miscellaneous Provisions
Section 8.1. Fiscal Year. The Fiscal Year of the Association shall be the
calendar year.
Section 8.2. Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
in behalf of the Association by the Chairperson of the Board, or the President,
or any Vice President, or the Secretary, or the Cashier, or, if in connection
with exercise of fiduciary powers of the Association, by any of said officers or
by any Trust Officer. Any such instruments may also be executed, acknowledged,
verified, delivered or accepted in behalf of the Association in such other
manner and by such other officers as the Board of Directors may from time to
time direct. The provisions of this Section 8.2. are supplementary to any other
provision of these By-Laws.
Section 8.3. Records. The Articles of Association, the By-Laws and the
proceedings of all meetings of the shareholders, the Board of Directors, and
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, or other officer appointed to act as Secretary of the meeting.
ARTICLE IX
By-Laws
Section 9.1. Inspection. A copy of the By-Laws, with all amendments
thereto, shall at all times be kept in a convenient place at the Main Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.
Section 9.2. Amendments. The By-Laws may be amended, altered or repealed,
at any regular meeting of the Board of Directors, by a vote of a majority of the
total number of the Directors.
<PAGE>
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939 in connection with the proposed issue by Empire Funding Home Loan Owner
Trust 1998-1, Home Loan Asset Backed Notes, Series 1998-1, we hereby consent
that reports of examination by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
Dated: January 7, 1998
Bankers Trust Company of California, N.A.
By: /s/ Michelle Roos
-----------------
Michelle Roos
Vice President
<PAGE>
Exhibit 7
"Bank Name","Bankers Trust Company of California, National Association"
"City","Los Angeles"
"County","Los Angeles"
"State","CA"
"Zip Code","90071 "
"Certificate Number","26732"
"Call Date","970930"
"Form Number","033"
"Call Report Preparer","Nick Santorelli"
"Phone Number","2122504902"
"State Bank Number","06-0647"
"Charter Type","1"
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"RIAD4079",$42,026,000
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"RIAD3196",0
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"RIAD4301",$12,089,000
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"RIAD4300",$7,445,000
"RIAD4320",0
"RIAD4340",$7,445,000
"RIAD4513",0
"RIAD8431",0
"RIAD4150",$283,000
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"RIAD4411",0
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"RIAD8433",$-111,000
"RIAD4415",0
"RIAD3210",$145,363,000
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"RIAD4463",
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"RIAD5419",0
"RIAD5420",0
"TEXT4464","I/C Non-Interest Service Expense"
"RIAD4464",$5,303,000
"TEXT4467","Indirect Expense D/T BTCo"
"RIAD4467",$2,433,000
"TEXT4468","Goodwill Amortization"
"RIAD4468",$2,556,000
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"RCON1773",$94,760,000
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"RCON2143",$21,960,000
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"RCON2170",$157,417,000
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"RCON2930",$12,054,000
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"RCON3230",$50,000,000
"RCON3839",$50,000,000
"RCON3632",$45,346,000
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"RCON3210",$145,363,000
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"RCON0085",$1,439,000
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"RCON0074",$28,680,000
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"RCON0010",$30,119,000
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"RCON1286",$690,000
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"RCON1739",$91,021,000
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"RCONA510",0
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"RCON1752",$3,000,000
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"RCON1771",0
"RCON1772",$94,711,000
"RCON1773",$94,760,000
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"RCONA550",$690,000
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"RCONA552",$3,787,000
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"RCON6999",""
"RCON5562",
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"RCON6860",""
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"RCON5585",
"RCON5586",
"RCON5587",
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"RCON5589",
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"TEXT3550",""
"RCON3550",
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"RCON3645",0
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"TEXT3552","I/C DT BTCo Irvine"
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"RCON3433",$914,746,000
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"RCON3556",
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"RCON3557",
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"RCON3558",
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"TEXT5592",""
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"RCON5594",
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"RCON5595",
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"RCON5597",
"TEXTA545","N/A"
"RCONA545","N/A"
"TEXT8901","Foy B. Hester, Vice President & Controller"
"TEXT8902","2122506418"
"RCON6056","1"
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"RCONA002",
"RCON6979","0"
"TEXT6980",""
"TEXT6980",""
"TEXT6980",""
"TEXT6980",""
"TEXT6980",""
"TEXT6980",""
"TEXT6980",""
"TEXT6980",""
"TEXT6980",""
"TEXT6980",""
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"RCON3562",0
"RCON7701",0.00
"RCON7702",0.00
"TEXT8903","Foy B. Hester, Vice President & Controller"
"TEXT8904","2122506418"