Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
_____________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
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A National Banking Association (Jurisdiction of incorporation of organization if not a U.S. national bank) | | | 94-1347393 (I.R.S. Employer Identification No.)
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101 North Phillips Avenue Sioux Falls, South Dakota (Address of principal executive offices)
| | | 57104 (Zip code)
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Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________
HealthSouth Corporation
(Exact name of obligor as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization)
| | | 63-0860407 (I.R.S. Employer Identification No.)
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3660 Grandview Parkway, Suite 200 Birmingham, Alabama (Address of principal executive offices)
| | | 35243 (Zip code)
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_____________________________
Debt Securities
and Guarantees of Debt Securities
(Title of the indenture securities)
GUARANTORS
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| Exact Name of Guarantor as Specified in its Charter and Address, Including Zip Code, and Telephone Number, Including Area Code of Guarantor’s Principal Executive Offices* | State or other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification Number |
| Advantage Health, LLC | Delaware | 04-2772046 |
| CMS Jonesboro Rehabilitation, Inc. | Delaware | 62-1347455 |
| CMS Topeka Rehabilitation, Inc. | Delaware | 74-2498820 |
| Continental Medical of Arizona, Inc. | Delaware | 25-1622263 |
| Continental Medical Systems, Inc. | Delaware | 51-0287965 |
| Continental Rehabilitation Hospital of Arizona, Inc. | Delaware | 25-1622264 |
| HealthSouth Arizona Real Estate, LLC | Delaware | 45-2816261 |
| HealthSouth Aviation, LLC | Delaware | 26-2558709 |
| HealthSouth Bakersfield Rehabilitation Hospital, LLC | Delaware | 63-1184845 |
| HealthSouth California Real Estate, LLC | Delaware | 46-0772862 |
| HealthSouth Colorado Real Estate, LLC | Delaware | 45-2973710 |
| HealthSouth Deaconess Holdings, LLC | Delaware | 45-4093563 |
| HealthSouth East Valley Rehabilitation Hospital, LLC | Delaware | 26-2942698 |
| HealthSouth Harmarville Rehabilitation Hospital, LLC | Delaware | 52-1960506 |
| HealthSouth Johnson City Holdings, LLC | Delaware | 46-5136877 |
| HealthSouth Joint Ventures Holdings, LLC | Delaware | 45-3462275 |
| HealthSouth Kansas Real Estate, LLC | Delaware | 45-5092337 |
| HealthSouth Kentucky Real Estate, LLC | Delaware | 27-5440425 |
| HEALTHSOUTH LTAC of Sarasota, Inc. | Delaware | 63-1283287 |
| HealthSouth Littleton Rehabilitation, LLC | Delaware | 45-4929357 |
| HealthSouth Martin County Holdings, LLC | Delaware | 45-4094041 |
| HealthSouth East Valley Rehabilitation Hospital, LLC | Delaware | 26-2942698 |
| HealthSouth Middletown Rehabilitation Hospital, LLC | Delaware | 27-3463026 |
| HealthSouth Nevada Real Estate, LLC | Delaware | 46-3643875 |
| HealthSouth New Mexico Real Estate, LLC | Delaware | 46-3662902 |
| HealthSouth Northern Kentucky Rehabilitation Hospital, LLC | Delaware | 63-1184835 |
| HealthSouth Ohio Real Estate, LLC | Delaware | 45-4508186 |
| HealthSouth Owned Hospitals Holdings, LLC | Delaware | 27-2457679 |
| HealthSouth Pennsylvania Real Estate, LLC | Delaware | 46-3458365 |
| HealthSouth Plano Rehabilitation Hospital, LLC | Delaware | 25-1661222 |
| HealthSouth Properties, LLC | Delaware | 63-1133453 |
| HealthSouth Real Estate, LLC | Delaware | 27-2811002 |
| HealthSouth Real Property Holding, LLC | Delaware | 63-1044004 |
| HealthSouth Rehabilitation Center of New Hampshire, Inc. | Delaware | 63-1102594 |
| HEALTHSOUTH Rehabilitation Center, Inc. | South Carolina | 57-0775688 |
| HealthSouth Rehabilitation Hospital at Drake, LLC | Delaware | 45-1441844 |
| HealthSouth Rehabilitation Hospital of Arlington, LLC | Delaware | 63-1184844 |
| HealthSouth Rehabilitation Hospital of Austin, Inc. | Delaware | 63-1105908 |
| HealthSouth Rehabilitation Hospital of Beaumont, LLC | Delaware | 25-1656648 |
| HealthSouth Rehabilitation Hospital of Charleston, LLC | South Carolina | 57-0904886 |
| HealthSouth Rehabilitation Hospital of Cypress, LLC | Delaware | 27-3444511 |
| HealthSouth Rehabilitation Hospital of Desert Canyon, LLC | Delaware | 27-2457834 |
| HealthSouth Rehabilitation Hospital of Fort Worth, LLC | Texas | 63-0923506 |
| HealthSouth Rehabilitation Hospital of Fredericksburg, LLC | Delaware | 20-0949793 |
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| HealthSouth Rehabilitation Hospital of Gadsden, LLC | Delaware | 27-4000610 |
| HealthSouth Rehabilitation Hospital of Henderson, LLC | Delaware | 63-1262946 |
| HealthSouth Rehabilitation Hospital of Humble, LLC | Delaware | 46-4003807 |
| HealthSouth Rehabilitation Hospital of Largo, LLC | Delaware | 63-1134645 |
| HealthSouth Rehabilitation Hospital of Las Vegas, LLC | Delaware | 25-1693810 |
| HEALTHSOUTH Rehabilitation Hospital of Manati, Inc. | Delaware | 20-1151662 |
| HealthSouth Rehabilitation Hospital of Marion County, LLC | Delaware | 27-3308405 |
| HealthSouth Rehabilitation Hospital of Mechanicsburg, LLC | Delaware | 63-1105923 |
| HealthSouth Rehabilitation Hospital of Miami, LLC | Delaware | 27-5253818 |
| HealthSouth Rehabilitation Hospital of Midland/Odessa, LLC | Delaware | 63-1105911 |
| HealthSouth Rehabilitation Hospital of Modesto, LLC | Delaware | 46-4417320 |
| HealthSouth Rehabilitation Hospital of New Mexico, LLC | Delaware | 63-1011171 |
| HealthSouth Rehabilitation Hospital of Newnan, LLC | Delaware | 27-3390540 |
| HealthSouth Rehabilitation Hospital of Northern Virginia, LLC | Delaware | 26-1159764 |
| HealthSouth Rehabilitation Hospital of Petersburg, LLC | Delaware | 20-0948362 |
| HealthSouth Rehabilitation Hospital of San Juan, Inc. | Delaware | 46-0977422 |
| HealthSouth Rehabilitation Hospital of Sarasota, LLC | Delaware | 63-1134650 |
| HealthSouth Rehabilitation Hospital of Seminole County, LLC | Delaware | 45-2905189 |
| HealthSouth Rehabilitation Hospital of Sewickley, LLC | Delaware | 63-1227351 |
| HealthSouth Rehabilitation Hospital of South Jersey, LLC | Delaware | 26-2414472 |
| HealthSouth Rehabilitation Hospital of Sugar Land, LLC | Delaware | 27-2810882 |
| HealthSouth Rehabilitation Hospital of Tallahassee, LLC | Delaware | 63-1134713 |
| HealthSouth Rehabilitation Hospital of Texarkana, Inc. | Delaware | 63-1105916 |
| HealthSouth Rehabilitation Hospital of Utah, LLC | Delaware | 63-1105917 |
| HealthSouth Rehabilitation Hospital The Woodlands, Inc. | Delaware | 63-1105909 |
| HealthSouth Rehabilitation Institute of San Antonio, Inc. | Delaware | 63-1105930 |
| HealthSouth Rehabilitation Institute of Tucson, LLC | Alabama | 63-1184847 |
| HealthSouth Scottsdale Rehabilitation Hospital, LLC | Delaware | 63-1184846 |
| HealthSouth Sea Pines Holdings, LLC | Delaware | 45-4093483 |
| HealthSouth South Carolina Real Estate, LLC | Delaware | 46-3629300 |
| HealthSouth Specialty Hospital of North Louisiana, LLC | Louisiana | 72-1091113 |
| HealthSouth Sub-Acute Center of Mechanicsburg, LLC | Delaware | 63-1105903 |
| HealthSouth Sunrise Rehabilitation Hospital, LLC | Delaware | 63-1134714 |
| HealthSouth Support Companies, LLC | Delaware | 46-2882734 |
| HealthSouth Texas Real Estate, LLC | Delaware | 27-3167838 |
| HealthSouth Tucson Holdings, LLC | Delaware | 45-4055073 |
| HealthSouth Utah Real Estate, LLC | Delaware | 46-3649491 |
| HealthSouth Valley of the Sun Rehabilitation Hospital, LLC | Delaware | 63-1184848 |
| HealthSouth Walton Rehabilitation Hospital, LLC | Delaware | 46-1318969 |
| HealthSouth West Virginia Real Estate, LLC | Delaware | 27-4647272 |
| HEALTHSOUTH of Dothan, Inc. | Alabama | 63-1097851 |
| HealthSouth of East Tennessee, LLC | Delaware | 63-1028003 |
| HealthSouth of Erie, LLC | Delaware | 63-1105904 |
| HealthSouth of Fort Smith, LLC | Delaware | 63-1105919 |
| HEALTHSOUTH of Montgomery, Inc. | Alabama | 63-1106107 |
| HEALTHSOUTH of Nittany Valley, Inc. | Delaware | 63-1105924 |
| HealthSouth of Pittsburgh, LLC | Delaware | 63-1105926 |
| HealthSouth of Reading, LLC | Delaware | 72-1397929 |
| HEALTHSOUTH of South Carolina, Inc. | Delaware | 63-0974715 |
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| HEALTHSOUTH of Spring Hill, Inc. | Delaware | 63-1244181 |
| HealthSouth of Toms River, LLC | Delaware | 63-1105897 |
| HEALTHSOUTH of Treasure Coast, Inc. | Delaware | 63-1105921 |
| HealthSouth of York, LLC | Delaware | 63-1105925 |
| HEALTHSOUTH of Yuma, Inc. | Delaware | 95-4895912 |
| Lakeshore System Services of Florida, Inc. | Florida | 63-1119356 |
| Lakeview Rehabilitation Group Partners | Kentucky | 25-1573943 |
| New England Rehabilitation Management Co., LLC | New Hampshire | 02-0393832 |
| Print Promotions Group, LLC | Delaware | 46-2863772 |
| Rebound, LLC | Delaware | 62-1178229 |
| Rehab Concepts Corp. | Delaware | 25-1650793 |
| Rehabilitation Hospital Corporation of America, LLC | Delaware | 23-2655290 |
| Rehabilitation Hospital of Colorado Springs, Inc. | Delaware | 25-1612420 |
| Rehabilitation Hospital of Nevada-Las Vegas, Inc. | Delaware | 25-1694347 |
| Rehabilitation Hospital of Plano, LLC | Texas | 25-1612423 |
| Rehabilitation Institute of Western Massachusetts, LLC | Massachusetts | 04-2987822 |
| Sherwood Rehabilitation Hospital, Inc. | Delaware | 25-1604215 |
| Southern Arizona Regional Rehabilitation Hospital, L.P. | Delaware | 25-1654947 |
| Tarrant County Rehabilitation Hospital, Inc. | Texas | 25-1587575 |
| Tyler Rehabilitation Hospital, Inc. | Texas | 25-1667731 |
| Western Medical Rehab Associates, L.P. | Delaware | 33-0695017 |
| Western Neuro Care, Inc. | Delaware | 94-3030235 |
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| * | All Registrants have the following principal executive offices: |
c/o HealthSouth Corporation
3660 Grandview Parkway, Suite 200
Birmingham, Alabama 35243
(205) 967-7116
Item 1. General Information. Furnish the following information as to the trustee:
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| (a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
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| (b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
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| Item 2. | Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. |
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
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Item 16. List of Exhibits. | List below all exhibits filed as a part of this Statement of Eligibility. |
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| Exhibit 1. | A copy of the Articles of Association of the trustee as now in effect.* |
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| Exhibit 2. | A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 13, 2013.** |
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| Exhibit 3. | A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated November 13, 2013.** |
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| Exhibit 4. | Copy of By-laws of the trustee as now in effect.*** |
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| Exhibit 5. | Not applicable. |
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| Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. |
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| Exhibit 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. |
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| Exhibit 8. | Not applicable. |
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| Exhibit 9. | Not applicable. |
* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3/A dated December 30, 2013 of Chase Issuance Trust, file number 333-192048.
** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3/A dated December 30, 2013 of Chase Issuance Trust, file number 333-192048.
*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3/A dated December 30, 2013 of Chase Issuance Trust, file number 333-192048.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta and State of Georgia on the 13th day of October 2014.
WELLS FARGO BANK, NATIONAL ASSOCIATION
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| /s/ Stefan Victory |
Stefan Victory Vice President |
EXHIBIT 6
October 13, 2014
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
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| /s/ Stefan Victory |
Stefan Victory Vice President |
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| EXHIBIT 7 |
Consolidated Report of Condition of
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Wells Fargo Bank National Association of 101 North Phillips Avenue, Sioux Falls, SD 57104 And Foreign and Domestic Subsidiaries, at the close of business June 30, 2014, filed in accordance with 12 U.S.C. §161 for National Banks.
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| | Dollar Amounts In Millions _______________
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| ASSETS | |
Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin Interest-bearing balances |
$ 20,183 210,191 |
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Securities: Held-to-maturity securities Available-for-sale securities | 30,108 212,699 |
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Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices Securities purchased under agreements to resell |
118 20,279 |
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Loans and lease financing receivables: Loans and leases held for sale Loans and leases, net of unearned income LESS: Allowance for loan and lease losses Loans and leases, net of unearned income and allowance | 25,789
784,428 11,341 773,087 |
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| Trading Assets | 35,111 |
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| Premises and fixed assets (including capitalized leases) | 7,503 |
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| Other real estate owned | 4,003 |
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| Investments in unconsolidated subsidiaries and associated companies | 760 |
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| Direct and indirect investments in real estate ventures | 3 |
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Intangible assets Goodwill Other intangible assets |
21,627 20,078 |
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| Other assets | 55,289 |
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| Total assets | ___________ $1,436,828
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| LIABILITIES | |
Deposits: In domestic offices Noninterest-bearing Interest-bearing In foreign offices, Edge and Agreement subsidiaries, and IBFs Noninterest-bearing Interest-bearing |
$1,033,620 283,808 749,812 102,345 746 101,599 |
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Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices Securities sold under agreements to repurchase
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14,477 15,687 |
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| | Dollar Amounts In Millions _______________ |
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| Trading liabilities | 14,382 |
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Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) | 65,797 |
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| Subordinated notes and debentures | 19,868 |
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| Other liabilities | 29,113 |
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| Total liabilities | ___________ $1,295,289 |
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| EQUITY CAPITAL | |
| Perpetual preferred stock and related surplus | 0 |
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| Common stock | 519 |
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| Surplus (exclude all surplus related to preferred stock) | 103,060 |
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| Retained earnings | 33,449 |
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| Accumulated other comprehensive income | 4,364 |
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| Other equity capital components | 0 ________ |
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| Total bank equity capital | 141,392 |
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| Noncontrolling (minority) interests in consolidated subsidiaries | 147 |
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| Total equity capital | 141,539 |
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| Total liabilities, and equity capital | ________ $1,436,828
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I, John R. Shrewsberry, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
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John R. Shrewsberry EVP & CFO
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We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us
and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate
Federal regulatory authority and is true and correct.
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John Stumpf Timothy Sloan Avid Modjtabai
| Directors |
