Exhibit 25(b)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall
Minneapolis, Minnesota 55402
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(Address of principal executive offices) (Zip Code)
Marlene J. Fahey
U.S. Bank National Association
100 Wall Street
New York, NY 10005
(212) 361-(2510)
(Name, address and telephone number of agent for service)
SAFETY FIRST TRUST
SERIES 2006-2 DELAWARE
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(Exact name of obligor as (State or other jurisdiction of (I. R. S. Employer
specified in its charter) incorporation or organization) Identification No.)
399 PARK AVENUE
NEW YORK, NY 10043
(Address of principal executive offices)
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PRINCIPAL-PROTECTED TRUST CERTIFICATES (THE "CERTIFICATES") OF THE
SAFETY FIRST TRUST SERIES 2006-2
(Title of indenture securities)
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FORM T-1
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.
Comptroller of the Currency
Washington, D.C.
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
ITEMS 3-15 Items 3-15 are not applicable because to the best of the Trustee's
knowledge, the obligor is not in default under any Indenture for
which the Trustee acts as Trustee.
ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this
statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee.*
2. A copy of the certificate of authority of the Trustee to commence
business.*
3. A copy of the certificate of authority of the Trustee to exercise
corporate trust powers.*
4. A copy of the existing bylaws of the Trustee.*
5. A copy of each Indenture referred to in Item 4. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939, attached as Exhibit 6.
7. Report of Condition of the Trustee as of March 31, 2004, published
pursuant to law or the requirements of its supervising or examining
authority, attached as Exhibit 7.
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration
statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. 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 New
York, State of New York on the 20th of June, 2006.
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Marlene J. Fahey
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Marlene J. Fahey
Vice President
By: /s/ David J. Kolibachuk
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David J. Kolibachuk
Vice President
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EXHIBIT 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: June 20, 2006
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Marlene J. Fahey
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Marlene J. Fahey
Vice President
By: /s/ David J. Kolibachuk
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David J. Kolibachuk
Vice President
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EXHIBIT 7
U.S. BANK NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
AS OF 3/31/2006
($000's)
3/31/2006
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ASSETS
Cash and Due From Depository Institutions $ 7,050,967
Securities 39,215,391
Federal Funds 3,114,744
Loans & Lease Financing Receivables 135,184,791
Fixed Assets 1,737,385
Intangible Assets 11,754,046
Other Assets 10,882,988
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TOTAL ASSETS $208,940,312
LIABILITIES
Deposits $132,810,195
Fed Funds 12,304,517
Treasury Demand Notes 0
Trading Liabilities 252,318
Other Borrowed Money 28,673,468
Acceptances 0
Subordinated Notes and Debentures 6,432,494
Other Liabilities 6,859,284
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TOTAL LIABILITIES $187,332,276
EQUITY
Minority Interest in Subsidiaries $ 1,029,155
Common and Preferred Stock 18,200
Surplus 11,804,040
Undivided Profits 8,756,641
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TOTAL EQUITY CAPITAL $ 21,608,036
TOTAL LIABILITIES AND EQUITY CAPITAL $208,940,312
To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Marlene J. Fahey
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Vice President
Date: June 20, 2006
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