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

o		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)

A National Banking Association		94-1347393
(Jurisdiction of incorporation or		(I.R.S. Employer
organization if not a U.S. national bank)		Identification No.)

101 North Phillips Avenue
Sioux Falls, South Dakota		57104
(Address of principal executive offices)		(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

(Exact name of obligor as specified in its charter)

OHIO		34-0451060
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

6035 Parkland Boulevard
Cleveland, OH		44124-4141
(Address of principal executive offices)		(Zip code)

(Title of the indenture securities)

 

 

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 Treasury Department Washington, D.C.
			Federal Deposit Insurance Corporation Washington, D.C.
			Federal Reserve Bank of San Francisco San Francisco, California 94120
	(b)		Whether it is authorized to exercise corporate trust powers.
			The trustee is authorized to exercise corporate trust powers.

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.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

		Exhibit 1.		A copy of the Articles of Association of the trustee now in effect.*
		Exhibit 2.		A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated November 8, 2005.**
		Exhibit 3.		See Exhibit 2
		Exhibit 4.		Copy of By-laws of the trustee as now in effect.***
		Exhibit 5.		Not applicable.
		Exhibit 6.		The consent of the trustee required by Section 321(b) of the Act.
		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.
		Exhibit 8.		Not applicable.
		Exhibit 9.		Not applicable.

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 Minneapolis and State of Minnesota on May 23rd, 2007.

		WELLS FARGO BANK, NATIONAL ASSOCIATION
		/s/ Kamladai Deoraj   Kamladai Deoraj Assistant Vice President

EXHIBIT 6

May 23^rd 2007

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
		/s/ Kamladai Deoraj   Kamladai Deoraj Assistant Vice President

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2006, filed in accordance with 12 U.S.C. §161 for National Banks.

						Dollar Amounts
						In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin						$	15,071
Interest-bearing balances							1,332
Securities:
Held-to-maturity securities							0
Available-for-sale securities							37,720
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices							4,141
Securities purchased under agreements to resell							1,130
Loans and lease financing receivables:
Loans and leases held for sale							33,751
Loans and leases, net of unearned income			252,936
LESS: Allowance for loan and lease losses			2,088
Loans and leases, net of unearned income and allowance							250,848
Trading Assets							3,060
Premises and fixed assets (including capitalized leases)							4,045
Other real estate owned							557
Investments in unconsolidated subsidiaries and associated companies							419
Intangible assets
Goodwill							8,995
Other intangible assets							18,458
Other assets							19,144
Total assets						$	398,671
LIABILITIES
Deposits:
In domestic offices						$	272,350
Noninterest-bearing			76,347
Interest-bearing			196,003
In foreign offices, Edge and Agreement subsidiaries, and IBFs							39,196
Noninterest-bearing			12
Interest-bearing			39,184
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices							4,271
Securities sold under agreements to repurchase							5,631

						Dollar Amounts
						In Millions
Trading liabilities							2,145
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)							7,119
Subordinated notes and debentures							10,164
Other liabilities							17,464
Total liabilities						$	358,340
Minority interest in consolidated subsidiaries							61
EQUITY CAPITAL
Perpetual preferred stock and related surplus							0
Common stock							520
Surplus (exclude all surplus related to preferred stock)							24,751
Retained earnings							14,549
Accumulated other comprehensive income							450
Other equity capital components							0
Total equity capital							40,270
Total liabilities, minority interest, and equity capital						$	398,671

I, Karen B. Nelson, Vice President 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.

Karen B. Nelson
Vice President 

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.

Avid Modijtabai
John Stumpf		Directors
Carrie Tolstedt