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Exhibit 25-B
   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)
 
 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
  (State of incorporation
if not a national bank)
    
    13-4994650
(I.R.S. employer
identification No.)1111 Polaris Parkway
Columbus, Ohio
(Address of principal executive offices)
    
    43271
(Zip Code)
 
 
 
 Delaware
(State or other jurisdiction of
incorporation or organization)
    
    38-6795650
(I.R.S. employer
identification No.)One American Road
Dearborn, MI
(Address of principal executive offices)
    
    48126
(Zip Code)




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GENERAL
   (a)
    
    Name and address of each examining or supervising authority to which it is subject.Comptroller of the Currency, Washington, D.C.Board of Governors of the Federal Reserve System, Washington, D.C., 20551
  (b)
    
    Whether it is authorized to exercise corporate trust powers.
     -2-




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17th
day of March, 2006
 JPMORGAN CHASE BANK, N.A.By
    
    /s/ Michael A. Smith/s/ Michael A. Smith
      Vice President
 -3-




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Dollar Amountsin MillionsASSETSCash and balances due from depository institutions:Noninterest-bearing balances and
currency and coin
    
    $
    28,433Interest-bearing balances
    
    
    17,638Securities:Held to maturity securities
    
    
    84Available for sale securities
    
    
    55,133Federal funds sold and securities purchased under
agreements to resellFederal funds sold in domestic offices
    
    
    24,468Securities purchased under agreements to resell
    
    
    167,210Loans and lease financing receivables:Loans and leases held for sale
    
    
    30,960Loans and leases, net of unearned income
    
    $
    360,848Less: Allowance for loan and lease losses
    
    
    4,895Loans and leases, net of unearned income and
allowance
    
    
    355,953Trading Assets
    
    
    229,642Premises and fixed assets (including capitalized leases)
    
    
    8,279Other real estate owned
    
    
    141Investments in unconsolidated subsidiaries and
associated companies
    
    
    794Customers liability to this bank on acceptances
outstanding
    
    
    738Intangible assetsGoodwill
    
    
    23,365Other Intangible assets
    
    
    10,275Other assets
    
    
    55,313TOTAL ASSETS
    
    $
    1,008,426




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Dollar Amountsin MillionsLIABILITIESDepositsIn domestic offices
    
    $
    389,235Noninterest-bearing
    
    $
    138,883Interest-bearing
    
    
    250,352In foreign offices, Edge and Agreement
subsidiaries and IBFs
    
    
    140,161Noninterest-bearing
    
    $
    6,800Interest-bearing
    
    
    133,361Federal funds purchased and securities sold under agree-
ments to repurchase:Federal funds purchased in domestic offices
    
    
    8,435Securities sold under agreements to repurchase
    
    
    109,608Trading liabilities
    
    
    131,588Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases)
    
    
    82,712Banks liability on acceptances executed and outstanding
    
    
    738Subordinated notes and debentures
    
    
    17,662Other liabilities
    
    
    40,948TOTAL LIABILITIES
    
    
    921,087Minority Interest in consolidated subsidiaries
    
    
    2,249EQUITY CAPITALPerpetual preferred stock and related surplus
    
    
    0Common stock
    
    
    1,785Surplus (exclude all surplus related to preferred stock)
    
    
    59,467Retained earnings
    
    
    24,523Accumulated other comprehensive income
    
    
    (685
    )Other equity capital components
    
    
    0TOTAL EQUITY CAPITAL
    
    
    85,090TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL
    
    $
    1,008,426
   authority and is true and correct.
 WILLIAM B. HARRISON, JR.
    
    
    )JAMES DIMON
    
    
    )
    
    
    DIRECTORSMICHAEL J. CAVANAGH
    
    
    )