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)      o

 

 

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

 

31-0841368

I.R.S. Employer Identification No.

 

 

Becky D. Burton
U.S. Bank National Association
1021 East Cary Street, 18th Floor
Richmond, VA 23219
(804) 771-7926

(Name, address and telephone number of agent for service)

 

Corporate Office Properties, L.P.

(Issuer with respect to the Securities)

 

 

 

Debt Securities

Guarantees of Debt Securities

(Title of the Indenture Securities)

 

 

 

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, attached as Exhibit 2.

 

3.              A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

 

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 December 31, 2015 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.

 

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

 

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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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Richmond, State of Virginia on the 12th of April, 2016.

 

	By:	/s/ Becky D. Burton
		Becky D. Burton
		Assistant Vice President

 

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Exhibit 2

 

 Office of the Comptroller of the Currency

 

Washington, DC 20219

 

CERTIFICATE OF CORPORATE EXISTENCE

 

I, Thomas J. Curry. Comptroller of the Currency, do hereby certify that:

 

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

 

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

 

	IN TESTIMONY WHEREOF, today, December 4, 2015, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	/s/ Thomas J. Curry
	Comptroller of the Currency

 

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Exhibit 3

 Office of the Comptroller of the Currency

 

Washington, DC 20219

 

CERTIFICATION OF FIDUCIARY POWERS

 

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

 

I. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

 

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, 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 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

 

	IN TESTIMONY WHEREOF, today, December 4, 2015, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	/s/ Thomas J. Curry
	Comptroller of the Currency

 

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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: April 12, 2016

 

 

	By:	/s/ Becky D. Burton
		Becky D. Burton
		Assistant Vice President

 

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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2015

 

($000’s)

 

		12/31/2015
Assets
Cash and Balances Due From Depository Institutions		$	11,116,460
Securities		105,221,515
Federal Funds		66,242
Loans & Lease Financing Receivables		259,137,459
Fixed Assets		4,356,531
Intangible Assets		13,140,000
Other Assets		24,420,027
Total Assets		$	417,458,234
Liabilities
Deposits		$	310,443,288
Fed Funds		1,617,316
Treasury Demand Notes		0
Trading Liabilities		989,983
Other Borrowed Money		46,198,790
Acceptances		0
Subordinated Notes and Debentures		3,150,000
Other Liabilities		12,012,892
Total Liabilities		$	374,412,269
Equity
Common and Preferred Stock		18,200
Surplus		14,266,400
Undivided Profits		27,904,230
Minority Interest in Subsidiaries		857,135
Total Equity Capital		$	43,045,965
Total Liabilities and Equity Capital		$	417,458,234

 

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