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)

 

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
	(Address of principal executive offices)			(Zip Code)

David Massa
U.S. Bank National Association
100 Wall Street
New York, NY 10005
(212) 361-4386
(Name, address and telephone number of agent for service)

WYNDHAM WORLDWIDE CORPORATION

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		20-0052541 (I. R. S. Employer Identification No.)
Seven Sylvan Way Parsippany, New Jersey (Address of principal executive offices)		07054 (Zip Code)

6.00% Senior Notes due 2016

 

 

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.*
	7.		Report of Condition of the Trustee as of December 31, 2006, 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.

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 24th of April, 2007.

Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2006

($000’s)

		12/31/2006
Assets
Cash and Due From Depository Institutions		$	8,644,951
Securities			39,699,269
Federal Funds			3,512,083
Loans & Lease Financing Receivables			141,159,825
Fixed Assets			2,300,043
Intangible Assets			12,048,875
Other Assets			10,437,280
Total Assets		$	217,802,326
Liabilities
Deposits		$	135,903,121
Fed Funds			12,316,778
Treasury Demand Notes			0
Trading Liabilities			139,984
Other Borrowed Money			33,217,524
Acceptances			0
Subordinated Notes and Debentures			7,384,026
Other Liabilities			6,677,926
Total Liabilities		$	195,639,359
Equity
Minority Interest in Subsidiaries		$	1,544,842
Common and Preferred Stock			18,200
Surplus			11,976,937
Undivided Profits			8,622,988
Total Equity Capital		$	22,162,967
Total Liabilities and Equity Capital		$	217,802,326

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