PERFORMANCE GUARANTY

Exhibit 10.50

PERFORMANCE GUARANTY
(Series 2007-1)

          PERFORMANCE GUARANTY (this “ Guaranty ”) dated as of May 23, 2007 is made by Wyndham Worldwide Corporation, a Delaware corporation (“ Wyndham Worldwide ”) in favor of Sierra Timeshare 2007-1 Receivables Funding, LLC, a Delaware limited liability company (the “ Issuer ”), Sierra Deposit Company, LLC, a Delaware limited liability company (the “ Depositor ”), and U.S. Bank National Association, as trustee, (the “ Trustee ”) and as collateral agent (the “ Collateral Agent ”) under the Indenture and Servicing Agreement referenced below for the benefit of holders of Notes issued pursuant to such Indenture and Servicing Agreement and the Insurer referred to in such Indenture and Servicing Agreement.

PRELIMINARY STATEMENTS

          WHEREAS, the Issuer, Wyndham Consumer Finance, Inc. (“ WCF ”) a Delaware corporation, as servicer (in such capacity, the “ Servicer ”), the Trustee and the Collateral Agent have entered into that certain Indenture and Servicing Agreement dated as of the date hereof (as amended, supplemented or otherwise restated from time to time, the “ Indenture ”);

          WHEREAS, the Issuer has, under the terms of the Indenture, issued $618,425,000 Loan-Backed Notes, Series 2007-1 (the “ Notes ”);

          WHEREAS, the Notes are secured by and payable from a portfolio of Pledged Loans and related Pledged Assets and other Collateral, each as described in the Indenture, and each of the Pledged Loans is a loan sold by either WCF or Wyndham Resort Development Corporation (“ WRDC ”) to the Depositor and sold by the Depositor to the Issuer;

          WHEREAS, in connection with the issuance of the Class A Notes, the Issuer will cause the Insurer to provide the Insurance Policy to the Trustee;

          WHEREAS, WCF has sold Pledged Loans and related Pledged Assets to the Depositor under the terms of the WVRI Purchase Agreement and under the terms of the WRDC Purchase Agreement;

          WHEREAS, WRDC has sold Pledged Loans and related Pledged Assets to the Depositor under the terms of the WRDC Purchase Agreement;

          WHEREAS, each of WCF, WRDC, the Issuer and the Depositor are wholly-owned direct or indirect subsidiaries of Wyndham Worldwide;

          WHEREAS, Wyndham Worldwide expects to receive substantial direct and indirect benefits from the transactions contemplated in the Indenture; and

          WHEREAS, as an inducement for the Noteholders to purchase the Notes and the Insurer to issue the Insurance Policy, Wyndham Worldwide has agreed to enter into and undertake its obligations as provided in this Guaranty.

          NOW, THEREFORE, Wyndham Worldwide hereby agrees with the Issuer, the Depositor, the Trustee and the Collateral Agent, as follows:

          SECTION 1. Definitions . Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Indenture as in effect on the date of this Guaranty. As used herein, the following terms shall have the following meanings:

          “ Defective Loan Obligations ” means the obligation of the Issuer set forth in Section 5.4 of the Indenture to deposit the Release Price for any Pledged Loan that (a) is a Defective Loan under the terms of the Indenture, but (b) is not a Defective Loan under the terms of the WVRI Purchase Agreement or the WRDC Purchase Agreement that is required to be repurchased by WCF or by WRDC under the applicable Purchase Agreement.

          “ Guaranteed Party ” means each of the Depositor, the Issuer, the Trustee and the Collateral Agent on behalf of all holders of Notes and the Insurer.

          “ Obligations ” means the Seller Obligations, the Servicer Obligations and the Defective Loan Obligations.

          “ Performance Guarantor ” means Wyndham Worldwide.

          “ Purchase Agreement ” means either the WVRI Purchase Agreement or the WRDC Purchase Agreement and “ Purchase Agreements ” means both the WVRI Purchase Agreement and the WRDC Purchase Agreement.

          “ Seller ” means WCF or WRDC and “ Sellers ” means both WCF and WRDC.

          “ Seller Obligations ” means, collectively all covenants, agreements, terms, conditions and other obligations to be performed and observed by each Seller under the applicable Purchase Agreement as such covenants, agreements, terms, conditions and other obligations arise in connection with, or otherwise relate in any way to, the Pledged Loans and the Pledged Assets, and shall include without limitation the due and punctual payment when due of all sums that are or may become owing by such Seller under the applicable Purchase Agreement in connection with the Pledged Loans or the Pledged Assets, whether in respect of fees, expenses (including counsel fees), taxes, indemnified amounts or otherwise, including without limitation any such fees, expenses and other amounts that accrue after the commencement of any Insolvency Proceeding with respect to such Seller (in each case whether or not allowed as a claim in such Insolvency Proceeding) and shall include, without limitation, the obligations of the Seller under Section 7(a) of the Series 2002-1 Supplement which is included as part of the WVRI Purchase Agreement, the obligations of the Seller under Section 7(a) of the Series 2007-1 Supplement which is part of the WVRI Purchase Agreement, the obligations of the Seller under Section 7(a) of the Series 2002-1 Supplement which is part of the WRDC Purchase Agreement and the obligations of the Seller under Section 7(a) of the Series 2007-1 Supplement which is part of the WRDC Purchase Agreement.

          “ Servicer Obligations ” means, collectively, all covenants, agreements, terms, conditions and other obligations to be performed and observed by WCF in its capacity as the Servicer under the Indenture, and shall include without limitation the due and punctual payment when due of all sums that are or may become owing by the Servicer under the Indenture, whether in respect of fees, expenses (including counsel fees), indemnified amounts or otherwise, including without limitation any such fees, expenses and other amounts that accrue after the commencement of any Insolvency Proceeding with respect to WCF (in each case whether or not allowed as a claim in such Insolvency Proceeding).

          “ WRDC Purchase Agreement ” means the Master Loan Purchase Agreement dated as of August 29, 2002, and the Series 2002-1 Supplement thereto, each as amended or amended and restated from time to time, by and between WRDC and the Depositor and the Series 2007-1 Supplement to the Master Loan Purchase Agreement and the Confirmation and Consent Agreement dated as of May 23, 2007 related to the Master Loan Purchase Agreement and the Series 2002-1 Supplement each among WCF as a Seller, WRDC, as the Originator and the Depositor, as purchaser, each as amended or amended and restated from time to time.

          “ WVRI_Purchase Agreement ” means the Master Loan Purchase Agreement dated as of August 29, 2002, as amended or amended and restated from time to time, by and between WCF, as Seller and the Depositor, as Purchaser and WVRI and various other entities from time to time party thereto, together with the Series 2002-1 Supplement thereto also dated as of August 29, 2002, as amended or amended and restated from time to time and the Series 2007-1 Supplement thereto, dated as of May 23, 2007, as amended from time to time.

          SECTION 2. Guaranty of Sellers’ Obligations. Wyndham Worldwide hereby guarantees to the Depositor, the Issuer, the Trustee and the Collateral Agent on behalf of all holders of Notes and the Insurer the full and punctual payment and performance of all of WCF’s Seller Obligations under the WVRI Purchase Agreement and all of WRDC’s and WCF’s Seller Obligations under the WRDC Purchase Agreement, as such obligations relate to the Pledged Loans and the Pledged Assets.

          SECTION 3. Guaranty of Servicer’s Obligations . Wyndham Worldwide hereby guarantees to the Issuer, the Trustee and the Collateral Agent on behalf of all holders of Notes and the Insurer the full and punctual payment and performance of all of WCF’s Servicer Obligations.

          SECTION 4. Guaranty of Defective Loan Obligations . Wyndham Worldwide guarantees to the Trustee and the Collateral Agent for the benefit of the holders of the Notes and the Insurer the full and punctual payment and performance of the Defective Loan Obligations.

          SECTION 5. Performance Guarantor’s Further Agreements to Pay . Wyndham Worldwide further agrees, as the principal obligor and not as a guarantor only, that it will pay to each Guaranteed Party, forthwith upon demand in funds immediately available to such Guaranteed Party, all reasonable costs and expenses (including court costs and reasonable legal expenses) incurred or expended by such Guaranteed Party in connection with the enforcement of the Obligations and this Guaranty, together with interest on amounts recoverable under this Guaranty from the time when such amounts become due until payment, at a rate of interest (computed for the actual number of days elapsed based on a 360 day year) equal to the rate of interest most recently published in The Wall Street Journal as the “Prime Rate” plus 2%. Changes in the rate payable hereunder shall be effective on each date on which a change in the “Prime Rate” is published.

          SECTION 6. Guaranty Absolute . Wyndham Worldwide guarantees that the Obligations will be performed strictly in accordance with the terms of the WVRI Purchase Agreement, the WRDC Purchase Agreement and the Indenture regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms; provided , however , nothing herein shall be construed to require Wyndham Worldwide to act in violation of any law, regulation or order. The obligations of Wyndham Worldwide under this Guaranty are independent of the Obligations, and a separate action or actions may be brought and prosecuted against Wyndham Worldwide to enforce this Guaranty, irrespective of whether any action is brought against WCF or WRDC, or whether WCF or WRDC is joined in any such action or actions. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations. Wyndham Worldwide agrees that the validity and enforceability of this Guaranty shall not be impaired or affected by any of the following:

     (i) any lack of validity or enforceability of the WVRI Purchase Agreement, the WRDC Purchase Agreement or the Indenture;

     (ii) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver of or any

consent to departure from the WVRI Purchase Agreement, the WRDC Purchase Agreement or the Indenture;

     (iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations;

     (iv) any man