##### 



Exhibit 10.10
 CONFORMED COPY




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##### 



Page1.1.
    
    Defined Terms
    
    
    11.2.
    
    Other Definitional Provisions
    
    
    192.1.
    
    Loan Commitments
    
    
    202.2.
    
    Procedure for Borrowings
    
    
    202.3.
    
    Termination or Reduction of Commitments
    
    
    202.4.
    
    Prepayments
    
    
    212.5.
    
    Continuation Options
    
    
    212.6.
    
    Minimum Amounts of Borrowings
    
    
    212.7.
    
    Repayment of Loans; Limitation on Recourse; Evidence of Debt
    
    
    212.8.
    
    Interest Rates and Payment Dates
    
    
    222.9.
    
    Non-use fee
    
    
    222.10.
    
    Computation of Interest and Fees
    
    
    232.11.
    
    Inability to Determine Interest Rate
    
    
    232.12.
    
    Pro Rata Treatment and Payments
    
    
    232.13.
    
    Illegality
    
    
    242.14.
    
    Increased Costs
    
    
    242.15.
    
    Taxes
    
    
    252.16.
    
    Indemnity
    
    
    272.17.
    
    Notice of Amounts Payable; Relocation of Lending Office; Mandatory
Assignment
    
    
    292.18.
    
    Release of Pledged Pre-Sale Loans and Pledged Loans
    
    
    302.19.
    
    New Developers; Addition of Collateral
    
    
    312.20.
    
    Required Repayments
    
    
    322.21.
    
    Payments on Settlement Dates
    
    
    323.1.
    
    Financial Condition
    
    
    333.2.
    
    Existence
    
    
    333.3.
    
    Power; Authorization; Enforceable Obligations
    
    
    333.4.
    
    No Legal Bar
    
    
    343.5.
    
    No Material Litigation
    
    
    343.6.
    
    Federal Regulations
    
    
    343.7.
    
    Investment Company Act
    
    
    34
 -i-




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Page3.8.
    
    ERISA
    
    
    343.9.
    
    No Material Misstatements
    
    
    343.10.
    
    Purpose of Loans
    
    
    343.11.
    
    Representations with Respect to Pledged Loans
    
    
    344.1.
    
    Conditions to Initial Loans
    
    
    354.2.
    
    Conditions to Each Loan
    
    
    355.1.
    
    Financial Statements
    
    
    365.2.
    
    Certificates; Other Information
    
    
    365.3.
    
    Notices
    
    
    365.4.
    
    Maintenance of Existence
    
    
    365.5.
    
    Compliance with Bank Facility Agreement Covenants
    
    
    375.6.
    
    Compliance with Bank Facility Agreement Covenants with Respect to Pledged
Loans
    
    
    375.7.
    
    Audits
    
    
    375.8.
    
    Keeping of Records and Books of Account
    
    
    375.9.
    
    Delivery of Notes
    
    
    385.10.
    
    Assignments of Mortgage
    
    
    386.1.
    
    Merger, Consolidation, Etc
    
    
    386.2.
    
    Limitation on Liens
    
    
    386.3.
    
    Line of Business
    
    
    386.4.
    
    Borrowing Base
    
    
    387.1.
    
    Events of Default
    
    
    387.2.
    
    Servicing Termination Events
    
    
    408.1.
    
    Appointment
    
    
    418.2.
    
    Delegation of Duties
    
    
    418.3.
    
    Exculpatory Provisions
    
    
    418.4.
    
    Reliance by Agent
    
    
    418.5.
    
    Notice of Default
    
    
    428.6.
    
    Non-Reliance on Agent and Other Lenders
    
    
    428.7.
    
    Indemnification
    
    
    42
 -ii-




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Page8.8.
    
    Agent in Its Individual Capacity
    
    
    438.9.
    
    Successor Agent
    
    
    439.1.
    
    Amendments and Waivers
    
    
    439.2.
    
    Notices
    
    
    449.3.
    
    No Waiver; Cumulative Remedies
    
    
    459.4.
    
    Survival of Representations and Warranties
    
    
    459.5.
    
    Payment of Expenses and Taxes
    
    
    459.6.
    
    Successors and Assigns; Participations and Assignments
    
    
    469.7.
    
    Adjustments
    
    
    499.8.
    
    Counterparts
    
    
    50
 -iii-




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SCHEDULESI
    
    CommitmentsII
    
    Addresses for NoticesIII
    
    Material LitigationIV
    
    List of ResortsV
    
    Syndicated LoansEXHIBITSA
    
    Pledge AgreementB
    
    Assignment and AssumptionC
    
    Opinions of Counsel to the CompanyD
    
    NoteE
    
    Borrowing Base CertificateF
    
    Monthly ReportG
    
    US Tax Compliance CertificateH
    
    Developer SupplementANNEXESA
    
    Requirements for Eligible Pre-Sale ReceivablesB
    
    Requirements for Eligible A, D & C LoansC
    
    Requirements for an Eligible DeveloperD
    
    Requirements for an Eligible Resort Related to an A, D & C Loan
 iv




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(a)
    
    RESIDENTIAL FUNDING COMPANY, LLC (the Company);(b)
    
    the several banks and other financial institutions from time to time parties to
this Agreement (the Lenders);(c)
    
    GMAC LLC, as agent for the Lenders hereunder (in such capacity, the
Agent).
   Defined Terms
 A, D & C Loans
 A, D & C Loan Agreement
 A, D & C Note
 Adjusted Construction Loan Outstanding Balance minus
 Adjusted Pre-Sale Loan Outstanding Balance minus
 Adjusted Timeshare Backed Loan Outstanding Balance




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minus
 Affiliate
 Agent
 Agreement
 Applicable Margin
 Applicable Underlying Declarations
 Approved Fund
 Assessments
 Assignee
 Assignment and Assumption
 Available Commitment
 Available Funds
 2




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Bank Facility Agent
 Bank Facility Agreement Bank Facility Agent provided provided further
 Benefitted Lender
 Board of Directors
 Borrowing
 Borrowing Base
 Borrowing Base Certificate
 Borrowing Base First Component minus
 Borrowing Base Second Component times
 Borrowing Base Third Component times
 Business Day provided
 Capital Shares
 CLO
 3




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Closing Date
 Code
 Collateral
 Collections
     Commitment
 Commitment Percentage
 4




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Commitment Period
 Company
 Construction Loan
 Contract
 Contractual Obligation
 Credit Documents
 Default
 5




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Defaulted A, D & C Loan
        Defaulted Pre-Sale Receivable
 6




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Delinquent Pre-Sale Receivable
 Developer provided however
 Developer Agreements
 Developer Facility Documents
 Developer Loan
 Developer Supplement
 Dollars $
 Eligible A, D & C Loans
 Eligible Construction Loan
 7




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Eligible Developer
 Eligible Loan
 Eligible Pre-Sale Loan
 Eligible Pre-Sale Receivables
 Eligible Timeshare Backed Loan
 Eligible Timeshare Receivable
 Enforceability Exceptions
 Environmental Defect
 Environmental Laws
 ERISA
 Event of Default provided
 Event of Termination
 Excess Developer Advance Amount
 8




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times
 Federal Funds Effective Rate
 Federal Funds Rate Loan
 Final Collection Date
 Financial Officer
 Fitch
 Foreign Obligor Overconcentration Amount over times
 Foreign Subsidiary
 Full Recourse Obligations
 9




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GAAP
 Governmental Authority
 Guarantee provided
 Indebtedness provided
 Insolvency Event
 Interest Payment Date clause (a) provided
 10




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Interest Period
   provided
    Interval
 Issuer
 Lenders
 Liabilities
 11




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LIBO Rate
 LIBO Reserve Rate
 1.00  LIBO Reserve Requirements
 LIBO Reserve Requirements
 Lien
 Loan
 Loan Date
 Loan Portfolio
 Loan Type
 Majority Lenders
 12




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Material Adverse Effect
 Maturity Date
 Monthly Report
 Monthly Reporting Date
 Moodys
 Mortgage
 Multiple Developer Overconcentration Amount times
 Non-Excluded Taxes
 Non-US Lender
 Note
 Obligor
 Originator Resource Guide
 Other Taxes
 13




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Outstanding Balance
 Owners Association
 Owners Association Agreement
 Participant
 Permitted Lien
       14




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Permitted Modification
   Person
 Pledge Agreement
 Pledged Loans
 Pledged A, D & C Loan
 Pledged Pre-Sale Receivable
 Pledged Timeshare Backed Loan
 Pre-Sale Agreement
 Pre-Sale Loan
 Pre-Sale Receivable
 15




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Prime Rate
 Pro Rata Share of Foreign Obligor Overconcentration Amount
 Pro Rata Share of Multiple Developer Overconcentration Amount
 Pro Rata Share of Single Developer Overconcentration Amount
 Receivable
 Records
 Register
 16




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Related Security
 Required Repayment
 Requirement of Law
 ResCap
 ResCap Guaranty
 Resort
 Responsible Officer
 Right-to-Use Agreement
 SEC
 Servicing Dates
 17




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Servicing Termination Event
     Set Aside Letter provided
 Set Aside Letter Overconcentration Amount times provided, however
 18




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Settlement Date
 Settlement Period
 Single Developer Overconcentration Amount over times
 Subsidiary
 Termination Date nd
 Timeshare
 Timeshare Backed Loan
 Timeshare Upgrade
 Transferee
 US Tax Compliance Certificate
 Utilization
 Other Definitional Provisions
 19




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Loan Commitments Loans
 Procedure for Borrowings provided
 Termination or Reduction of Commitments
 20




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Prepayments
 Continuation Options
 Minimum Amounts of Borrowings
 Repayment of Loans; Limitation on Recourse; Evidence of Debt
   21




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provided however
 Section 2.21
  Interest Rates and Payment Dates
  provided
  Non-use fee provided
 22




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Computation of Interest and Fees
 Inability to Determine Interest Rate
 Pro Rata Treatment and Payments
   23




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Illegality
 Increased Costs
     24




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provided
  Taxes Non-Excluded Taxes
 25




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Non-US Lender
    US Tax Compliance
Certificate
 26




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provided
 provided
 Indemnity
    27




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28




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provided
 Notice of Amounts Payable; Relocation of Lending Office; Mandatory Assignment
 29




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provided however
 provided
 provided provided
 Release of Pledged Pre-Sale Loans and Pledged Loans
 30




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New Developers; Addition of Collateral
  31




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provided
   Required Repayments
 Payments on Settlement Dates
   32




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Financial Condition
 Existence
 Power; Authorization; Enforceable Obligations
 33




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No Legal Bar
 No Material Litigation
 Federal Regulations
 Investment Company Act
 ERISA
 No Material Misstatements
 Purpose of Loans
 Representations with Respect to Pledged Loans
 34




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Conditions to Initial Loans
 Credit Agreement
 Pledge Agreement
 Secretarys Certificate
 Legal Opinions
  Conditions to Each Loan
 Notice of Borrowing
 35




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Representations and Warranties
 No Default
    Financial Statements
   Certificates; Other Information
   Notices
 Maintenance of Existence
 36




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Compliance with Bank Facility Agreement Covenants provided
  Compliance with Bank Facility Agreement Covenants with Respect to Pledged Loans provided
 Audits provided however provided further
 Keeping of Records and Books of Account
 37




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Delivery of Notes
 Assignments of Mortgage
   Merger, Consolidation, Etc
 Limitation on Liens
 Line of Business
 Borrowing Base
  Events of Default
 38




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39




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Servicing Termination Events Servicing Duties
  40




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Appointment
 Delegation of Duties
 Exculpatory Provisions
 Reliance by Agent
 41




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Notice of Default provided provided
 Non-Reliance on Agent and Other Lenders
 Indemnification
 42




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provided
 Agent in Its Individual Capacity
 Successor Agent
  Amendments and Waivers
 43




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provided however
 Notices
 The Company:
    
    Residential Funding Company, LLCOne Meridian CrossingsMinneapolis, MN 55423Attention: BCG TreasurerTelecopy: 952-857-6960with copies to:Residential Funding Company, LLCOne Meridian CrossingsMinneapolis, MN 55423Attention: BCG Chief CounselTelecopy: 952-857-6949The Agent:
    
    GMAC LLC200 Renaissance Center
 44




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Detroit, MI 48265Attention: David Walker, Group VPTelecopy: 313-656-5401GMAC:
    
    GMAC LLC200 Renaissance CenterDetroit, MI 48265Attention: Bill Solomon, VP and General CounselTelecopy: 313-656-6124
 provided
 provided provided
 No Waiver; Cumulative Remedies
 Survival of Representations and Warranties
 Payment of Expenses and Taxes
 45




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provided
 Successors and Assigns; Participations and Assignments
 Assignee
 provided
 provided
   46




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provided
 Assignment
and Assumption
    Approved Fund
 CLO
 provided
 47




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Register
  Participant provided provided
  48




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Note
  Transferee provided
 Adjustments Benefitted Lender provided however
 49




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Counterparts
 50




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RESIDENTIAL FUNDING COMPANY, LLCBy:
    /s/ David FlavinName:
    David FlavinTitle:
    Managing Director Address:
    
    One Meridian CrossingsMinneapolis, MN 55423Taxpayer ID: 93-0891336GMAC LLC, as Agent and a Lender
 By:
    /s/ David WalkerName:
    David WalkerTitle:
    Group Vice President and Treasurer




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GMAC LLC
    
    $
    750,000,000.00
 Sch. I -1




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Eligible
Pre-Sale Receivable
           A-1




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A-2




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Eligible A, D &
C Loan
             B-1




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B-2




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B-3




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provided however provided further
     B-4




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B-5




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Eligible
Developer
      C-1




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Eligible Resort
       D-1