**Exhibit 10.11**CONFORMED COPYPLEDGE AGREEMENT     THISPLEDGE AGREEMENT (this “Agreement”) dated as of February 21, 2008 is amongRESIDENTIAL FUNDING COMPANY, LLC, a Delaware limited liability company (the “Pledgor”) andGMAC LLC, as Agent (“the Agent” or the “Secured Party”).WITNESSETH:     WHEREAS, the Pledgor, the Lenders from time to time party thereto and the Agent entered into aCredit Agreement dated as of the date hereof (as amended or otherwise modified from time to time,the “Credit Agreement”) pursuant to which the Pledgor agreed to borrow, and GMAC agreed tolend, up to $750,000,000; and     WHEREAS, the Pledgor has issued, and may issue from time to time promissory notes, (as amendedor otherwise modified from time to time, the “Notes”) to the Lenders with a maximumprincipal amount of $750,000,000;     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:     1. Definitions. When used herein, (a) the capitalized terms used but not definedherein have the meanings assigned to such terms in the Credit Agreement and (b) the following termshave the following meanings (such meanings to be applicable to both the singular and plural formsof such terms):     Collateral- see Section 2.     Issuer means RFC Resort Funding, LLC, a Delaware limited liability company.     Liabilities means all obligations (monetary or otherwise) of the Pledgor underthe Credit Documents howsoever created, arising or evidenced, whether direct or indirect,absolute or contingent, now or hereafter existing, or due or to become due.     PledgedMembership Interests - see Section 2A.     2. Pledge. As security for the payment of the Liabilities, the Pledgor herebycollaterally assigns and pledges to the Secured Party, and grants to the Secured Party, acontinuing security interest in, all of the following:     A. All of the membership or other ownership interests in the Issuer, all other rightsto acquire membership or other ownership interests in the Issuer, at any time or from timeto time acquired by the Pledgor, any certificates representing any of the foregoing(including those in the Issuer as shown on Schedule I hereto), and all investmentproperty in respect of such interests, including, without limitation, the Pledgor’s interestin (or allocation of) the profits, losses, income, gains, deductions, credits or similaritems of the Issuer and the right to receive distributions of the Issuer’s
 

 
cash, other property, assets and all options and warrants for the purchase ofmembership interests, whether now existing or hereafter arising, whether arising under theterms of the certificates of formation, the limited liability company agreements or any ofthe other organizational documents of the Issuer, or at law or in equity, or otherwise andany and all of the proceeds thereof (all of said membership interests, and certificatesbeing hereinafter collectively referred to as the “Pledged Membership Interests”)delivered to the Secured Party in connection herewith, and all distributions, cash,instruments, investment property and other property from time to time received, receivableor otherwise distributed in respect of, or in exchange for, any or all of the PledgedMembership Interests;     B. Any additional membership or ownership interests and other rights to acquiremembership or other ownership interests in the Issuer, described from time to time owned oracquired by the Pledgor in any manner, any certificates representing the foregoing interests(any such additional interests constitute part of the Pledged Membership Interests, and theSecured Party is irrevocably authorized to unilaterally amend Schedule I to reflectsuch additional interests), and all options, warrants, distributions, investment property,cash, instruments and other rights and options from time to time received, receivable orotherwise distributed in respect of or in exchange for any or all of such interests (itbeing agreed that the Pledgor shall promptly thereafter deliver to the Secured Party acertificate duly executed by the Pledgor describing such percentage interests, certificates,units or options and certifying that the same have been duly pledged hereunder);     C. All of the Pledgor’s right, title and interest in the loans listed on Schedule IIhereto, as such Schedule II may be amended from time to time (the “Pledged Loans”)and the Related Security, and all of its interests in obligations of guarantors that haveguaranteed the repayment of the Pledged Loans;     D. All of the Pledgor’s right, title and interest in the Collections;     E. All other property hereafter delivered to the Secured Party in substitution for orin addition to any of the foregoing, all certificates and instruments representing orevidencing such property, and all cash, securities, interest, dividends, distributions,rights and other property at any time and from time to time received, receivable orotherwise distributed in respect of or in exchange for any or all thereof; and     F. All products and proceeds of all of the foregoing.All of the foregoing are herein collectively called the “Collateral”.     The Pledgor agrees to deliver to the Secured Party, promptly upon receipt and in due form fortransfer (i.e., endorsed in blank or accompanied by stock or bond powers executed inblank), any Collateral (other than payments which the Pledgor is entitled to receive and retainpursuant to Section 5 hereof) which may at any time or from time to time be in or come intothe possession or control of the Pledgor; and prior to the delivery thereof to the Secured Party,such
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Collateral shall be held by the Pledgor separate and apart from its other property and inexpress trust for the Secured Party.     3. Warranties; Further Assurances. The Pledgor warrants to the Secured Party for thebenefit of each holder of Liabilities, that:     (a) the Pledgor is (or at the time of any future delivery, pledge, assignment or transferthereof will be) the legal and equitable owner of the Collateral, and such Collateral is free andclear of all liens, security interests and encumbrances of every description whatsoever other thanthe security interest created hereunder;     (b) all membership interests referred to in Schedule I hereto are duly authorized,validly issued, fully paid and non-assessable;     (c) the Issuer (i) has not provided in its operative documents that its equity interests aregoverned by Article 8 of the Uniform Commercial Code, (ii) has no equity securities dealt in ortraded on securities exchanges or markets and (iii) is not an investment company;     (d) Security Interest in Collateral.     (i) This Agreement creates a valid and continuing security interest (as defined in theUCC) in the Collateral and the proceeds thereof in favor of the Secured Party which securityinterest, upon the filing of a financing statement is, in the case of existing Collateraland the proceeds thereof, enforceable upon execution of this Agreement, as such as againstcreditors of the purchasers from the Pledgor accordance with its terms, expect as suchenforceability may be limited by the Enforceability Exceptions;     (ii) The Pledged Loans constitutes accounts, chattel paper, instruments or generalintangibles within the meaning of the UCC;     (iii) On the date of each Loan, the Pledgor owns good and marketable title to, or has avalid security interest in, the Collateral free of any liens other than liens createdpursuant the terms of this Agreement and Permitted Liens, immediately prior to the date ofthe Loan on which such Collateral becomes subject to this Agreement;     (iv) The Pledgor has caused the filing of all appropriate financing statements in theproper filing offices in the appropriate jurisdictions under applicable law in order toperfect the security interest in the Collateral that can be perfected by filing a financingstatement granted to the Secured Party hereunder; and     (v) Other than the security interest granted to the Secured Party pursuant to thisAgreement or any other Permitted Lien, the Pledgor has not pledged, assigned, sold, granteda security interest in, or otherwise conveyed any of the Collateral. The Pledgor has notauthorized the filing of and is not aware of any mortgage, deed of trust, financingstatement or other instrument similar in effect against the Pledgor, the Originator or anyDeveloper that include a description of collateral covering the Collateral other than anyfiling (i) relating to the security interest granted to the Secured Party hereunder, (ii)that has been terminated or (iv) constitutes a Permitted Lien.
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     (e) The chief place of business and chief executive office of the Pledgor are located at theaddress of the Pledgor referred to in Section 9.2 of the Credit Agreement and the Pledgorhas been organized under the laws of the State of Delaware; and there are no, and during the pastfour months there have not been any, other jurisdictions where the Pledgor has been organized. Thelocations of the offices where the Pledgor keeps all the Records are in Minneapolis, Minnesota andPhoenix, Arizona.     (f) The Pledgor has trade names, fictitious names, assumed names or “doing business as” names.     (g) The Pledgor is solvent and will not be rendered insolvent by the transactions contemplatedby the Credit Documents and, after giving effect to such transactions, the Pledgor will not be leftwith an unreasonably small capital for the business in which it is engaged for any business ortransaction in which it is about to engage, the Pledgor has not intended to incur, or believe thatis has incurred, debts beyond its ability to pay such debts as they mature, and the Company doesnot contemplate the commencement of insolvency, bankruptcy, liquidation or other proceedings forthe appointment of a receiver, liquidator, conservator trustee or similar official in respect ofthe Pledgor or any of its assets.     (h) The information set forth on Schedules I and II are true and correct withrespect to each Pledged Membership Interest and Pledged Loan, respectively described therein.     (i) The Pledgor does not have knowledge of any discharge, spill, uncontrolled loss or seepageof any Contaminant onto the property comprising or adjoining any location of a Resort or any othercondition at any Resort which reasonably be expected could lead to (i) any environmental liabilityfor the Pledgor or any Affiliate of Pledgor (ii) material environmental liability for any owner ofany Resort or (iii) the imposition of a Lien (other than a Permitted Lien) on a Resort or Timeshareunder any Environmental Law.     (j) The Pledgor shall mark within 120 days of receipt thereof, the portions of the computerfiles relating to the Pledged Loans in possession by, or on behalf of the Pledgor and subject tothis Agreement to be clearly and unambiguously marked to indicate that each such Pledged Loansconstitutes part of the Collateral. Such marking shall be in a form which can be readilydeciphered by an Person reading such computer files.     So long as any of the Liabilities (other than contingent indemnification obligations withrespect to which no claim has been made) shall be outstanding, the Pledgor:          (i) shall not, without the prior written consent of the Secured Party, sell, assign,exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right topurchase the equity interests of the Issuer or any notes which are pledged hereunder orotherwise diminish or impair any of its rights in, to or under any of the Collateral;          (ii) shall cause to be filed, and hereby authorizes the Secured Party to file, such UniformCommercial Code financing statements and other documents (and pay the costs of filing andrecording or re-filing and re-recording the same in all public offices reasonably deemednecessary or appropriate by the Secured Party) and do such other acts and
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things, all as the Secured Party may from time to time reasonably request, to establish andmaintain a valid, perfected security interest in the Collateral (free of all other liens, claimsand rights of third parties, other than Permitted Liens) to secure the performance and paymentof the Liabilities;          (iii) shall execute and deliver to the Secured Party such stock or bond powers and similardocuments relating to the Collateral, reasonably satisfactory in form and substance to theSecured Party, as the Secured Party may reasonably request; and          (iv) shall furnish the Secured Party or any holder of any Liabilities such informationconcerning the Collateral as the Secured Party or such holder may from time to time reasonablyrequest, and shall permit the Secured Party or any holder of any Liabilities or any designee ofthe Secured Party or such holder, from time to time at reasonable times and on reasonable notice(or at any time without notice at any time that an Event of Default has occurred and iscontinuing), to inspect, audit and make copies of and extracts from all records and all otherpapers in the possession of the Pledgor which pertain to the Collateral.     4. Holding in Name of Secured Party, etc. The Secured Party may from time to timeafter the occurrence and during the continuance of an Event of Default, without notice to thePledgor, take all or any of the following actions, subject, in each case, to the rights of the Bank Facility Agent under the Bank Facility Agreement and the Subordination Agreement: (a) transfer allor any part of the Collateral into the name of the Secured Party or any nominee or sub-agent forthe Secured Party, with or without disclosing that such Collateral is subject to the lien andsecurity interest hereunder, (b) appoint one or more sub-agents or nominees for the purpose ofretaining physical possession of the Collateral, (c) notify the parties obligated on any of theCollateral to make payment to the Secured Party of any amounts due or to become due thereunder, (d)endorse any checks, drafts or other writings in the name of the Pledgor to allow collection of theCollateral, (e) enforce collection of any of the Collateral by suit or otherwise, and surrender,release or exchange all or any part thereof, or compromise or renew for any period (whether or notlonger than the original period) any obligations of any nature of any party with respect theretoand (f) take control of any proceeds of the Collateral.     5. Voting Rights, Dividends and Payments, etc. (a) Notwithstanding certainprovisions of Section 4 hereof, so long as the Secured Party has not given the noticereferred to in subsection (b) below:     A. The Pledgor shall be entitled to exercise any and all voting, membership orconsensual rights and powers and purchase, contribution or subscription rights relating orpertaining to the Collateral or any part thereof for any purpose that is not in violation ofthis Agreement or the Credit Agreement.     B. The Pledgor shall be entitled to receive and retain any and all lawful dividends,payments of principal, interest and other cash payments payable in respect of the Collateralwhich are paid in cash by the Issuer if such dividends, interest and other cash payments arepermitted by the Credit Agreement, but all dividends and distributions in respect of theCollateral or any part thereof made in shares of stock or securities or
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other property or representing any return of capital, whether resulting from asubdivision, combination or reclassification of Collateral or any part thereof or receivedin exchange for Collateral or any part thereof or as a result of any merger, consolidation,acquisition or other exchange of assets to which the Issuer may be a party or otherwise oras a result of any exercise of any stock purchase or subscription right, shall be and becomepart of the Collateral hereunder and, if received by the Pledgor, shall be forthwithdelivered to the Secured Party in due form for transfer (i.e., endorsed in blank oraccompanied by stock or bond powers executed in blank) to be held for the purposes of thisAgreement.     C. The Secured Party shall execute and deliver, or cause to be executed and delivered,to the Pledgor, all such proxies, powers of attorney, dividend orders and other instrumentsas the Pledgor may request for the purpose of enabling the Pledgor to exercise the rightsand powers which it is entitled to exercise pursuant to clause (A) above and toreceive the dividends, interest and payments which it is authorized to retain pursuant toclause (B) above.     (b) Upon notice from the Secured Party to the Pledgor during the existence of an Event ofDefault, and so long as the same shall be continuing, all rights and powers which the Pledgor areentitled to exercise pursuant to Section 5(a)(A) hereof, and all rights of the Pledgor toreceive and retain dividends, interest and payments pursuant to Section 5(a)(B) hereof,shall forthwith cease, and all such rights and powers shall thereupon become vested in the SecuredParty, which shall have, during the continuance of such Event of Default, the sole and exclusiveauthority to exercise such rights and powers and to receive such dividends, interest and payments.Any and all money and other property paid over to or received by the Secured Party pursuant to thissubsection (b) shall be retained by the Secured Party as additional Collateral hereunderand applied in accordance with the provisions hereof and of the other Credit Documents.     6. Remedies. Whenever an Event of Default shall have occurred and be continuing, theSecured Party may exercise from time to time any rights and remedies available to it under theUniform Commercial Code as in effect in New York or otherwise available to it. Without limitingthe foregoing, whenever an Event of Default shall have occurred and be continuing the SecuredParty (a) may, to the fullest extent permitted by applicable law but subject to the rights of theBank Facility Agent under the Bank Facility Agreement and the Subordination Agreement, withoutnotice, advertisement, hearing or process of law of any kind, (i) sell any or all of theCollateral, free of all rights and claims of the Pledgor therein and thereto, at any public orprivate sale or brokers’ board and (ii) bid for and purchase any or all of the Collateral at anysuch public sale and (b) shall have the right, for and in the name, place and stead of the Pledgor,to execute endorsements, assignments, stock powers and other instruments of conveyance or transferwith respect to all or any of the Collateral. The Pledgor hereby expressly waives, to the fullestextent permitted by applicable law, any and all notices, advertisements, hearings or process of lawin connection with the exercise by the Secured Party of any of its rights and remedies during thecontinuance of an Event of Default. Any notification of intended disposition of any of theCollateral shall be deemed reasonably and properly given if given at least ten days before suchdisposition. Any proceeds of any of the Collateral may be applied by the Secured Party to thepayment of expenses in connection with the Collateral, including, without limitation, reasonablefees and disbursements of counsel, and any balance of such proceeds shall be applied
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by the Secured Party toward the payment of such of the Liabilities, and in such order ofapplication, as the Secured Party may from time to time elect (and, after payment in full of allLiabilities, any excess shall be delivered to the Pledgor or as a court of competent jurisdictionshall direct).     The Secured Party is hereby authorized to comply with any limitation or restriction inconnection with any sale of Collateral as it may be advised by counsel is necessary in order to (a)avoid any violation of applicable law (including, without limitation, compliance with suchprocedures as may restrict the number of prospective bidders and purchasers and/or further restrictsuch prospective bidders or purchasers to persons or entities who will represent and agree thatthey are purchasing for their own account for investment and not with a view to the distribution orresale of such Collateral) or (b) obtain any required approval of the sale or of the purchase byany governmental regulatory authority or official, and the Pledgor agrees that such complianceshall not result in such sale being considered or deemed not to have been made in a commerciallyreasonable manner and that the Secured Party shall not be liable or accountable to the Pledgor forany discount allowed by reason of the fact that such Collateral is sold in compliance with any suchlimitation or restriction.     7. General. The Secured Party shall be deemed to have exercised reasonable care inthe custody and preservation of the Collateral if it takes such action for that purpose as thePledgor shall request in writing, but failure of the Secured Party to comply with any such requestshall not of itself be deemed a failure to exercise reasonable care, and no failure of the SecuredParty to preserve or protect any rights with respect to the Collateral against prior parties, or todo any act with respect to preservation of the Collateral not so requested by the Pledgor, shall bedeemed a failure to exercise reasonable care in the custody or preservation of any Collateral.     No delay on the part of the Secured Party in exercising any right, power or remedy shalloperate as a waiver thereof, and no single or partial exercise of any such right, power or remedyshall preclude any other or further exercise thereof, or the exercise of any other right, power orremedy. No amendment, modification or waiver of, or consent with respect to, any provision of thisAgreement shall be effective unless the same shall be in writing and signed and delivered by theSecured Party, and then such amendment, modification, waiver or consent shall be effective only inthe specific instance and for the specific purpose for which given.     All obligations of the Pledgor and all rights, powers and remedies of the Secured Party andthe holders of Liabilities expressed herein are in addition to all other rights, powers andremedies possessed by them, including, without limitation, those provided by applicable law or inany other written instrument or agreement relating to any of the Liabilities or any securitytherefor.     Upon payment in full in cash of all Liabilities (other than contingent indemnificationobligations with respect to which no claim has been made), the security interest of the SecuredParty hereunder shall terminate, and the Pledgor shall be entitled to the return, upon its requestand at its expense, of such of the Collateral held by the Secured Party as shall not have been soldor otherwise applied pursuant to the terms hereof and the Secured Party will, at the Pledgor’sexpense, execute and deliver (without representation or recourse whatsoever) to the Pledgor suchother documents as the Pledgor may reasonably request to evidence such termination. In
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connection with any sales of assets permitted under the Credit Agreement, and providedadequate provision is made for the application of the proceeds thereof in a manner consistent withthe requirements of the Credit Agreement, the Secured Party will release and terminate the liensand security interests granted under this Security Agreement with respect to such assets.     THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OFNEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPALS THEREOF (OTHER THAN SECTION 5-1401 OF THENEW YORK GENERAL OBLIGATIONS LAW). Wherever possible each provision of this Agreement shall beinterpreted in such manner as to be effective and valid under applicable law, but if any provisionof this Agreement shall be prohibited by or invalid under such law, such provision shall beineffective to the extent of such prohibition or invalidity, without invalidating the remainder ofsuch provision or the remaining provisions of this Agreement.     All notices hereunder shall be in writing (including facsimile transmission) and shall be sentto the applicable party at, in the case of the Pledgor, the address set forth for the Pledgor inSection 9.2 of the Credit Agreement and, in the case of the Secured Party, the Secured Party’saddress set forth in Section 9.2 of the Credit Agreement. Notices sent by facsimile transmissionshall be deemed to have been given when sent with confirmation of receipt; notices sent by mailshall be deemed to have been given five Business Days after the date when sent by registered orcertified mail, postage prepaid; and notices sent by hand delivery or overnight courier shall bedeemed to have been given when received.     This Agreement shall be binding upon the Pledgor and the Secured Party and their respectivesuccessors and assigns, and shall inure to the benefit of the Pledgor and the Secured Party and thesuccessors and permitted assigns of the Secured Party.     This Agreement may be executed in any number of counterparts and by the different partieshereto on separate counterparts, and each such counterpart shall be deemed an original but all suchcounterparts shall together constitute but one and the same Agreement. At any time after the datehereof, one or more additional Persons may become parties hereto by executing and delivering to theSecured Party a counterpart of this Agreement together with a supplement to Schedules I andII hereto setting forth all relevant information with respect to such Person as of the date ofsuch delivery. Immediately upon such execution and delivery (and without any further action), eachsuch additional Person will become a party to, and will be bound by the terms of, this Agreement.     **ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT ORANY OTHER CREDIT DOCUMENT, MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK ORIN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. THE PLEDGOR HEREBYEXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OFTHE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCHLITIGATION AS SET FORTH ABOVE. THE PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESSBY REGISTERED MAIL, POSTAGE**
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**PREPAID, TO THE ADDRESS OF THE COMPANY SPECIFIED IN SECTION 9.2 OF THE CREDIT AGREEMENT, OR BYPERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE PLEDGOR HEREBY EXPRESSLY ANDIRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW ORHEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TOABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.**     **EACH OF THE PLEDGOR, THE SECURED PARTY AND (BY ACCEPTING THE BENEFITS HEREOF) EACH HOLDER OFLIABILITIES HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE ORDEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND ANY AMENDMENT, INSTRUMENT,DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH ORTHEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, ANDAGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.**
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     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the day and yearfirst written above.         RESIDENTIAL FUNDING COMPANY, LLC, as Pledgor           By: /s/ David Flavin     Title: Managing Director           GMAC LLC, as Secured Party           By: /s/ David Walker            Title: Group Vice President and Treasurer          
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SCHEDULE I