FIRST AMENDMENT TO THE GUARANTEE AND MASTER NETTING AGREEMENT Dated as of June 1, 2009

Exhibit 10.20

EXECUTION COPY

FIRST AMENDMENT TO THE

GUARANTEE AND MASTER NETTING AGREEMENT

Dated as of June 1, 2009

FIRST AMENDMENT TO THE GUARANTEE AND MASTER NETTING AGREEMENT (this “ Amendment ”), by and among GMAC LLC (“ GMAC ”), GMAC Investment Management LLC (“ GMAC IM ”), GMAC Mortgage, LLC (“ GMAC Mortgage ”), Residential Funding Company, LLC (“ RFC ”), Residential Capital, LLC (“ Rescap ”, together with GMAC Mortgage and RFC, the “ Rescap Parties ,” each of Rescap, GMAC Mortgage and RFC individually, a “ Rescap Party ”), Passive Asset Transactions, LLC (“ PATI ”) and RFC Asset Holdings II, LLC (“ RAHI ”).

PRELIMINARY STATEMENTS:

(1) GMAC, GMAC IM, the Rescap Parties, PATI and RAHI have entered into a Guarantee and Master Netting Agreement, dated as of March 18, 2009 (the “ Master Netting Agreement ”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Master Netting Agreement.

(2) The parties hereto have agreed to amend the Master Netting Agreement on the terms and conditions set forth herein.

For good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments to the Master Netting Agreement . The Master Netting Agreement is, effective as of the date hereof, hereby amended as follows:

(a) The definition of “Settlement-Only Obligation” in Section 1(b) of the Master Netting Agreement is hereby amended and restated in full to read as follows:

“ Settlement-Only Obligation means (x) an Obligation to deliver securities or to transfer funds therefor under Section 5 of the “Master Forward Agreement” described on Exhibit A , or (y) any Obligation under the “$430MM Facility,” the “MSR Facility” or the “$370MM Facility” described on Exhibit A .”

(b) Section 10 of the Master Netting Agreement is hereby amended and restated in full to read as follows:

“ Restriction on Liens . Each Rescap Party hereby agrees that it shall not grant any lien or security interest in its rights under this Agreement other than (a) the lien created pursuant to the Omnibus Pledge and Security Agreement and Irrevocable Proxy, dated as of March 18, 2009 (as amended, supplemented, restated or otherwise modified from time to time, the “ Omnibus Security Agreement ”), by and among RFC Asset Holdings II, LLC, Passive Asset Transactions, LLC and certain of their Affiliates from time to time party thereto, as grantors, GMAC IM, as secured party, and GMAC LLC, as omnibus agent, as lender agent, as lender and as secured party, (b) liens created pursuant to the other “Derivative Agreements,” as such term is defined in the Omnibus Security Agreement, (c) the lien created pursuant to the Pledge and

Security Agreement and Irrevocable Proxy, dated as of June 1, 2009, between RAHI, PATI and certain of their Affiliates from time to time party thereto, as grantors, and GMAC LLC, as secured party (as amended or modified from time to time, the “ Fourth Security Agreement ”) and (d) any lien for taxes or assessments or other governmental charges or levies not then due and payable (or which, if due and payable, are being contested in good faith either with the third party to whom such taxes are owed or the third party obligated to pay such taxes and for which adequate reserves are being maintained, to the extent required by generally accepted accounting principles, and such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such lien).

(c) Exhibit A to the Master Netting Agreement is hereby amended by inserting the following at the end thereof:

“ $370MM Facility :

Credit Agreement, dated as of June 1, 2009, by and among Passive Asset Transactions, LLC and RFC Asset Holdings II, LLC, as borrowers, Residential Funding Company, LLC, GMAC Mortgage, LLC and Residential Capital, LLC, as guarantors, GMAC LLC, as initial lender and as credit agent and omnibus agent, and certain other financial institutions and persons from time to time party thereto as lenders, as such agreement may be amended, supplemented, restated or otherwise modified from time to time.”

SECTION 2. Effectiveness . This Amendment and the provisions contained herein shall become effective as of the date first above written.

SECTION 3. Reference to and Effect on the Loan Documents . (a) On and after the effectiveness of this Amendment, each reference in the Master Netting Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Master Netting Agreement, and each reference in the Underlying Master Agreements or the Security Documents to “the Guarantee and Master Netting Agreement,” “thereunder,” “thereof” or words of like import referring to the Master Netting Agreement, shall mean and be a reference to the Master Netting Agreement, as amended by this Amendment.

(b) The Master Netting Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

SECTION 4. Notice . Each party hereto hereby acknowledges timely notice of the execution of this Amendment and of the transactions and amendments contemplated hereby. Each party hereto hereby waives any notice requirement contained in the Master Netting Agreement, Underlying Master Agreements or the Security Documents with respect to the execution of this Amendment.

SECTION 5. Consent to Security Interest . Each of the parties hereto hereby consent to the creation and existence of the security interests in the Collateral created by the Fourth Security Agreement.

SECTION 6. Execution in Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier sh