SECOND AMENDMENT To Credit Agreement Dated as of June 30, 2009 by and among

Exhibit 10.33

EXECUTION COPY

SECOND AMENDMENT

To Credit Agreement

Dated as of June 30, 2009

by and among

PASSIVE ASSET TRANSACTIONS, LLC,

as Borrower,

RFC ASSET HOLDINGS II, LLC,

as Borrower,

RESIDENTIAL FUNDING COMPANY, LLC,

as Guarantor,

GMAC MORTGAGE, LLC,

as Guarantor,

RESIDENTIAL CAPITAL, LLC

as Guarantor,

Certain Affiliates of the Borrowers and Guarantors

party hereto as Obligors,

GMAC LLC,

as Initial Lender and as Credit Agent and as Omnibus Agent

and

Certain Other Financial Institutions and Persons from

time to time party hereto as Lenders

This SECOND AMENDMENT (this “ Agreement ”), dated as of June 30, 2009 (the “ Amendment Effective Date ”), is by and among Passive Asset Transactions, LLC, a Delaware limited liability company (“ PATI ”), RFC Asset Holdings II, LLC, a Delaware limited liability company (“ RAHI ” and, together with PATI, each a “ Borrower ” and collectively, the “ Borrowers ”), Residential Funding Company, LLC, a Delaware limited liability company (“ RFC ”), Residential Capital, LLC, a Delaware limited liability company (“ ResCap ”), GMAC Mortgage, LLC, a Delaware limited liability company (“ GMAC Mortgage ”, and together with RFC and ResCap, each a “ Guarantor ” and collectively, the “ Guarantors ”), the various other parties signatory hereto as obligors (the “ Obligors ”), GMAC LLC, a Delaware limited liability company (“GMAC”), as the initial lender (in such capacity, the “ Initial Lender ”), the financial institutions and other Persons that are or may from time to time become parties hereto as Lenders (together with the Initial Lender and their respective successors and assigns, each a “ Lender ” and collectively, the “ Lenders ”), GMAC, as agent for the Lenders (together with its successors and assigns in such capacity, the “ Credit Agent ”), and GMAC, as Omnibus Agent (together with its successors and assigns in such capacity, the “ Omnibus Agent ”) under the Omnibus Security Agreement (as defined in the Credit Agreement).

Reference is hereby made to the Credit Agreement, dated as of June 1, 2009, among the Borrowers, the Guarantors, the Lenders, the Credit Agent and the Omnibus Agent (as amended and modified through the date hereof, the “ Credit Agreement ”).

RECITALS

1. Each of the parties hereto is a party to the Credit Agreement.

2. The parties hereto desire to make certain amendments to the Credit Agreement.

3. Each of the parties hereto, by its signature hereto, hereby acknowledges, consents and agrees to the matters set forth herein.

4. In consideration of the premises and mutual agreements herein contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINED TERMS

SECTION 1.1 Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Credit Agreement.

Second Amendment

to Credit Agreement

ARTICLE II

AMENDMENTS TO THE CREDIT AGREEMENT

SECTION 2.1 Amendments to the Credit Agreement . Each of the parties hereto hereby consents and agrees that the Credit Agreement shall be amended as of the Amendment Effective Date as follows:

(a) Section 2.03(a) of the Credit Agreement is hereby amended by inserting the following sentence at the end thereof:

“With respect to the Borrowing Funding Request delivered on any day and Loans to be made on the next Business Day, (a) the estimate of Unrestricted ResCap Liquidity and Consolidated Liquidity on the proposed Funding Date shall include funds permitted to be withdrawn by an Obligor from the Collection Accounts (other than the European SPV Accounts and the European Hedging Accounts) on such Funding Date, and (b) the Borrowing Base on which such Borrowing Funding Request is based shall exclude such funds permitted to be withdrawn.”

(b) Section 2.03(b) of the Credit Agreement is hereby amended and restated as follows:

“If the Borrowers determine in good faith on any Business Day that (i) their estimate of Unrestricted ResCap Liquidity or Consolidated Liquidity is incorrect or (ii) that ResCap has insufficient liquidity to fund any Advances on the Monthly Servicing Advance Date, the Borrowers may deliver a written request that the Lenders fund Loans on such Business Day and a Borrowing Base Report including a Borrowing Base as of such Business Day. The Lenders may, in their sole discretion, agree to such request, but it is understood and agreed they are not required to do so. In the event that any Lender deposits the proceeds of its Loans prior to the time requested in the Borrowers’ request, such deposit shall be deemed a waiver by such Lender of any notice requirements with respect to such Loan under this Agreement. With respect to any calculation of the Borrowing Base on the Monthly Servicing Advance Date, the Borrowers may include in the calculation of the Collateral Value of the GSAP Class A-1 Preference Shares and the GSAP Class A-2 Preference Shares, to the extent otherwise permitted by the definition of Preference Share Value under Schedule 2.04, GSAP Advances that made and sold or contributed to the GSAP Issuer on such Monthly Servicing Advance Date; provided that, with respect to each calculation of the Borrowing Base on such date, the Borrowers shall have provided the Credit Agent with a certification as to the aggregate amount of such GSAP Advances. The Borrowers covenant and agree that the aggregate amount of actual GSAP Advances made on the Monthly Servicing Advance Date shall equal or exceed the amount of GSAP Advances stated in the certification provided to the Credit Agent on such date.”

(c) Section 2.08(c) of the Credit Agreement is hereby amended by deleting the references to “11:00 a.m.” therein and replacing them with “3:00 p.m.”

(d) Section 7.01 of the Credit Agreement is hereby amended by inserting a new clause (y) thereto as follows:

“(y) REO Property . With respect to any Collateral consisting of REO Property, the Obligors will obtain a broker price opinion every ninety (90) days to the extent required under the Servicing Guidelines for so long as such Collateral is retained.”

(e) Section 7.02(r) of the Credit Agreement is hereby amended and restated as follows:

“(r) agree to amend, modify or waive any provision of any Underlying Document (including, without limitation, any temporary increase in any facility limit with respect to the First Savings Repurchase Agreement or related documents that would result in the aggregate amounts purchased and advanced thereunder to exceed 60 million) or the organizational documents of the GSAP Preferred Share SPVs without the written consent of the Credit Agent.”

(f) The phrase “European Hedging Account” found throughout the Credit Agreement is hereby amended by adding an “s” at the end of such the phrase.

SECTION 2.2 Amendments to Schedule 1.01 to the Credit Agreement . Each of the parties hereto hereby consents and agrees that Schedule 1.01 to the Credit Agreement shall be amended as of the Amendment Effective Date as follows:

(a) Clause (iii) of the definition of “Applicable Deposit Date” is hereby amended and restated as follows:

“(iv) in the case of any Collateral Disposition Proceeds relating to U.S. residential REO Property: (a) the day such funds are received if such Collateral Disposition Proceeds exceed $100,000,000 or (b) five (5) Business Days after receipt of such funds; provided , however , that if a Collateral Disposition of less than $100,000,000 has occurred within the first nine (9) Business Days of a month, the earlier of (x) five (5) Business Days after ResCap Treasury has actual knowledge of the receipt of the related fund or (y) the date the Collateral Value Report is required to be delivered in the following calendar month.

(b) A new clause (iv) is hereby inserted in the definition of “Applicable Deposit Date” as follows:

“in the case of any Collateral Disposition Proceeds or other Collections relating to an Asset (except to the extent described in clause (i), (ii) or (iii) above), (a) the day such funds are received by an Obligor if such Collateral Disposition Proceeds or other Collections exceed $100,000,000 or (b) in all other cases, three Business Days after such funds are received by an Obligor;”

(c) The definition of “Approved Additional Collateral” is hereby amended and restated as follows:

“ Approved Additional Collateral ” means (a) Eligible Assets consisting of US Mortgage Loans, (b) Eligible Assets consisting of Incremental Advances, (c) Eligible Assets consisting of an increase in the aggregate outstanding principal balance of a European Note in accordance with the terms of the European Security Documents, (d) Eligible Assets consisting of an increase in the Carrying Value of RFC’s Equity Interest in Equity Investment I due to its acquisition of

Supporting Assets, (e) Eligible Assets consisting of an increase in the Carrying Value of an Equity Interest in an REO Subsidiary due to the REO Subsidiary’s acquisition of REO Properties, and (f) any other Eligible Assets which have been identified as Eligible Assets in a Collateral Addition Designation Notice.

(d) The definition of “Asset” is hereby amended and restated as follows:

“ Asset ” means (i) a Mortgage Loan, (ii) a Financial Asset Backed Security, (iii) an Eligible Warehouse Loan or a increase in the Collateral Value thereof, (iv) a Flume No. 8 Note or an increase in the Carrying Value thereof due to Flume No. 8 SPE’s acquisition of Supporting Assets, (v) the GSAP Class A-1 Preference Shares and the GSAP Class A-2 Preference Shares, (vi) an Equity Interest in a Financing SPV or an increase in the Carrying Value thereof due to its acquisition of Supporting Assets, (vii) an Equity Interest in a REO Subsidiary or an increase in the Carrying Value thereof due to its acquisition of REO Properties, (viii) a GX II Note or an increase in the Carrying Value thereof due to GX II SPE’s acquisition of Supporting Assets, (ix) RFC’s equity interest in Equity Investment I or an increase in the Carrying Value thereof due to its acquisition of Supporting Assets, or (x) any other asset identified as an Asset in a Collateral Addition Designation Notice.

(e) The definition of “Eligible Asset” is hereby amended and restated as follows:

“ Eligible Asset ” means an Asset which satisfies the following criteria:

(a) such Asset (i) is an Incremental Advance, (ii) is an increase in the aggregate outstanding principal balance of a European Note in accordance with the terms of the applicable European Security Documents with the consent of the Credit Agent in its sole discretion in an effective Collateral Addition Designation Notice, (iii) RFC’s Equity Interest in Equity Investment I and, with the consent of the Credit Agent in its sole discretion in an effective Collateral Addition Designation Notice, an increase in the Carrying Value of such equity interest due to its acquisition of Supporting Assets, (iv) an Equity Interest in an REO Subsidiary, an increase in the Carrying Value of such Equity Interest due to the REO Subsidiary’s acquisition of LOC REO Properties , and, with the consent of the Credit Agent in its sole discretion in an effective Collateral Addition Designation Notice, an increase in the Carrying Value of such Equity Interest due to the REO Subsidiary’s acquisition of other REO Properties, (v) is a US Mortgage Loan listed on a Mortgage Schedule in accordance with Section 7.01(w) and designated as an Eligible Asset in an effective Collateral Addition Designation Notice, or (v) is otherwise specified as an Eligible Asset with the consent of the Credit Agent in its sole discretion in an effective Collateral Addition Designation Notice;

(b) such Asset is owned by a Borrower or a Guarantor; and

(c) such Asset satisfies the Eligibility Requirements.

(f) The definition of “First Savings Mortgage Loan” is hereby amended and restated to read as follows:

“ First Savings Mortgage Loan ” means any mortgage loan or other loan or asset subject to the First Savings Repurchase Agreement.

(g) The definition of “First Savings Repurchase Agreement” is hereby amended and restated to read as follows:

“ First Savings Repurchase Agreement ” means the Master Repurchase Agreement dated as of July 1, 2009 between RFC and First Savings Mortgage Corporation, as the same may be amended, supplemented, restated, replaced or otherwise modified from time to time.

(h) The definition of “Loan Repayment Date” is hereby amended by deleting the reference to “June 30, 2009” and replacing it with “July 31, 2009”.

(i) The definition of “Transfer” is hereby amended and restated as follows:

“ Transfer ” means any sale, securitization, financing, exchange, cr