AMENDMENT NO. 11 TO THE LOAN AND SECURITY AGREEMENT Dated as of June 30, 2009

Exhibit 10.38

EXECUTION COPY

AMENDMENT NO. 11 TO THE

LOAN AND SECURITY AGREEMENT

Dated as of June 30, 2009

THIS AMENDMENT NO. 11 TO THE LOAN AND SECURITY AGREEMENT (this “ Amendment ”) is by and among Residential Funding Company, LLC, a Delaware limited liability company, as borrower (“ RFC ”), GMAC Mortgage, LLC, a Delaware limited liability company, as borrower (“ GMAC Mortgage ” and together with RFC, each a “ Borrower ” and collectively, the “ Borrowers ”), Residential Capital, LLC, a Delaware limited liability company, as guarantor (the “ Guarantor ”), and GMAC LLC, a Delaware limited liability company, as lender (the “ Lender ”).

Reference is hereby made to the Loan and Security Agreement, dated as of April 18, 2008, among the Borrowers and the Lender (as amended and modified through the date hereof, the “ Loan and Security Agreement ”) and the Guarantee, dated as of April 18, 2008, executed by the Guarantor in favor of the Lender in connection with the Loan and Security Agreement (as amended and modified through the date hereof, the “ Guarantee ”).

RECITALS

1. Each of the parties hereto is a party to the Loan and Security Agreement.

2. The parties hereto desire to make certain amendments to the Loan and Security 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:

SECTION 1. Definitions . Capitalized terms used herein and not otherwise defined in this Amendment shall have the meaning set forth in the Loan and Security Agreement.

SECTION 2. Amendments to the Loan and Security Agreement . Each of the parties hereto hereby consents and agrees that the Loan and Security Agreement shall be amended as of the date hereof as follows:

(a) The definition of “ Loan Repayment Date ” in the Loan and Security Agreement is hereby amended by deleting the phrase “June 30, 2009” where it appears therein and replacing it with “July 31, 2009”.

SECTION 3. Effectiveness .

(a) This Amendment and the provisions contained herein shall become effective as of the date first above written.

(b) The Borrowers covenant and agree to deliver or cause to be delivered (i) opinions of counsel to the Borrowers and the Guarantor with respect to the transactions contemplated hereby, which opinions shall be in form and substance satisfactory to the Lender, on or before July 8, 2009 and (ii) such other documents, including but not limited to the Borrowers’ and Guarantor’s board resolutions approving this Agreement, as the Lender may reasonably request, which documents will be in form and substance satisfactory to the Lender, on or before July 15, 2009. The Borrowers and the Guarantor acknowledge and agree that the Lender may, upon the failure to deliver any of the items set forth in clauses (i) and (ii) above in the timeframes set forth therein, declare an Event of Default.

SECTION 4. Representations and Warranties of the Borrowers and the Guarantor . The Borrowers and the Guarantor each represents and warrants as follows:

(a) It is a limited liability company duly organized or formed, validly existing and in good standing under the laws of Delaware.

(b) The execution, delivery and performance by it of this Amendment and (as applicable) the Loan and Security Agreement, as amended hereby, or the Guarantee and the consummation of the transactions contemplated hereby and thereby will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under its organizational documents, or any material indenture, loan agreement, mortgage, deed of trust, or other material agreement or interest to which it is a party or by which it is otherwise bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, loan agreement, mortgage, deed of trust, or other agreement or instrument, other than this Agreement, or violate any Requirements of Law applicable to it of any Governmental Authority having jurisdiction over it or any of its properties if such violation, individually, or in the aggregate, is reasonably likely to have a Material Adverse Effect.

(c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with execution, delivery or performance by it of this Amendment and (as applicable) the Loan and Security Agreement, as amended hereby, and the Guarantee.

(d) This Amendment has been duly executed and delivered by it. This Amendment and (as applicable) the Loan and Security Agreement, as amended hereby, and the Guarantee constitute, its legal, valid and binding obligations enforceable against it in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e) There are no proceedings or investigations pending, or to the best of its knowledge threatened in writing, against it before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (i) asserting the invalidity of any Facility Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by any Facility Document, or (iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.

(f) The representations and warranties contained in the Guarantee (in the case of the Guarantor) or Section 6.01 of the Loan and Security Agreement (in the case of the Borrowers), are true and correct as if made on the date hereof, except to the extent they expressly relate to an earlier date.

(g) No event has occurred and is continuing that constitutes a Default.

SECTION 5. Reference to and Effect on the Loan Documents . (a) On and after the effectiveness of this Amendment, each reference in the Loan and Security Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Loan and Security Agreement, and each reference in the Note, the Guarantee and the other Facility Documents to “the Loan and Security Agreement,” “thereunder,” “thereof” or words of like import referring to the Loan and Security Agreement, shall mean and be a reference to the Loan and Security Agreement, as amended by this Amendment, and as hereinafter amended or restated.

(b) Th