FIRST AMENDMENT AGREEMENT To Omnibus Pledge and Security Agreement and Irrevocable Proxy Dated as of May 19, 2009 by and among

Exhibit 10.10

EXECUTION COPY

FIRST AMENDMENT AGREEMENT

To Omnibus Pledge and Security Agreement and Irrevocable Proxy

Dated as of May 19, 2009

by and among

RFC ASSET HOLDINGS II, LLC,

PASSIVE ASSET TRANSACTIONS, LLC

RESIDENTIAL CAPITAL, LLC

RESIDENTIAL FUNDING COMPANY, LLC

GMAC MORTGAGE, LLC

and certain of their Affiliates from time to time parties hereto,

as Grantors,

GMAC INVESTMENT MANAGEMENT LLC,

as a Secured Party

and

GMAC LLC,

as Omnibus Agent, as Lender Agent under the Loan Agreement,

as Lender under the MSR Loan Agreement and as a Secured Party

First Amendment Agreement to

Omnibus Pledge and Security Agreement

This FIRST AMENDMENT AGREEMENT (this “ Agreement ”) dated as of May 19, 2009 (the “ Amendment Effective Date ”), is by and among RFC Asset Holdings II, LLC, a Delaware limited liability company (“ RAHI ”), and Passive Asset Transactions, LLC, a Delaware limited liability company (“ PATI ”); Residential Capital, LLC, a Delaware limited liability company (“ ResCap ”), Residential Funding Company, LLC, a Delaware limited liability company (“ RFC ”), and GMAC Mortgage, LLC, a Delaware limited liability company (“ GMAC Mortgage ” and each of RAHI, PATI, ResCap, and RFC, together with any successors and assigns, is herein a “ Grantor ” and collectively, the “ Grantors ”); GMAC Investment Management LLC, a Delaware limited liability company (together with its successors and assigns, “ GMAC IM ”), as a Secured Party; and GMAC LLC, a Delaware limited liability company, as agent for the Secured Parties (in such capacity, the “ Omnibus Agent ”), as Lender Agent, as Lender under the MSR Loan Agreement and as a Secured Party.

Reference is hereby made to the Omnibus Pledge and Security Agreement and Irrevocable Proxy dated as of March 18, 2009 among the Grantors, GMAC IM and the Omnibus Agent (as amended and modified through the date hereof, the “ Omnibus Security Agreement ”).

RECITALS

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

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

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

4. In consideration of the promises 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 Omnibus Security Agreement.

ARTICLE II

AMENDMENTS TO THE OMNIBUS SECURITY AGREEMENT

SECTION 2.1 Amendments to Section 1 . Section 1 of the Omnibus Security Agreement is hereby amended by inserting the following definitions in proper alphabetical order:

GX Addition Date means that certain date specified in the Collateral Addition Designation Notice pursuant to which the GX II Note is approved as Approved Additional Collateral.

GX II Administration Agreement means that certain administration agreement dated as of the GX Addition Date, entered into by and between GX CE Funding II B.V., Stichting Security Trustee GX CE Funding II and GMAC-RFC Investments B.V., as the same may be amended, supplemented, restated or otherwise modified from time to time.

GX II Guaranteed Investment Contract means that certain guaranteed investment contract dated as of the GX Addition Date, entered into by and between GX CE Funding II B.V., Stichting Security Trustee GX CE Funding II and ABN AMRO Bank N.V., as the same may be amended, supplemented, restated or otherwise modified from time to time.

GX II Initial Note means that certain note of GX CE Funding II B.V. dated as of the GX Addition Date, constituted by and issued pursuant to the GX II VFLN Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time.

GX II Note means the GX II Initial Note or any other note issued from time to time under and in accordance with the GX II VFLN Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time, and including any notes given in substitution or replacement therefor; and GX II Notes means, collectively, all of them.

GX II SPE means GX CE Funding II B.V.

GX II Security Documents means the GX II Administration Agreement, the GX II Guaranteed Investment Contract, the GX II Trust Deed, GX II VFLN Agreement, the GX II Note and each other document, agreement and deed entered into by ResCap, its Subsidiary and/or the Stichting Security Trustee GX CE Funding II in connection with the purchase of certain residential mortgage loans, the issuance of the GX II Notes and creation of security in respect of the GX II Notes in favor of the Stichting Security Trustee GX CE Funding II, in each case, by the GX II SPE, as all of the foregoing may be amended, supplemented, restated or otherwise modified from time to time, and in each case if and to the extent any of the foregoing evidence or relate to the GX II Notes.

GX II Trust Deed means that certain trust deed dated as of the GX Addition Date, entered into by and between GX CE Funding II B.V., Stichting GX CE Funding Holding and the Stichting Security Trustee GX CE Funding II in relation to the GX II VFLN Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time.

GX II VFLN Agreement means that certain variable funding loan note agreement dated as of the GX Addition Date and entered into by and between ResCap, GX CE Funding II B.V., Stichting Security Trustee GX CE Funding II, GMAC-RFC Investments B.V. and GMAC RFC Nederland B.V., as the same may be amended, supplemented, restated or otherwise modified from time to time.

GX II VFLN Receivables means any and all rights and claims ( vorderingsrechten ) (including but not limited to a right of recourse ( regres ) or subrogation ( subrogatie )) whether present or future, whether actual or contingent, of Residential Capital, LLC under or in connection with (i) the GX II VFLN Agreement, (ii) each GX II Note and (iii) the GX II VFLN Trust Deed.

Pledged Mortgage Loan means any mortgage loan (a) which is identified in a Mortgage Schedule delivered by the Grantors to the Omnibus Agent, (b) the Carrying Value of which is included in the calculation of the Borrowing Base included in a Borrowing Base Report or a Monthly Collateral Report or (c) which is indicated in an Grantor’s books and records as having been pledged to the Omnibus Agent.

SECTION 2.2 Amendments to Section 1 . Each of the following definitions in Section 1 of the Omnibus Security Agreement is hereby amended and restated in full to read as follows:

“ November Collateral means the Collateral described in clauses (a) through (k) of Section 2 hereof.

November Documents means (a) the Loan Agreement, the Notes, the November Security Agreement, the Account Control Agreements, the GSAP Indenture Transaction Documents, the Flume No. 8 Security Documents and the GX II Security Documents, (b) after the Custodial Transfer Date, the Custody Agreements, (c) any document designated as a “Security Document” in any Collateral Addition Designation Notice, (d) all of the security agreements, pledges, collateral assignments, mortgages, deeds of trust, trust deeds or other instruments evidencing or creating or purporting to create any security interests in favor of the Lender Agent for its benefit and for the benefit of the Lender Parties, (e) the Contribution Agreements and (f) all notices, certificates, financing statements, agreements and other documents to be executed and delivered by RAHI, PATI, ResCap, RFC or GMAC Mortgage pursuant to the foregoing or otherwise in connection with the Loan Agreement or the extension of financing by the Lenders contemplated thereunder.

Pledged Interests means (a) all member interests, general or limited partnership interests or other ownership interests of any Pledged Interest Issuer described in Exhibit D of Schedule IV hereto; and (b) all assets, rights or property related to the foregoing (including, without limitation, all registrations, certificates, articles or agreements governing or representing any such interests; all options and other rights, contractual or otherwise, related to such interests (including all rights to vote and participate in the management of the Pledged Interest Issuer); and all Distributions, Dividends and other Property now or hereafter received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests, in each case if and to the extent any of the foregoing evidence or relate to the items described in clause (a)  hereof).

Warehouse Loans means, as the context may require, loans made by RFC pursuant to a Warehouse Agreement to the borrower under such agreement and/or any mortgage loans or other loans purchased by RFC pursuant to the First Savings Warehouse Agreement.”

SECTION 2.3 Amendment to Section 2 . Section 2 of the Omnibus Security Agreement is hereby amended and restated to read as follows:

“2. Grant of Security Interest by Grantors . As security for the prompt payment in full in cash and performance of all Obligations, each of the Grantors hereby pledges to the Omnibus Agent and hereby grants a continuing security interest to the Omnibus Agent in all of each such Grantor’s right, title and interest, in, to, and under, whether now or hereafter existing, owned or acquired and wherever located and howsoever created, arising or evidenced, all of the following:

(a) all Pledged Mortgage Loans and all assets, rights or property related thereto;

(b) all Pledged Shares of each Pledged Share Issuer identified in Exhibit B of Schedule IV hereto and all assets, rights or property related thereto;

(c) (i) all Flume No. 8 Notes, all First Savings Warehouse Notes, all Provident Warehouse Notes and all other Pledged Notes (including, without limitation, the Flume No. 8 Initial Note), and (ii) all assets, rights or property related thereto (including, without limitation, the Flume No. 8 Facility Documents, the Warehouse Loans, the Warehouse Facility Documents, and all Pledged Note Liens, if and to the extent the foregoing evidence or relate to the Flume No. 8 Notes or such other Pledged Notes);

(d) (i) all Pledged Interests (including, without limitation, the equity interests owned by RAHI in RAHI A, LLC, a Delaware limited liability company, by PATI in PATI A, LLC, a Delaware limited liability company, and by RFC in Equity Investment I, LLC, a Delaware limited liability company), and (ii) all assets, rights or property related thereto;

(e) (i) all Dividends, Distributions, interest, and (ii) other payments and rights, in each case if and to the extent evidencing or related to the Pledged Shares, Pledged Notes and Pledged Note Liens, Pledged Interests, Flume No. 8 Facility Documents, Warehouse Loans, Warehouse Facility Documents or Pledged Mortgage Loans;

(f) all Deposit Accounts, including, without limitation, all Deposit Accounts identified on Exhibit A of Schedule IV , and all Property deposited or carried therein or credited thereto, in each case if and to the extent related to any Pledged Shares, Pledged Notes and Pledged Note Liens, Pledged Interests, Flume No. 8 Facility Documents, Warehouse Loans, Warehouse Facility Documents or Pledged Mortgage Loans;

(g) all Securities Accounts including, without limitation, all Securities Accounts identified on Exhibit A of Schedule IV , and all Property, including all Investment Property and Financial Assets, deposited or carried therein or credited thereto, and all permitted investments acquired with funds on deposit in or carried in or credited to such Securities Accounts, in each case if and to the extent related to any Pledged Shares, Pledged Notes and Pledged Note Liens, Pledged Interests, Flume No. 8 Facility Documents, Warehouse Loans, Warehouse Facility Documents or Pledged Mortgage Loans;

(h) to the extent not included in the foregoing, the Contribution Agreements and all other agreements, contracts, documents and instruments if and to the extent evidencing or related to any Pledged Shares, Pledged Notes and Pledged Note Liens, Pledged Interests, Flume No. 8 Facility Documents, Warehouse Loans, Warehouse Facility Documents or Pledged Mortgage Loans;

(i) (i) all books, records, writings, data bases, information and other property relating to or evidencing any Pledged Shares, Pledged Notes and Pledged Note Liens, Pledged Interests, Flume No. 8 Facility Documents, Warehouse Loans, Warehouse Facility Documents or Pledged Mortgage Loans, and (ii) all insurance policies, claims and/or insurance proceeds arising out of the loss, nonconformity or any interference with the use of, or any defect or infringement of rights in, or damage to, any of the foregoing, in each case if and to the extent evidencing or related to any Pledged Shares, Pledged Notes and Pledged Note Liens, Pledged Interests, Flume No. 8 Facility Documents, Warehouse Loans, Warehouse Facility Documents or Pledged Mortgage Loans;

(j) to the extent not included in the foregoing, all Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, General Intangibles (including Payment Intangibles), Goods, Instruments, Investment Property, Letter-of-Credit Rights, Letters of Credit, Supporting Obligations, Money and all other personal assets and property of any kind or description, in each case if and to the extent related to any Pledged Shares, Pledged Notes and Pledged Note Liens, Pledged Interests, Flume No. 8 Facility Documents, Warehouse Loans, Warehouse Facility Documents or Pledged Mortgage Loans;

(k) all Proceeds, products, offspring, rents, issues, profits and returns of and from, and all distributions on any of the foregoing;

(l) all MSR Collateral; and

(m) all Derivative Collateral.