FIRST AMENDMENT AGREEMENT To Pledge and Security Agreement and Irrevocable Proxy

Exhibit 10.15

E XECUTION C OPY

FIRST AMENDMENT AGREEMENT

To Pledge and Security Agreement and Irrevocable Proxy

Dated as of March 18, 2009

by and among

RFC ASSET HOLDINGS II, LLC,

PASSIVE ASSET TRANSACTIONS, LLC

AND CERTAIN

AFFILIATES THEREOF FROM

TIME TO TIME PARTY HERETO,

as Grantors,

and

GMAC LLC,

as Lender Agent

This FIRST AMENDMENT AGREEMENT (this “ Agreement ”) dated as of March 18, 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 ”; and together with RAHI, each a “ Borrower ” and collectively, the “ Borrowers ”); 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 together with ResCap and RFC, each herein a “ Guarantor ” and collectively, the “ Guarantors ”), and the other parties hereto as Grantors (each, together with each Borrower and each Guarantor, a “ Grantor ” and collectively, the “ Grantors ”); and GMAC LLC, a Delaware limited liability company, as Lender Agent for the Lender Parties.

Reference is hereby made to the Pledge and Security Agreement and Irrevocable Proxy dated as of November 20, 2008 among the Grantors and the Lender Agent (as modified by the deletion and joinder of parties prior to the date hereof and as otherwise amended through the date hereof, the “ Security Agreement ”).

RECITALS

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

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

ARTICLE II

AMENDMENTS TO THE SECURITY AGREEMENT

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

Flume No. 8 Deed of Charge and Assignment means the Deed of Charge and Assignment, dated as of November 14, 2008, between the Flume No. 8 SPE, the Flume No. 8 Security Trustee, ResCap, GMAC-RFC Limited, Barclays Bank PLC and SFM Corporate Services Limited.

Omnibus Security Agreement means the Omnibus Pledge and Security Agreement and Irrevocable Proxy, dated as of March 18, 2009, by and among RAHI, PATI and certain of their Affiliates from time to time party thereto, as grantors, GMAC IM, as secured party, and GMAC LLC, as Omnibus Agent, Lender Agent, Lender under the MSR Loan Agreement and as a Secured Party, as the same may be amended, supplemented, restated or otherwise modified from time to time.

Specified Documents shall have the meaning given such term in the Omnibus Security Agreement.

SECTION 2.2 Amendments to Section 1 . Section 1 of the Security Agreement is hereby amended as follows:

(a) The definition of “Flume No. 8 Deed of Assignment” is hereby amended and restated in its entirety to read as follows:

“ Flume No. 8 Deed of Assignment means the Deed of Assignment, dated as of November 21, 2008, between PATI and the Lender Agent, as the same may be amended, supplemented, restated or otherwise modified from time to time.”

(b) The definition of “ Flume No. 8 Loan Sale and Purchase Agreement ” is hereby amended by replacing the phrase “Flume No. 8 Sellers” with “Flume No. 8 Seller” where it appears therein.

(c) The definition of “ Flume No. 8 Security Documents ” is hereby amended and restated in full to read as follows:

“ Flume No. 8 Security Documents means the Flume No. 8 Notes, the Flume No. 8 Loan Sale and Purchase Agreement, the Flume No. 8 Note Issuance Facility Deed, the Flume No. 8 Administration Agreement, the Flume No. 8 Bank Agreement, the Flume No. 8 GIC Agreement, the Flume No. 8 Deed of Assignment, the Flume No. 8 Deed of Charge and Assignment, and each and every other document, agreement and deed entered into by ResCap, its Subsidiary and/or the Flume No. 8 Security Trustee in connection with the purchase of certain residential mortgage loans, the issuance of the Flume No. 8 Notes and creation of security in respect of the Flume No. 8 Notes in favor of the Flume No. 8 Security Trustee, in each case, by the Flume No. 8 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 Flume No. 8 Notes.”

(d) The definition of “ Flume No. 8 Sellers ” is hereby amended and restated in full to read as follows:

“ Flume No. 8 Seller means GMAC-RFC Limited.”

(e) The definition of “Obligations” is hereby amended and restated in its entirety to read as follows:

“ Obligations means obligations, indebtedness, fees, expenses (including, without limitation, attorneys’ fees and expenses) and liabilities of any ResCap Counterparty or Grantor to any “Secured Party” (as such term is defined in the Omnibus Security Agreement) under any Specified Document, now existing or hereafter arising under or in connection with the Specified Documents, whether monetary or otherwise, matured or unmatured, direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, and any interest accruing thereon (including any interest that accrues after the commencement of any proceeding by or against any ResCap Counterparty or any other Person under any bankruptcy, insolvency, liquidation, moratorium, receivership, reorganization or other debtor relief law) and all attorneys’ fees and other expenses incurred in the collection or enforcement thereof; including without limitation (a) the obligations, indebtedness and liabilities of the ResCap Counterparties under the Master Netting Agreement or otherwise pursuant to the terms of the other Derivative Documents, (b) all other “Obligations” as defined in the Loan Agreement and (c) all other “Secured Obligations” as defined in the MSR Loan Agreement.”

SECTION 2.3 Amendment to Section 3 . Section 3(a)(i) of the Security Agreement is hereby amended and restated in its entirety to read as follows:

“(i) no financing statement (other than the UCC financing statements filed in connection with the Contribution Agreements or any other UCC financing statements which may have been filed on behalf of GMAC LLC, in any capacity, or in connection with Permitted Liens) covering any of the Collateral will be on file in any public office;”

SECTION 2.4 Amendment to Schedule IV . The table set forth on Schedule IV , Exhibit A, Section I of the Security Agreement is hereby amended and restated in its entirety to read as follows: