SECOND AMENDMENT AGREEMENT To Omnibus Pledge and Security Agreement and Irrevocable Proxy

Exhibit 10.19

EXECUTION COPY

SECOND AMENDMENT AGREEMENT

To Omnibus Pledge and Security Agreement and Irrevocable Proxy

Dated as of June 1, 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, as Credit Agent under the Credit Agreement and as a

Secured Party

This SECOND AMENDMENT AGREEMENT (this “ Agreement ”) dated as of June 1, 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 under the Loan Agreement, as Lender under the MSR Loan Agreement, as Credit Agent under the Credit 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

CREDIT AGENT

The Credit Agent is hereby made a party to the Omnibus Security Agreement, and the Credit Agent hereby (i) agrees to become a party to the Omnibus Security Agreement, (ii) to be bound by the terms thereof, and (iii) ratifies and confirms its appointment of the Omnibus Agent as its agent pursuant to Section 11 of the Omnibus Security Agreement.

ARTICLE III

AMENDMENTS TO THE OMNIBUS SECURITY AGREEMENT

SECTION 3.1 Amendments to Section 1 . Section 1 to the Omnibus Security Agreement is hereby amended by amending and restating the following definitions:

“ Account Collateral means Deposit Accounts, Securities Accounts and other Collateral described in clauses (f)  and (g)  of Section 2 hereof.

Obligations means obligations, indebtedness, fees, expenses (including, without limitation, attorneys’ fees and expenses ) and liabilities of any ResCap Counterparty or Grantor 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, (c) all other “Secured Obligations” as defined in the MSR Loan Agreement, and (d) all other “Obligations” as defined in the Credit Agreement.

Permitted Liens means (a) Liens arising under this Agreement or the other Security Documents, (b) with respect to all “Collateral” as defined in the November Security Agreement, any Liens permitted under the Loan Agreement, (c) with respect to all Derivative Collateral, any Liens permitted under the Derivative Documents, (d) with respect to all “Collateral” as defined in the MSR Loan Agreement, any Liens permitted under the MSR Loan Agreement and (e) with respect to all “Collateral” as defined in the Credit Agreement, any Liens permitted under the Credit Agreement.

Secured Parties means (i) GMAC IM, (ii) GMAC LLC, as lender under the MSR Loan Agreement, (iii) each “Indemnified Party” under and as defined in the MSR Loan Agreement, (iv) the Lender Agent, for the benefit of the “Lender Parties” under and as defined in the Loan Agreement, (v) the Credit Agent, for the benefit of the “Lender Parties” under and as defined in the Credit Agreement and (vi) any other Person to whom any Obligation is owed.

Specified Documents means (i) each of the Derivative Documents, (ii) each of the November Documents, (iii) each of the MSR Documents, (iv) each of the Credit Documents and (v) this Agreement.

SECTION 3.2 Amendments to Section 1 . Section 1 to the Omnibus Security Agreement is hereby amended by inserting the following definitions in the proper alphabetical order:

“ Credit Agent means GMAC LLC, in its capacity as agent for the “Lender Parties” under and as defined in the Credit Agreement.

Credit Agreement means that certain Credit Agreement, dated as of June 1, 2009, as amended, supplemented, restated or otherwise modified from time to time, among RAHI and PATI, as borrowers, ResCap, RFC, and GMAC Mortgage, as guarantors, and GMAC LLC, as agent and initial lender, and certain other financial institutions and Persons from time to time party thereto as lenders, pursuant to which the lenders thereunder have agreed to make loans to RAHI and PATI.

Credit Documents means the Credit Agreement, the notes issued thereunder by RAHI and PATI as borrowers thereunder, the Fourth Security Agreement (as defined in the Credit Agreement), and 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 Credit Agreement or the extension of financing contemplated thereunder.”

SECTION 3.3 Amendment to Section 7 . Section 7(c) of the Omnibus Security Agreement is hereby amended and restated in its entirety as follows:

“(c) The Grantors hereby acknowledge and agree that (i) the covenants and restrictions contained in Article VII (other than Section 7.02(h)), Article X and Section 12.11 of the Loan Agreement are incorporated by reference herein and shall apply with respect to the November Collateral, (ii) the covenants and restrictions contained in Sections 7.01(d), 7.01(k) 7.01(n), 7.01(r), 7.02(a), 7.02(d), 7.03(m) and 12.11 of the Loan Agreement are incorporated by reference herein and shall apply with respect to the Derivative Collateral, (iii) the covenants and restrictions contained in Section 4.03, Section 4.04, Article VII (other than the covenant contained in Section 7.02(b)) and Article X of the MSR Loan Agreement are incorporated by reference herein and shall apply with respect to the MSR Collateral, and (iv) the covenants and restrictions contained in Article VII (other than Section 7.02(h)), Article X and Section 12.11 of the Credit Agreement are incorporated by reference herein and shall apply with respect to the November Collateral; provided that if either the Loan Agreement, the Credit Agreement or the MSR Loan Agreement shall cease to be in effect, references in this Section to such agreement shall be deemed to be references to such agreement immediately prior to the time it ceased to be in effect.”

SECTION 3.4 Amendment to Section 15 . Section 15(a) of the Omnibus Security Agreement is hereby amended and restated in its entirety as follows:

“(a) Notwithstanding anything to the contrary contained herein or in any other Specified Document, in the event that any Collateral is also pledged to the Lender Agent, the Omnibus Agent or the Credit Agent to secure the Obligations by any Grantor pursuant to any security, pledge or similar agreement governed by foreign law (a “ Foreign Pledge Agreement ”) and the provisions of such Foreign Pledge Agreement conflict with the provisions of this Agreement, the applicable Grantor shall comply with the provisions of such Foreign Pledge Agreement and shall not be deemed to have breached any representation or covenant contained herein or in any other Specified Document as a result thereof.

ARTICLE IV

CONDITIONS TO EFFECTIVENESS

SECTION 4.1 Amendment Effective Date . This Agreement and the provisions contained herein shall become effective as of the Amendment Effective Date.

SECTION 4.2 Opinions . On or before June 1, 2009