SECOND AMENDMENT AGREEMENT To Pledge and Security Agreement and Irrevocable Proxy

Exhibit 10.34

EXECUTION COPY

SECOND AMENDMENT AGREEMENT

To Pledge and Security Agreement and Irrevocable Proxy

Dated as of June 30, 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,

and

GMAC LLC,

as a Secured Party

This SECOND AMENDMENT AGREEMENT (this “ Agreement ”), dated as of June 30, 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 ”); and GMAC LLC, a Delaware limited liability company (“ Secured Party ” or “ GMAC ”).

Reference is hereby made to the Pledge and Security Agreement and Irrevocable Proxy dated as of June 1, 2009 among the Grantors and the Secured Party (the “ Fourth Security Agreement ”).

RECITALS

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

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

ARTICLE II

AMENDMENTS TO THE FOURTH SECURITY AGREEMENT

SECTION 2.1 Amendments to Section 1 . The following definitions are hereby amended and restated in their entirety to read as follows:

First Savings Warehouse Note means that Promissory Note, dated as of April 1, 2005 and that Promissory Note dated as of July 1, 2009 and issued by First Savings Mortgage Corporation in favor of RFC, 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.

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 or assets purchased by RFC pursuant to the First Savings Warehouse Agreement.”

SECTION 2.2 Amendment to Schedule IV .

(a) Exhibit A to Schedule IV of the Fourth Security Agreement is hereby amended by inserting the following:

(b) Exhibit C to Schedule IV of the Fourth Security Agreement is hereby amended by amending and restating the third Pledged Note listed therein as follows:

(c) Exhibit D to Schedule IV of the Fourth Security Agreement is hereby amended by inserting the following:

ARTICLE III

CONDITIONS TO EFFECTIVENESS

SECTION 3.1 Amendment Effective Date . This Agreement and the provisions contained herein shall become effective as of the Amendment Effective Date.

SECTION 3.2 Opinions and Other Deliverables . The Obligors covenant and agree to deliver or cause to be delivered (a) opinions of counsel to the Obligors with respect to the transactions contemplated hereby, which opinions shall be in form and substance satisfactory to the Secured Party, on or before July 8, 2009 and (b) such other documents, including but not limited to the Obligors’ board resolutions approving this Agreement, as the Secured Party may reasonably request, which documents will be in form and substance satisfactory to the Secured Party, on or before July 15, 2009. The Obligors acknowledge and agree that the Secured Party may, upon the failure to deliver any of the items set forth in clauses (a) and (b) above in the timeframes set forth therein, declare an Event of Default.

ARTICLE IV

ACKNOWLEDGEMENTS, CONSENTS, NOTICE, CONFIRMATION AND

REPRESENTATIONS AND WARRANTIES

SECTION 4.1 Notice . Each party hereto hereby acknowledges timely notice of the execution of this Agreement and of the transactions and amendments contemplated hereby. Each party hereto hereby waives any notice requirement contained in the Fourth Security Agreement or