THIRD AMENDMENT AGREEMENT To First Priority Pledge and Security Agreement and Irrevocable Proxy

Exhibit 10.2

Execution Copy

THIRD AMENDMENT AGREEMENT

To First Priority Pledge and Security Agreement and Irrevocable Proxy

Dated as of January 30, 2009

by and among

RESIDENTIAL FUNDING COMPANY, LLC,

GMAC MORTGAGE, LLC,

RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER

AFFILIATES THEREOF PARTY HERETO,

as Grantors,

WELLS FARGO BANK, N.A.

as First Priority Collateral Agent

and

GMAC LLC,

as Lender and Lender Agent

This THIRD AMENDMENT AGREEMENT (this “ Agreement ”) dated as of January 30, 2009 (the “ Amendment Effective Date ”), is by and among Residential Funding Company, LLC, a Delaware limited liability company (“ RFC ”), GMAC Mortgage, LLC, a Delaware limited liability company (“ GMAC Mortgage ”), Residential Capital, LLC (“ ResCap ”), DOA Holding Properties, LLC (“ DOA ”), and the other parties hereto as Grantors (each, together with RFC, GMAC Mortgage, ResCap and DOA, a “ Grantor ”), GMAC LLC, a Delaware limited liability company, in its capacity as Lender and as agent for the Lenders (in such capacity, the “ Lender Agent ”) and Wells Fargo Bank, N.A., as first priority collateral agent (in such capacity, the “ First Priority Collateral Agent ”).

Reference is hereby made to the First Priority Pledge and Security Agreement and Irrevocable Proxy dated as of June 4, 2008 among the Grantors, the Initial Lender, the Lender Agent and the First Priority Collateral Agent (as modified by the deletion and joinder of parties prior to the date hereof, and as otherwise amended through January 14, 2009, 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

ADDITIONAL GRANT

SECTION 2.1 Grant . As security for the prompt payment in full in cash and performance of all Obligations, DOA Holding Properties, LLC hereby confirms its pledge to the First Priority Collateral Agent for the benefit of the Lender Parties and hereby confirms its grant of a continuing security interest to the First Priority Collateral Agent for the benefit of the Lender Parties, pursuant to the Security Agreement, in the Pledged Interests of each of DOA Properties VI, LLC and DOA Properties VIII, LLC and hereby pledges to the First Priority Collateral Agent for the benefit of the Lender Parties, and hereby grants a continuing security interest to the First Priority Collateral Agent for the benefit of the Lender Parties in, all of its 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 Interests of each of DOA Properties VI, LLC and DOA Properties VIII, LLC identified in Item B of Attachment I to the Security Agreement (as amended by this Agreement);

(b) all Dividends, Distributions, interest, and other payments and rights with respect to the Pledged Interests of each of DOA Properties VI, LLC and DOA Properties VIII, LLC; and

(c) all other Pledged Interests issued by DOA Properties VI, LLC and DOA Properties VIII, LLC and pledged by DOA Holding Properties, LLC from time to time;

together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, all 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, and all Proceeds, products, offspring, rents, issues, profits and returns of and from, and all distributions on and rights arising out of, any of the foregoing.

ARTICLE III

AMENDMENTS TO THE AFFECTED DOCUMENTS

SECTION 3.1 Amendment to Schedule VI . Exhibit B to Schedule VI to the Security Agreement is hereby amended by the addition of the following:

SECTION 3.2 Amendment to Attachment I . Attachment I to the Security Agreement is hereby amended by the addition of the following to Item B thereof:

ARTICLE IV

EFFECTIVENESS

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

ARTICLE V

ACKNOWLEDGEMENTS, CONSENTS, NOTICE, CONFIRMATION AND

REPRESENTATIONS AND WARRANTIES

SECTION 5.1 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 Security Agreement or the Facility Documents with respect to the execution of this Agreement.

SECTION 5.2 Confirmation of the Security Agreement . The Grantors, the Lender, the Lender Agent and the First Priority Collateral Agent each hereby acknowledge and agree that, except as herein expressly amended, the Security Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its respective terms. Without limiting the foregoing, each Obligor reaffirms its grant of a security interest in all the Collateral pledged by it, and agrees that such security interest secures all Obligations as defined in the Loan Agreement, after giving effect to the First Amendment Agreement, dated as of July 29, 2008, the Second Amendment Agreement, dated as of August 14, 2008, the Third Amendment Agreement, dated as of November 25, 2008, the Fourth Amendment Agreement, dated as of December 12, 2008 and the Fifth Amendment Agreement, dated as of December 31, 2008, each to the Loan Agreement and amongst the parties thereto. As of the Amendment Effective Date, each reference in the Security Agreement to “this Agreement” shall mean the Security Agreement as amended by this Agreement, and as hereinafter amended or restated.

SECTION 5.3 Financing Statements . The First Priority Collateral Agent hereby authorizes the Grantors to file any financing statements or amendments to financing statements in favor of the First Priority Collateral Agent required in order to perfect the First Priority Collateral Agent’s security interest of the additional Pledged Interests described hereinabove.

SECTION 5.4 Representations and Warranties . By its signature hereto, each Grantor hereby represents and warrants that, before and after giving effect to this Agreement, as follows:

(a) its representations and warranties set forth in the Security Agreement are true and correct as if made on the date hereof, except to the extent they expressly relate to an earlier date; and

(b) after giving effect to this Agreement, no Default has occurred and is continuing.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (BUT WITH REFERENCE TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH BY ITS TERMS APPLIES TO THIS AGREEMENT).

SECTION 6.2 Execution in Counterparts . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original (whether such counterpart is originally executed or an electronic copy of an original and each party hereto expressly waives its rights to receive originally executed documents) and all of which when taken together shall constitute one and the same agreement.

SECTION 6.3 WAIVER OF JURY TRIAL . EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THI