First Omnibus Amendment



 Exhibit 10.2 
 FIRST OMNIBUS AMENDMENT 
 THIS FIRST OMNIBUS AMENDMENT (this “Amendment”), dated as
of June 29, 2007 is entered into by and among CALYON NEW YORK BRANCH (together with its successors and assigns, “Calyon New York”), as the administrative agent (the “Administrative Agent”), as a bank and as a
managing agent, ATLANTIC ASSET SECURITIZATION LLC, as an issuer (together with its successors and assigns, “Atlantic”), LA FAYETTE ASSET SECURITIZATION LLC, as an issuer (together with its successors and assigns, “La
Fayette”), JUPITER SECURITIZATION COMPANY, LLC, as an issuer (together with its successors and assigns, “Jupiter”), GRESHAM RECEIVABLES (NO. 6) LIMITED, as an issuer (“Gresham”), JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, as a bank and as a managing agent (together with its successors and assigns, “JPMorgan Chase”), LLOYDS TSB BANK PLC, as a bank and a managing agent (together with its successors and assigns,
“Lloyds”), RESIDENTIAL FUNDING COMPANY LLC, formerly known as Residential Funding Corporation, as the collateral agent (together with its successors and assigns, the “Collateral Agent”), UNIVERSAL AMERICAN MORTGAGE
COMPANY, LLC, as the servicer (together with its successors and assigns, the “Servicer”) and a seller (the “UAMC Seller”), UAMC CAPITAL, LLC, as the borrower, the buyer and the debtor (together with its successors
and assigns, respectively, the “Borrower”, the “Buyer” and the “Debtor”), UNIVERSAL AMERICAN MORTGAGE COMPANY OF CALIFORNIA, as a seller (together with its successors and assigns,
“UAMCC” and together with the UAMC Seller, collectively, the “Original Sellers”), EAGLE HOME MORTGAGE, LLC (together with its successors and assigns, “EHM”), as a seller and as subservicer, and
EAGLE HOME MORTGAGE OF CALIFORNIA, INC., as a seller (together with its successors and assigns, “EHMC” and together with EHM and the Original Sellers, collectively, the “Sellers”). Capitalized terms used and not
otherwise defined herein are used as defined in the related Operative Documents (as defined below). 
 RECITALS 
 WHEREAS, the Original Sellers, and the Buyer, entered into that certain Master Repurchase Agreement, dated as of May 23, 2003, as amended by the
Amended and Restated Addendum to the Master Repurchase Agreement dated as of September 25, 2006 (as the same may be amended, restated, supplemented or modified from time to time, the “Repurchase Agreement”); 
 WHEREAS, the Borrower, the Administrative Agent, the Collateral Agent and the Servicer entered into that certain Amended and Restated Collateral Agency
Agreement, dated as of September 25, 2006 (as the same may be amended, restated, supplemented or modified from time to time, the “Collateral Agency Agreement”); 
 WHEREAS, the Borrower, Atlantic, La Fayette, Gresham, Jupiter, Calyon New York, Lloyds, JPMorgan Chase and the Servicer have entered into that certain
Amended and Restated Loan Agreement, dated as of September 25, 2006 (as the same may be amended, restated, supplemented or modified from time to time, the “Loan Agreement” and, collectively with the Repurchase Agreement and the
Collateral Agency Agreement, the “Operative Documents”); 







 WHEREAS, the parties hereto desire to amend the Operative Documents as hereinafter set forth in order to
add EHM and EHMC as Sellers and Originators; 
 NOW, THEREFORE, the parties agree as follows: 
 Section 1. Amendments to the Loan Agreement. 
 (a) The Loan Agreement is hereby amended by adding Eagle Home Mortgage, LLC (“Eagle”), a Delaware limited liability company, as a party in the capacity of subservicer (the “Subservicer”).

 (b) Section 1.1 of the Loan Agreement is hereby amended by deleting from the definition of Collection Account the word
“account” in the first line of such definition and replacing it with the word “accounts” and deleting the word “such account is” in the third line of such definition and replacing it with the word “such accounts
are”. 
 (c) Section 1.1 of the Loan Agreement is hereby amended by deleting the words “September 24, 2007” from clause
(a) of the definition of Drawdown Termination Date and replacing them with “June 27, 2008”. 
 (d) Section 1.1 of the
Loan Agreement is hereby amended by deleting the definition of Originators in its entirety and replacing it with the following: 
 “Originators” means, together, Universal American Mortgage Company, LLC, a Florida limited liability company, Universal American Mortgage Company of California, a California corporation, Eagle Home Mortgage, LLC, a Delaware
limited liability company, and Eagle Home Mortgage of California, Inc., a California corporation and their successors and assigns. 
 (e)
Section 1.1 of the Loan Agreement is hereby amended by adding the following definition immediately after the definition of “Subprime Loan”: 
 “Subservicer” means Eagle Home Mortgage, LLC, a Delaware limited liability company, as subservicer under the Loan Agreement. 
 (f) Section 11.1 of the Loan Agreement is hereby amended by adding the following sentences at the end thereof: 
 To this effect and without limiting any of the foregoing, the Servicer hereby appoints Eagle Home Mortgage, LLC to act as Subservicer for the servicing,
administration or collection of any of the Mortgage Assets, including, without limitation, with respect to the performance of the activities of the Servicer pursuant to Sections 3.3 and Article 11 of this Agreement. Eagle Home
Mortgage, LLC hereby accepts such appointment and agrees to (i) undertake such responsibilities which the Servicer is required or permitted to undertake under the Transaction Documents if and to the extent requested by the Servicer and
(ii) be liable to the Issuers, the Banks, the Administrative Agent and the Borrower in respect thereof to the extent that the Servicer would be liable under the Transaction Documents. Notwithstanding any such agreement or 








 
arrangement between the Servicer and Eagle Home Mortgage, LLC, the Servicer shall remain obligated and primarily liable to the Issuers, the Banks and the
Borrower for the servicing, administration or collection of the Mortgage Assets in accordance with, and to the same extent as if it were performing such duties under, this Agreement and the Collateral Agency Agreement. 
 (g) Section 14.1 of the Loan Agreement is hereby amended by replacing all references to “Janice Munoz, Vice President &
Treasurer” with “Alfred Farrell, Assistant Treasurer of Lennar Corporation” and by adding the following addresses to the section titled “Originators”: 
 Eagle Home Mortgage, LLC 
 10510 NE Northup
Way, Suite 300 
 Kirkland, WA 98033 
 Attention: Robert Greaton 
 Telephone: (425) 822 6733 
 Facsimile: (425) 602 6060 
 Eagle Home
Mortgage of California, Inc. 
 10510 NE Northup Way, Suite 300 
 Kirkland, WA 98033 
 Attention: Robert Greaton 
 Telephone: (425) 822 6733 
 Facsimile:
(425) 602 6060 
 Section 2. Amendments to the Repurchase Agreement. 
 (a) The Repurchase Agreement is hereby amended by adding the following parties to the Repurchase Agreement: 
 Eagle Home Mortgage, LLC, a Delaware limited liability company, as a seller (a “Seller”); 
 Eagle Home Mortgage of California, Inc., a California corporation, as a seller (a “Seller”). 
 (b) Section 1.01 of the Repurchase Agreement is hereby amended by deleting the words “September 24, 2007” from clause (a) of the
definition of Facility Termination Date and replacing them with “June 27, 2008”. 
 (c) Section 1.01 of the Repurchase
Agreement is hereby amended by deleting the words “the account” and replacing them with the words “one or more accounts”. 
 (d) Section 1.01 of the Repurchase Agreement is hereby amended by adding the following definition: 
 “Sellers”
means, together, Universal American Mortgage Company, LLC, a Florida limited liability company, Universal American Mortgage Company of California, a California corporation, Eagle Home Mortgage, LLC, a Delaware limited liability company, and Eagle
Home Mortgage of California, Inc., a California corporation and their successors and assigns. 







 (e) Section 9.02 of the Repurchase Agreement is hereby amended by adding the following addresses for
notice: 
 Eagle Home Mortgage, LLC 
 10510 NE Northup Way, Suite 300 
 Kirkland, WA 98033 
 Attention: Robert Greaton 
 Telephone: (425) 822 6733 
 Facsimile: (425) 602 6060 
 Eagle Home
Mortgage of California, Inc. 
 10510 NE Northup Way, Suite 300 
 Kirkland, WA 98033 
 Attention: Robert Greaton 
 Telephone: (425) 822 6733 
 Facsimile:
(425) 602 6060 
 Section 3. Amendments to the Collateral Agency Agreement. 
 (a) The Collateral Agency Agreement is hereby amended by adding Eagle Home Mortgage, LLC, a Delaware limited liability company, as a party in the capacity
of subservicer (the “Subservicer”). 
 (b) Exhibit D-1 of the Collateral Agency Agreement is hereby amended by deleting the words
“September 24, 2007” from clause (a) of the definition of Drawdown Termination Date and replacing them with “June 27, 2008”. 
 (c) Exhibit D-1 of the Collateral Agency Agreement is hereby amended by deleting from the definition of “Collection Account” the word “account” in the first line of such definition and replacing it
with the word “accounts” and deleting the word “such account is” in the fourth line of such definition and replacing it with the word “such accounts are”. 
 (d) Exhibit D-1 of the Collateral Agency Agreement is hereby amended by deleting the definition of “Originator” in its entirely and replacing
it with the following: 
 “Originators” means, together, Universal American Mortgage Company, LLC, a Florida limited
liability company, Universal American Mortgage Company of California, a California corporation, Eagle Home Mortgage, LLC, a Delaware limited liability company, and Eagle Home Mortgage of California, Inc., a Delaware corporation and their successors
and assigns. 
 (e) Exhibit D-1 of the Collateral Agency Agreement is hereby amended by adding the following definition immediately after the
definition of “Subprime Loan”: 
 “Subservicer” means Eagle Home Mortgage, LLC, a Delaware limited liability
company, as subservicer. 







 (f) Exhibits D-5 and D-11 of the Collateral Agency Agreement are hereby deleted and replaced with Annex A
and Annex B, respectively, attached hereto. 
 (g) The Collateral Agency Agreement is hereby amended by adding the following section at the
end of Article VI: 
 6.16. Subservicer. Under the Loan Agreement, the Servicer has appointed Eagle Home Mortgage, LLC to act as
Subservicer for the servicing, administration or collection of any of the Mortgage Assets, including, without limitation, with respect to the performance of the activities of the Servicer pursuant to Section 3.4 of this Agreement. Eagle
Home Mortgage, LLC, as Subservicer, agrees to (i) undertake such responsibilities which the Servicer is required or permitted to undertake under the Transaction Documents if and to the extent requested by the Servicer and (ii) be liable to
the Borrower and the Collateral Agent in respect thereof to the extent that the Servicer would be liable therefor under the Transaction Documents. Notwithstanding any such agreement or arrangement between the Servicer and Eagle Home Mortgage, LLC,
the Servicer shall remain obligated and primarily liable to the Borrower and the Collateral Agent for the servicing, administration or collection of the Mortgage Assets in accordance with, and to the same extent as if it were performing such duties
under, this Agreement and the Loan Agreement. 
 Section 4. Operative Documents in Full Force and Effect as Amended 

Except as specifically amended hereby, all of the provisions of the Operative Documents and all of the provisions of all other documentation required
to be delivered with respect thereto shall remain in full force and effect from and after the date hereof. 
 Section 5.
Miscellaneous 
 (a) Universal American Mortgage Company, LLC, Universal American Mortgage Company of California, Eagle Home Mortgage,
LLC and Eagle Home Mortgage of California, Inc., hereby agree and acknowledge that the each such entity is jointly and severally liable as Sellers and as Originators under the terms of the Transactions Documents as defined in the Loan Agreement.

 (b) This Amendment 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 and all of which when taken together shall not constitute a novation of any Operative Document, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and
conditions of each Operative Document, as amended by this Amendment, as though such terms and conditions were set forth herein. 







 (c) The descriptive headings of the various sections of this Amendment are inserted for convenience of
reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. 
 (d) This Amendment may not
be amended or otherwise modified except as provided in each respective Operative Agreement. 
 (e) This Amendment and the rights and
obligations of the parties under this Amendment shall be governed by, and construed in accordance with, the laws of the state of New York (without giving effect to the conflict of laws principles thereof, other than Section 5-1401 of the New
York General Obligations Law, which shall apply hereto). 







 IN WITNESS WHEREOF, the parties have agreed to and caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

					
	 ADMINISTRATIVE AGENT,
 BANK AND MANAGING
AGENT
	 		 	
	AGREED:	 	CALYON NEW YORK BRANCH
			
		 	By:	 	 Richard McBride

		 	Name:	 	
		 	Title:	 	Director
			
		 	By:	 	 Kostantina Kourmpetis

		 	Name:	 	
		 	Title:	 	Managing Director
	ISSUER	 		 	
	AGREED:	 	ATLANTIC ASSET SECURITIZATION LLC
			
		 	By:	 	Calyon New York Branch,
		 		 	as Attorney-in-Fact
			
		 	By:	 	 Richard McBride

		 	Name:	 	
		 	Title:	 	Director
			
		 	By:	 	 Kostantina Kourmpetis

		 	Name:	 	
		 	Title:	 	Managing Director
	ISSUER	 		 	
	AGREED:	 	LA FAYETTE ASSET SECURITIZATION LLC
			
		 	By:	 	Calyon New York Branch,
		 		 	as Attorney-in-Fact
			
		 	By:	 	 Richard McBride

		 	Name:	 	
		 	Title:	 	Director
			
		 	By:	 	 Kostantina Kourmpetis

		 	Name:	 	
		 	Title:	 	Managing Director

 (Signature Page One to First Omnibus Amendment) 








					
	SERVICER AND SELLER	 		 	
	AGREED:	 	UNIVERSAL AMERICAN MORTGAGE COMPANY, LLC
			
		 	By:	 	 Robert S. Greaton

		 	Name:	 	
		 	Title:	 	Vice President
	SELLER	 		 	
	AGREED:	 	UNIVERSAL AMERICAN MORTGAGE COMPANY OF CALIFORNIA
			
		 	By:	 	 Robert S. Greaton

		 	Name:	 	
		 	Title:	 	Vice President
	SELLER AND SUBSERVICER	 		 	
	AGREED:	 	EAGLE HOME MORTGAGE, LLC
			
		 	By:	 	 Robert S. Greaton

		 	Name:	 	
		 	Title:	 	Senior Vice President
	SELLER	 		 	
	AGREED:	 	EAGLE HOME MORTGAGE OF CALIFORNIA, INC.
			
		 	By:	 	 Robert S. Greaton

		 	Name:	 	
		 	Title:	 	Vice President
	BORROWER, BUYER AND DEBTOR	 		 	
	AGREED:	 		 	
		 	UAMC CAPITAL, LLC
			
		 	By:	 	 Robert S. Greaton

		 	Name:	 	
		 	Title:	 	Vice President

 (Signature Page Two to First Omnibus Amendment) 








							
	ISSUER	 		 		 	
	AGREED:	 	JUPITER SECURITIZATION COMPANY, LLC
		
		 	By: JPMorgan Chase Bank, N.A. as its Attorney-in-Fact
			
		 	By:	 	 John K. Svolos

		 	Name:	 		 	
		 	Title:	 	 Executive Director 

	MANAGING AGENT AND BANK	 		 		 	
	AGREED:	 	JPMORGAN CHASE BANK, N.A.
			
		 	By:	 	 John K. Svolos

		 	Name:	 		 	
		 	Title:	 	Executive Director

 (Signature Page Three to First Omnibus Amendment) 








					
	ISSUER	 		 	
	AGREED:	 	GRESHAM RECEIVABLES (NO. 6) LIMITED
			
		 	By:	 	 S. M. Hollywood

		 	Name:	 	
		 	Title:	 	Director
	MANAGING AGENT AND BANK	 		 	
	AGREED:	 	LLOYDS TSB BANK PLC
			
		 	By:	 	 Edward Leng

		 	Name:	 	
		 	Title:	 	Director

 (Signature Page Four to First Omnibus Amendment) 








					
	COLLATERAL AGENT	 		 	
	AGREED:	 	RESIDENTIAL FUNDING COMPANY LLC
			
		 	By:	 	 Susan H. Snyder

		 	Name:	 	
		 	Title:	 	Director

 (Signature Page Five to First Omnibus Amendment) 







 Annex A 
 EXHIBIT D-5 
 FORM OF TRANSFER REQUEST 
                          ,
         
  

	To:	RESIDENTIAL FUNDING CORPORATION 

  

													
	  
	  		  		  		  		  	
	  
	  		  		  		  		  	
	  
	  		  		  		  		  	
	  
 Attention:
	 	  
	  		  		  		  		  	

  

	Re:	Amended and Restated Loan Agreement entered into as September 25, 2006 among UAMC CAPITAL, LLC (the “Borrower”), the Issuers parties thereto, the Banks parties
thereto, the Managing Agents parties thereto, Calyon New York Branch, in its capacity as administrative agent for the “Lenders” (as defined therein) (in such capacity, the “Administrative Agent”), and UNIVERSAL AMERICAN
MORTGAGE COMPANY, LLC in its capacity as servicer thereunder (as the same may be increased, reduced, supplemented, amended, restated, renewed, extended or otherwise modified from time to time, the “Loan Agreement”) and
(ii) Amended and Restated Collateral Agency Agreement dated as of September 25, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Collateral Agency Agreement”) among the
Borrower, the Administrative Agent, and RESIDENTIAL FUNDING CORPORATION, in its capacity as the collateral agent (the “Collateral Agent”). Capitalized terms used herein, and not otherwise defined herein, shall have the meanings
assigned to such terms in the Loan Agreement or Collateral Agency Agreement, as applicable. 

 Please transfer to
                                        
each of the Principal Mortgage Documents for the Mortgage Loans described in Schedule I, attached hereto and made a part hereof for all purposes. 
 To the extent that any transfer made pursuant to these instructions may, by inadvertence or otherwise, cause the Collateral Value of Eligible Mortgage Collateral to be less than the Principal Debt then the undersigned shall, immediately and
without notice, correct said Collateral Deficiency either by transferring to the Collateral Agent, for the benefit of the holders of the Obligations, Eligible 








 
Mortgage Collateral with a Collateral Value equal to or greater than the amount of such Collateral Deficiency, or by making a mandatory payment on the
Obligations, to the Administrative Agent for deposit in the Collection Account, in the amount of the deficiency. 
 THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO). 







 In witness hereof, the Borrower has caused this Transfer Request to be executed and delivered on the first date above
written. 
  

			
	UAMC CAPITAL, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


 The Servicer hereby represents and warrants that the Collateral Value of all Eligible Mortgage Collateral,
after giving effect to the foregoing transfer, will equal or exceed the total Principal Debt of the Borrower. 
  

			
	 UNIVERSAL AMERICAN MORTGAGE
 COMPANY, LLC


		
	By:	 	  

	Name:	 	
	Title:	 	









 Annex B 
 EXHIBIT D-11 
 FORM OF COLLECTION ACCOUNT RELEASE NOTICE 
 [Date:                          ,
        ] 
  

	To:	CALYON NEW YORK BRANCH 

 Calyon Building 
 1301 Avenue of the Americas 
 New York, New York 10019 
 Attention: Trifene Thomas 
  

	Re:	(i) Amended and Restated Loan Agreement entered into as of September 25, 2006 among UAMC CAPITAL, LLC (the “Borrower”), the Issuers parties thereto, the Banks
parties thereto, the Managing Agents parties thereto, CALYON NEW YORK BRANCH, in its capacity as administrative agent for the “Lenders” (as defined therein) (in such capacity, the “Administrative Agent”), and UNIVERSAL
AMERICAN MORTGAGE COMPANY, LLC, in its capacity as servicer thereunder (as the same may be increased, reduced, supplemented, amended, restated, renewed, extended or otherwise modified from time to time, the “Loan Agreement”) and
(ii) Amended and Restated Collateral Agency Agreement dated as of September 25, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Collateral Agency Agreement”) among the
Borrower, the Administrative Agent, and RESIDENTIAL FUNDING CORPORATION, in its capacity as the collateral agent (the “Collateral Agent”). Capitalized terms used herein, and not otherwise defined herein, shall have the meanings
assigned to such terms in the Loan Agreement or Collateral Agency Agreement, as applicable. 

 The Borrower represents and warrants to the
Administrative Agent and the Collateral Agent, in each case, for the benefit of the holders of the Obligations that as of the date hereof (i) there is
$                     in the Collection Account; (ii) the Collateral Value of all Eligible Mortgage Loans is
$                    ; and (iii) the amount of Principal Debt is
$                    . The Borrower further represents and warrants that, after withdrawing the requested amount of
$                    , the Collateral Value of all Eligible Mortgage Collateral will continue to equal or exceed the Principal Debt.

 The Servicer hereby represents and warrants that it agrees with the calculations of the Borrower and the conclusion that the withdrawal of the requested
amount is permissible. 







 Capitalized terms used in this Collection Account Release Notice and not otherwise defined herein have the meanings given
thereto in the Loan Agreement. 
 THIS COLLECTION ACCOUNT RELEASE NOTICE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO). 
 In witness whereof, the Borrower and the Servicer have caused this Collection Account Release Notice to be executed and delivered on the first date above written. 
  

			
	UAMC CAPITAL, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


  

							
	AGREED AND ACCEPTED BY:
	
	SERVICER:
	
	UNIVERSAL AMERICAN MORTGAGE COMPANY, LLC
		
	By:	 	  

	Name:	 		 		 	
	Title