Exhibit
        4.2

      


      AMENDMENT
        

      TO
        THE

      POOLING
        AND SERVICING AGREEMENTS

      


      Amendment,
        dated as of November 1, 2007 (the “Amendment”),
        to
        the Pooling and Servicing Agreements (the “Agreements”)
        listed
        on Schedule I hereto, each among NovaStar Mortgage Funding Corporation (the
        “Company”
or
        the
“Depositor”,
        as
        applicable), NovaStar Mortgage, Inc., as seller or sponsor and servicer (the
        “Sponsor”
and
        “Servicer”),
        U.S.
        Bank National Association, as certificate administrator or custodian, as
        applicable (the “Custodian”),
        and
        The Bank of New York, as trustee (the “Trustee”)
        and as
        co trustee (the “Co-Trustee”)
        as
        applicable. Capitalized terms used and not defined herein shall have the
        meaning
        set forth in the Agreements and Appendix A thereto.

       

      WHEREAS,
        the parties hereto have entered into the Agreements; 

       

      WHEREAS,
        the purpose of this Amendment is to cure certain ambiguities in the wording
        of
        each Agreement.

       

      NOW,
        THEREFORE, in consideration of the promises and mutual agreements contained
        herein, the parties hereto agree to amend the Agreements pursuant to Section
        12.01 thereof as follows:

       

      
        	 	
                1.

              	
                Revised
                  Section 7.02(a).

              


      

       

      In
        Section 7.02(a) of each Agreement, the following sentence shall be added
        as the
        third to last sentence of such section:

       

      “In
        accordance with any successor Servicer not being liable for any acts or
        omissions of any predecessor Servicer, the Servicing Defaults set forth in
        subsections 7.01(a)(v), 7.01(a)(vi) and 7.01(a)(vii) shall apply to a successor
        Servicer that succeeds to the servicing of the Mortgage Loans pursuant to
        this
        Agreement including, without limitation, Sections 3.28, 6.02, 6.04, 7.01
        or 7.02
        herein, only in the event of any withdrawal or downgrade by two or more levels
        (i.e., from "Above Average" to "Below Average" or the equivalent) of such
        successor Servicer’s rating as of the date of such succession, that results in a
        downgrade, qualification or withdrawal of the rating assigned to any Class
        of
        Certificates by any Rating Agency.”

       

      Condition
        to Effectiveness.
        

       

      As
        a
        condition to the effectiveness of this Amendment, an Opinion of Counsel
        satisfying the requirements of Section 12.01 of each Agreement has been received
        by the parties hereto, and the written consent of the Class A-1 Insurer has
        been
        obtained with respect only to the Pooling and Servicing Agreement identified
        in
        item 7 on the attached Schedule I.

       

      
        	 	
                2.

              	
                Effect
                  of Amendment.
                  

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      This
        Amendment to the Agreements shall be effective and the Agreements shall be
        deemed to be modified and amended in accordance herewith as of the date hereof.
        The respective rights, limitations, obligations, duties, liabilities and
        immunities of the Company, the Sponsor, the Servicer, the Custodian and the
        Trustee shall hereafter be determined, exercised and enforced subject in
        all
        respects to such modifications and amendments, and all the terms and conditions
        of this Amendment shall be and be deemed to be part of the terms and conditions
        of the Agreements for any and all purposes. The Agreements, as amended hereby,
        are hereby ratified and confirmed in all respects. 

       

      
        	 	
                3.

              	
                The
                  Agreements in Full Force and Effect as Amended.
                  

              


      

       

      Except
        as
        specifically amended hereby, all the terms and conditions of the Agreements
        shall remain in full force and effect and, except as expressly provided herein,
        the effectiveness of this Amendment shall not operate as, or constitute a
        waiver
        or modification of, any right, power or remedy of any party to the Agreements.
        All references to the Agreements in any other document or instrument shall
        be
        deemed to mean the Agreements as amended by this Amendment. 

       

      
        	 	
                4.

              	
                Counterparts.
                  

              


      

       

      This
        Amendment may be executed by the parties in several counterparts, each of
        which
        shall be deemed to be an original and all of which shall constitute together
        but
        one and the same agreement. This Amendment shall become effective when
        counterparts hereof executed on behalf of such party shall have been received.
        

       

      
        	 	
                5.

              	
                Governing
                  Law.
                  

              


      

       

      This
        Amendment shall be construed in accordance with and governed by the laws
        of the
        State of New York applicable to agreements made and to be performed
        therein.


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        



      IN
        WITNESS WHEREOF, the Sponsor, the Servicer, the Depositor, the Trustee, the
        Co-Trustee and the Custodian, have caused this Amendment to be duly executed
        by
        their officers thereunto duly authorized, all as of the day and year first
        above
        written.


      
        	 	 
	
                 

                 

                 

                 

                 

                 

                 

                DB
                  STRUCTURED PRODUCTS, INC.

                hereby
                  consents to the foregoing Amendment as lender under certain financing
                  facilities:

                 

                By:___/s/
                  Glenn Minkoff _______________

                Name:
                  Glenn Minkoff

                Title:
                  Director

                 

                WACHOVIA
                  BANK, N.A.

                hereby
                  consents to the foregoing Amendment as lender under certain financing
                  facilities:

                 

                By:___/s/
                  Andrew W. Riebe _____________

                Name:
                  Andrew W. Riebe

                Title:
                  Director

                 

                WACHOVIA
                  CAPITAL MARKETS, LLC

                hereby
                  consents to the foregoing Amendment as lender under certain financing
                  facilities:

                 

                By:___/s/
                  Scott Shuman _________________

                Name:
                  Scott Shuman

                Title:
                  Vice President

                 

                WACHOVIA
                  INVESTMENT HOLDINGS, LLC 

                hereby
                  consents to the foregoing Amendment as lender under 

                certain
                  financing facilities:

                 

                By:____/s/
                  Goetz Rokahr ________________

                Name:
                  Goetz Rokahr

                Title:
                  Vice President

              	
                NOVASTAR
                  MORTGAGE FUNDING CORPORATION,

                as
                  Depositor

                 

                By: /s/
                  Matt Kaltenrieder        

                Name: Matt
                  Kaltenrieder

                Title: Vice
                  President

                 

                NOVASTAR
                  MORTGAGE, INC.,

                as
                  Servicer and as Sponsor

                 

                By: /s/
                  Matt Kaltenrieder        

                Name: Matt
                  Kaltenrieder

                Title: Vice
                  President

                 

                U.S.
                  BANK NATIONAL ASSOCIATION, as Custodian

                 

                By: /s/
                  Corinne Rhode        

                Name:
                  Corinne Rhode

                Title:
                  Assistant Vice President

                 

                THE
                  BANK OF NEW YORK,
                  not in its individual capacity but solely as Trustee

                 

                By: /s/
                  Andrew M. Cooper        

                Name:
                  Andrew M. Cooper

                Title:
                  Assistant Vice President

                 

                THE
                  BANK OF NEW YORK,
                  not in its individual capacity but solely as Co-Trustee

                 

                By: /s/
                  Andrew M. Cooper        

                Name:
                  Andrew M. Cooper

                Title:
                  Assistant Vice President

                 

              
	 	 


      

      [Signature
        Page for Omnibus Amendment

      to
        the
        Pooling and Servicing Agreements - Section 7.02]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        I

      


      POOLING
        AND SERVICING AGREEMENTS

      


      
        	 	
                1.

              	
                Pooling
                  and Servicing Agreement dated as of September 1, 2002, among NOVASTAR
                  MORTGAGE FUNDING CORPORATION, as company, NOVASTAR MORTGAGE, INC.,
                  as
                  servicer and as seller, U.S. BANK NATIONAL ASSOCIATION (as successor
                  to
                  WACHOVIA BANK, NATIONAL ASSOCIATION), as certificate administrator
                  and THE
                  BANK OF NEW YORK (as successor to JPMORGAN CHASE BANK), as
                  trustee.

              


      

      


      
        	 	
                2.

              	
                Pooling
                  and Servicing Agreement dated as of February 1, 2003, among NOVASTAR
                  MORTGAGE FUNDING CORPORATION, as company, NOVASTAR MORTGAGE, INC.,
                  as
                  servicer and as seller, U.S. BANK NATIONAL ASSOCIATION (as successor
                  to
                  WACHOVIA BANK, NATIONAL ASSOCIATION), as custodian and THE BANK
                  OF NEW
                  YORK (as successor to JPMORGAN CHASE BANK), as
                  trustee.

              


      

      


      
        	 	
                3.

              	
                Pooling
                  and Servicing Agreement dated as of June 1, 2003, among NOVASTAR
                  MORTGAGE
                  FUNDING CORPORATION, as company, NOVASTAR MORTGAGE, INC., as servicer
                  and
                  as seller, U.S. BANK NATIONAL ASSOCIATION (as successor to WACHOVIA
                  BANK,
                  NATIONAL ASSOCIATION), as custodian and THE BANK OF NEW YORK (as
                  successor
                  to JPMORGAN CHASE BANK), as
                  trustee.

              


      

      


      
        	 	
                4.

              	
                Pooling
                  and Servicing Agreement dated as of September 1, 2003, among NOVASTAR
                  MORTGAGE FUNDING CORPORATION, as company, NOVASTAR MORTGAGE, INC.,
                  as
                  servicer and as seller, U.S. BANK NATIONAL ASSOCIATION (as successor
                  to
                  WACHOVIA BANK, NATIONAL ASSOCIATION), as custodian and THE BANK
                  OF NEW
                  YORK (as successor to JPMORGAN CHASE BANK), as
                  trustee.

              


      

      


      
        	 	
                5.

              	
                Pooling
                  and Servicing Agreement dated as of November 1, 2003, among NOVASTAR
                  MORTGAGE FUNDING CORPORATION, as company, NOVASTAR MORTGAGE, INC.,
                  as
                  servicer and as seller, U.S. BANK NATIONAL ASSOCIATION (as successor
                  to
                  WACHOVIA BANK, NATIONAL ASSOCIATION), as custodian and THE BANK
                  OF NEW
                  YORK (as successor to JPMORGAN CHASE BANK), as
                  trustee.

              


      

      


      
        	 	
                6.

              	
                Pooling
                  and Servicing Agreement dated as of March 1, 2004, among NOVASTAR
                  MORTGAGE
                  FUNDING CORPORATION, as company, NOVASTAR MORTGAGE, INC., as servicer
                  and
                  as seller, U.S. BANK NATIONAL ASSOCIATION (as successor to WACHOVIA
                  BANK,
                  NATIONAL ASSOCIATION), as custodian and THE BANK OF NEW YORK (as
                  successor
                  to JPMORGAN CHASE BANK), as
                  trustee.

              


      

      


      
        	 	
                7.

              	
                Pooling
                  and Servicing Agreement dated as of June 1, 2004, among NOVASTAR
                  MORTGAGE
                  FUNDING CORPORATION, as company, NOVASTAR MORTGAGE, INC., as servicer
                  and
                  as seller, U.S. BANK NATIONAL ASSOCIATION (as successor to WACHOVIA
                  BANK,
                  NATIONAL ASSOCIATION), as custodian and THE BANK OF NEW YORK (as
                  successor
                  to JPMORGAN CHASE BANK), as
                  trustee.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                8.

              	
                Pooling
                  and Servicing Agreement dated as of September 1, 2004, among NOVASTAR
                  MORTGAGE FUNDING CORPORATION, as company, NOVASTAR MORTGAGE, INC.,
                  as
                  servicer and as seller, U.S. BANK NATIONAL ASSOCIATION (as successor
                  to
                  WACHOVIA BANK, NATIONAL ASSOCIATION), as custodian and THE BANK
                  OF NEW
                  YORK (as successor to JPMORGAN CHASE BANK), as
                  trustee.

              


      

      


      
        	 	
                9.

              	
                Pooling
                  and Servicing Agreement dated as of November 1, 2004, among NOVASTAR
                  MORTGAGE FUNDING CORPORATION, as company, NOVASTAR MORTGAGE, INC.,
                  as
                  servicer and as seller, U.S. BANK NATIONAL ASSOCIATION (as successor
                  to
                  WACHOVIA BANK, NATIONAL ASSOCIATION), as custodian and THE BANK
                  OF NEW
                  YORK (as successor to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION)
                  as
                  trustee.

              


      

      


      
        	 	
                10.

              	
                Pooling
                  and Servicing Agreement dated as of February 1, 2005, among NOVASTAR
                  MORTGAGE FUNDING CORPORATION, as company, NOVASTAR MORTGAGE, INC.,
                  as
                  servicer and as seller, U.S. BANK NATIONAL ASSOCIATION (as successor
                  to
                  WACHOVIA BANK, NATIONAL ASSOCIATION), as custodian, THE BANK OF
                  NEW YORK
                  (as successor to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION), as
                  trustee
                  and THE BANK OF NEW YORK (as successor to J.P. MORGAN TRUST COMPANY,
                  NATIONAL ASSOCIATION), as
                  co-trustee.

              


      

      


      
        	 	
                11.

              	
                Pooling
                  and Servicing Agreement dated as of May 1, 2005, among NOVASTAR
                  MORTGAGE
                  FUNDING CORPORATION, as company, NOVASTAR MORTGAGE, INC., as servicer
                  and
                  as seller, U.S. BANK NATIONAL ASSOCIATION (as successor to WACHOVIA
                  BANK,
                  NATIONAL ASSOCIATION), as custodian, THE BANK OF NEW YORK (as successor
                  to
                  JPMORGAN CHASE BANK, NATIONAL ASSOCIATION), as trustee and THE
                  BANK OF NEW
                  YORK (as successor to J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION),
                  as
                  co-trustee.

              


      

      


      
        	 	
                12.

              	
                Pooling
                  and Servicing Agreement dated as of September 1, 2005, among NOVASTAR
                  MORTGAGE FUNDING CORPORATION, as company, NOVASTAR MORTGAGE, INC.,
                  as
                  servicer and as seller, U.S. BANK NATIONAL ASSOCIATION (as successor
                  to
                  WACHOVIA BANK, NATIONAL ASSOCIATION), as custodian, THE BANK OF
                  NEW YORK
                  (as successor to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION), as
                  trustee
                  and THE BANK OF NEW YORK (as successor to J.P. MORGAN TRUST COMPANY,
                  NATIONAL ASSOCIATION), as
                  co-trustee.

              


      

      


      
        	 	
                13.

              	
                Pooling
                  and Servicing Agreement dated as of December 1, 2005, among NOVASTAR
                  MORTGAGE FUNDING CORPORATION, as company, NOVASTAR MORTGAGE, INC.,
                  as
                  servicer and as seller, U.S. BANK NATIONAL ASSOCIATION (as successor
                  to
                  WACHOVIA BANK, NATIONAL ASSOCIATION), as custodian, THE BANK OF
                  NEW YORK
                  (as successor to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION), as
                  trustee
                  and THE BANK OF NEW YORK (as successor to J.P. MORGAN TRUST COMPANY,
                  NATIONAL ASSOCIATION), as
                  co-trustee.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                14.

              	
                Pooling
                  and Servicing Agreement dated as of June 1, 2006, among NOVASTAR
                  MORTGAGE
                  FUNDING CORPORATION, as depositor, NOVASTAR MORTGAGE, INC., as
                  servicer
                  and as sponsor, U.S. BANK NATIONAL ASSOCIATION, as custodian, THE
                  BANK OF
                  NEW YORK (as successor to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION),
                  as
                  trustee and THE BANK OF NEW YORK (as successor to J.P. MORGAN TRUST
                  COMPANY, NATIONAL ASSOCIATION), as
                  co-trustee.

              


      

      


      
        	 	
                15.

              	
                Pooling
                  and Servicing Agreement dated as of June 1, 2006, among NOVASTAR
                  MORTGAGE
                  FUNDING CORPORATION, as depositor, NOVASTAR MORTGAGE, INC., as
                  servicer
                  and as sponsor, U.S. BANK NATIONAL ASSOCIATION, as custodian, THE
                  BANK OF
                  NEW YORK (as successor to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION),
                  as
                  trustee and THE BANK OF NEW YORK (as successor to J.P. MORGAN TRUST
                  COMPANY, NATIONAL ASSOCIATION), as
                  co-trustee.