Exhibit
        4.1

    

     

    AMENDMENT
      

    TO
      THE 

    POOLING
      AND SERVICING AGREEMENTS

    


    Amendment,
      dated as of October 31, 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 3.07(a).

            


    

    


    Section
      3.07(a) of each Agreement is hereby amended so as to read as set forth in
      Exhibit A hereto with respect to the related Agreement, with the exception
      that
      (a) for the Agreements dated prior to 2006, (i) the term “Sponsor” shall be
      replaced by the term “Seller” and (ii) the section reference in Section 3.07
      (a)(xiii)shall be to “Section 3.24” rather than to “Section 3.25” and (b) for
      the Agreement listed as number (1.) on Schedule I hereto, Section 3.07(a)(vi)
      shall read in its entirety as follows:

    


    “(vi) to
      reimburse the Servicer or any Subservicer from Insurance Proceeds or Liquidation
      Proceeds relating to a particular Mortgage Loan for Servicing Advances expended
      by the Servicer or such Subservicer pursuant to Section 3.13 in good faith
      in
      connection with the restoration of the related Mortgaged Property which was
      damaged by the uninsured cause or in connection with the liquidation of such
      Mortgage Loan;”

    


    
      	
            	2.	
              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. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              3.

            	
              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 retroactively to the
      original dates of each related Agreement. 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. 

    


    
      	 	
              4.

            	
              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. 

    


    
      	 	
              5.

            	
              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.
      

    


    
      	 	
              6.

            	
              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.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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.

     

    
       

        
          	 	 	 	 	
                  NOVASTAR
                    MORTGAGE FUNDING

                
	 	 	 	 	
                  CORPORATION,

                
	 	 	 	 	
                  as
                    Depositor

                
	 	 	 	 	 	 	 
	 	 	 	 	
                  By:

                	
                  /s/
                    Matt Kaltenrieder

                
	 	 	 	 	 	
                  Name:

                	
                  Matt
                    Kaltenrieder

                
	 	 	 	 	 	
                  Title:

                	
                  Vice
                    President

                
	 	 	 	 	 	 	 
	
                  DB
                    STRUCTURED PRODUCTS, INC.

                	 	
                  NOVASTAR
                    MORTGAGE, INC.,

                
	
                  hereby
                    consents to the foregoing Amendment

                	 	
                  as
                    Servicer and as Sponsor

                
	
                  as
                    lender under certain financing facilities:

                	 	 	 	 
	 	 	 	 	
                  By:

                	
                  /s/
                    Matt Kaltenrieder

                
	
                  By:

                	
                  /s/
                    Glenn Minkoff

                	 	 	
                  Name:

                	
                  Matt
                    Kaltenrieder

                
	 	
                  Name:
                    

                	
                  Glenn
                    Minkoff

                	 	 	
                  Title:

                	
                  Vice
                    President

                
	 	
                  Title:
                    

                	
                  Director

                	 	 	 	 
	 	 	 	 	
                  U.S.
                    BANK NATIONAL ASSOCIATION, as Custodian

                
	
                  WACHOVIA
                    BANK, N.A.

                	 	 	 	 
	
                  hereby
                    consents to the foregoing Amendment

                	 	
                  By:

                	
                  /s/
                    Corinne Rhode

                
	
                  as
                    lender under certain financing facilities:

                	 	 	
                  Name:
                    

                	
                  Corinne
                    Rhode

                
	 	 	 	 	 	
                  Title:
                    

                	
                  Assistant
                    Vice President

                
	
                  By:

                	
                  /s/
                    Andrew W. Riebe

                	 	 	 	 
	 	
                  Name:
                    

                	
                  Andrew
                    W. Riebe

                	 	
                  THE
                    BANK OF NEW YORK,
                    not in its

                
	 	
                  Title:
                    

                	
                  Director

                	 	
                  individual
                    capacity but solely as Trustee

                
	 	 	 	 	 	 	 
	
                  WACHOVIA
                    CAPITAL MARKETS, LLC

                	 	
                  By:

                	
                  /s/
                    Andrew M. Cooper

                
	
                  hereby
                    consents to the foregoing Amendment

                	 	 	
                  Name:
                    

                	
                  Andrew
                    M. Cooper

                
	
                  as
                    lender under certain financing facilities:

                	 	 	
                  Title:
                    

                	
                  Assistant
                    Vice President

                
	 	 	 	 	 	 	 
	
                  By:

                	
                  /s/
                    Scott Shuman 

                	 	
                  THE
                    BANK OF NEW YORK,
                    not in its

                
	 	
                  Name:
                    

                	
                  Scott
                    Shuman

                	 	
                  individual
                    capacity but solely as Co-Trustee

                
	 	
                  Title:
                    

                	
                  Vice
                    President

                	 	 	 	 
	 	 	 	 	
                  By: 
                    

                	
                  /s/
                    Andrew M. Cooper

                
	
                  WACHOVIA
                    INVESTMENT HOLDINGS,

                	 	 	
                  Name:
                    

                	
                  Andrew
                    M. Cooper

                
	
                  LLC
                    

                	 	 	
                  Title:
                    

                	
                  Assistant
                    Vice President

                
	
                  hereby
                    consents to the foregoing Amendment

                	 	 	 	 
	
                  as
                    lender under certain financing facilities:

                	 	 	 	 
	 	 	 	 	 	 	 
	
                  By: 
                    

                	
                  /s/
                    Goetz Rokahr 

                	 	 	 	 
	 	
                  Name:
                    

                	
                  Goetz
                    Rokahr

                	 	 	 	 
	 	
                  Title:
                    

                	
                  Vice
                    President

                	 	 	 	 


        

      

    

     

    


    [Signature
      Page for Omnibus Amendment to the Pooling and Servicing Agreements - Section
      3.07]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
      A

    


    Amended
      Section 3.07

    


    Section
      3.07 Withdrawals
      from the Collection Account.

    


    (a)
       The
      Servicer shall, from time to time as provided herein, make withdrawals from
      the
      Collection Account of amounts on deposit therein pursuant to Section 3.06 that
      are attributable to the Mortgage Loans for the following purposes (without
      duplication):

    


    (i) to
      deposit in the Distribution Account, by the Servicer Remittance Date prior
      to
      each Distribution Date, all collections on the Mortgage Loans required to be
      distributed from the Distribution Account on a Distribution Date;

    


    (ii) to
      the
      extent deposited to the Collection Account, to reimburse itself or the related
      Subservicer for Servicing Advances paid to maintain individual insurance
      policies pursuant to Section 3.11, or Liquidation Expenses, paid pursuant to
      Section 3.13, such withdrawal right being limited to amounts received on
      particular Mortgage Loans (other than any Repurchase Price in respect thereof)
      which represent late recoveries of the payments for which such expenses were
      paid, or from related Liquidation Proceeds;

    


    (iii) to
      pay to
      itself out of each payment received on account of interest on a Mortgage Loan
      as
      contemplated by Section 3.15, an amount equal to the related Servicing Fee
      (to
      the extent not retained pursuant to Section 3.06);

    


    (iv) to
      pay to
      itself or the Sponsor, with respect to any Mortgage Loan or property acquired
      in
      respect thereof that has been purchased by the Sponsor, the Servicer or other
      entity, all amounts received thereon and not required to be distributed to
      Certificateholders as of the date on which the related Repurchase Price is
      determined;

    


    (v) to
      reimburse the Servicer or any Subservicer for any unreimbursed Advance or
      Servicing Advance of its own funds or any unreimbursed advance of such
      Subservicer’s own funds, the right of the Servicer or a Subservicer to
      reimbursement pursuant to this subclause (v) being limited to amounts received
      on a particular Mortgage Loan (including, for this purpose, the Repurchase
      Price
      therefor, Insurance Proceeds and Liquidation Proceeds) which represent late
      payments or recoveries of the principal of or interest on such Mortgage Loan
      respecting which such Advance, Servicing Advance or advance was
      made;

    


    (vi) to
      reimburse the Servicer or any Subservicer from Insurance Proceeds or Liquidation
      Proceeds relating to a particular Mortgage Loan for Servicing Advances expended
      by the Servicer or such Subservicer pursuant to Section 3.13: (x) in good faith
      in connection with the restoration of the related Mortgaged Property which
      was
      damaged by the uninsured cause, (y) in connection with the liquidation of such
      Mortgage Loan, or (z) with respect to an MI Claim Payment Advance made by the
      Servicer with respect to such Mortgage Loan; provided, however, that
      reimbursements pursuant to clause (z) may only be made from MI Insurance
      Proceeds actually paid by the MI Insurer under the MI Policy related to such
      Mortgage Loan;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (vii) to
      reimburse the Servicer or any Subservicer for any unreimbursed Nonrecoverable
      Advance or Servicing Advance previously made, and to reimburse any successor
      Servicer for any Servicing Transfer Costs, including any legal fees or expenses
      relating to any such transfer, in each case not paid by the transferring
      Servicer, in each case otherwise not reimbursed pursuant to this Section
      3.07(a);

    


    (viii) to
      withdraw any other amount deposited in the Collection Account that was not
      required to be deposited therein pursuant to Section 3.06; 

    


    (ix) to
      reimburse the Servicer for costs associated with the environmental report
      handling the presence of any toxic or hazardous substance on a Mortgaged
      Property as set forth in Section 3.13(c);

    


    (x) to
      clear
      and terminate the Collection Account upon a termination pursuant to Section
      11.01; 

    


    (xi) to
      pay to
      the Servicer income earned on Eligible Investments in the Collection
      Account;

    


    (xii) to
      pay to
      the MI Insurer the monthly MI Premiums due under each MI Policy from payments
      received (or Advances made) on account of interest due on the related Mortgage
      Loan; and 

    


    (xiii) to
      make
      an Advance with respect to a Mortgage Loan that is Delinquent from funds held
      in
      the Collection Account as contemplated by Section 3.25, provided that the amount
      withdrawn for such an Advance is immediately deposited into the Distribution
      Account.

    


    Withdrawals
      made pursuant to clause (xii) shall be made on a first priority basis. In
      connection with withdrawals pursuant to clauses (ii), (iii), (iv), (v) and
      (vi),
      the Servicer’s entitlement thereto is limited to collections or other recoveries
      on the related Mortgage Loan, and the Servicer shall keep and maintain separate
      accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
      justifying any withdrawal from the Collection Account pursuant to such clauses.