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 “Depositor”), NovaStar Mortgage, Inc., as sponsor and servicer (the “Sponsor” or “Servicer”), U.S. Bank National Association, as custodian (the “Custodian”), and Deutsche Bank National Trust Company, as trustee (the “Trustee”). 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.”
| 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.
| 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 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.
| 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.
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IN WITNESS WHEREOF, the Sponsor, the Servicer, the Depositor, the 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 DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: /s/ Mei Nghia Name: Mei Nghia Title: Authorized Signer By: /s/ Ronaldo Reyes Name: Ronaldo Reyes Title: Vice President |
[Signature Page for Amendment to the Pooling and Servicing Agreements - DBNTC’s]
Schedule I
| 1. | Pooling and Servicing Agreement, dated as of August 1, 2006, by and among NovaStar Mortgage Funding Corporation, as Depositor, NovaStar Mortgage, Inc., as Servicer and as Sponsor, U.S. Bank National Association, as Custodian and Deutsche Bank National Trust Company, as Trustee, relating to NovaStar Mortgage Funding Trust, Series 2006-4, NovaStar Home Equity Loan Asset-Backed Certificates, Series 2006-4. |
| 2. | Pooling and Servicing Agreement, dated as of September 1, 2006, by and among NovaStar Mortgage Funding Corporation, as Depositor, NovaStar Mortgage, Inc., as Servicer and as Sponsor, U.S. Bank National Association, as Custodian and Deutsche Bank National Trust Company, as Trustee, relating to NovaStar Mortgage Funding Trust, Series 2006-5, NovaStar Home Equity Loan Asset-Backed Certificates, Series 2006-5. |
| 3. | Pooling and Servicing Agreement, dated as of November 1, 2006, by and among NovaStar Mortgage Funding Corporation, as Depositor, NovaStar Mortgage, Inc., as Servicer and as Sponsor, U.S. Bank National Association, as Custodian and Deutsche Bank National Trust Company, as Trustee, relating to NovaStar Mortgage Funding Trust, Series 2006-6, NovaStar Home Equity Loan Asset-Backed Certificates, Series 2006-6. |
| 4. | Pooling and Servicing Agreement, dated as of February 1, 2007, by and among NovaStar Mortgage Funding Corporation, as Depositor, NovaStar Mortgage, Inc., as Servicer and as Sponsor, U.S. Bank National Association, as Custodian and Deutsche Bank National Trust Company, as Trustee, relating to NovaStar Mortgage Funding Trust, Series 2007-1, NovaStar Home Equity Loan Asset-Backed Certificates, Series 2007-1. |
| 5. | Pooling and Servicing Agreement, dated as of May 1, 2007, by and among NovaStar Mortgage Funding Corporation, as Depositor, NovaStar Mortgage, Inc., as Servicer and as Sponsor, U.S. Bank National Association, as Custodian and Deutsche Bank National Trust Company, as Trustee, relating to NovaStar Mortgage Funding Trust, Series 2007-2, NovaStar Home Equity Loan Asset-Backed Certificates, Series 2007-2. |