**Exhibit10.136**

EXECUTION COPY

AMENDMENT NUMBER 2TO SECOND AMENDED AND RESTATED SECURITY AGREEMENT

(FIARC)

THISAMENDMENT NUMBER 2 TO SECOND AMENDED AND RESTATED SECURITY AGREEMENT, dated asof February 14, 2007 (this “*Amendment*”),is entered into by and among FIRST INVESTORS AUTO RECEIVABLES CORPORATION, aDelaware corporation (the “*Debtor*”),FIRST INVESTORS FINANCIAL SERVICES, INC., a Texas corporation (“*FIFS*” or “*Seller*”), FIRST INVESTORS SERVICINGCORPORATION, a Delaware corporation (“*FISC*”or the “*Servicer*”),VARIABLE FUNDING CAPITAL COMPANY LLC (successor by assignment from Blue RidgeAsset Funding Corporation), a Delaware limited liability company, (“*VFCC*”), WACHOVIA CAPITAL MARKETS, LLC,a Delaware corporation (successor in interest to Wachovia Securities, Inc.,formerly known as First Union Securities, Inc.) (“*Wachovia*”) and WELLS FARGO BANK, NATIONAL ASSOCIATION,successor by merger to Wells Fargo Bank Minnesota, National Association (“*Wells Fargo*”).  Capitalized terms used and not otherwisedefined herein are used as defined in the Security Agreement (as definedbelow).

WHEREAS,the parties hereto entered into that certain Second Amended and RestatedSecurity Agreement, dated as of March 16, 2006 (as amended, supplemented orrestated to the date hereof, the “*Security**Agreement*”);

WHEREAS,the parties hereto desire to amend the Security Agreement in certain respectsas provided herein;

NOWTHEREFORE, in consideration of the premises and the other mutual covenantscontained herein, the parties hereto agree as follows:

# SECTION 1.**  **Amendments.  Effective as of the Effective Date, theSecurity Agreement is hereby amended as follows:

## (a)                                  The definitions of “CreditInsurance” and “VSI Insurance” in Section 1.1 of the Security Agreement arehereby deleted in their entirety.

## (b)                                 The definition of “EligibleReceivables” in Section 1.1 of the Security Agreement is hereby amended asfollows:

### (i)                                     Clause(q) of the definition is amended by deleting “66” before the word “months” andreplacing it with “67”; and

### (ii)                                  Clause(bb) is deleted in its entirety and replaced with “[reserved]”.

## (c)                                  The definition of “LiquidationProceeds” in Section 1.1 of the Security Agreement is amended and restated inits entirety to read as follows:

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“Liquidation Proceeds:                      All moniescollected in connection with the disposition of any Financed Vehicle, fromwhatever source, securing a Defaulted Receivable, net of the sum of (x) anyamounts reasonably expended by the Servicer in connection with the liquidationof such Financed Vehicle for the account of the Obligor and (y) any suchamounts required by law to be remitted to the Obligor.”

## (d)                                 Clause (i) of thedefinition of “Termination Date” in Section 1.1 of the Security Agreement ishereby amended by replacing “February 14, 2007” with “February 13, 2008”.

## (e)                                  Clause(iii) of Section 2.1 is hereby amended by deleting “VSI insurance or” fromclause (iii).

## (f)                                    Section6.1(p) is hereby amended by replacing “66” before the word “months” with “67”.

## (g)                                 Section6.1(z) is hereby amended and restated in its entirety as follows:

“(z)                             FIFSG’sShareholder’s Equity as a percentage of its on-balance portfolio falls below(a) 6.5% measured as of the end of each fiscal quarter of FIFSG occurringduring the period beginning on the date hereof and ending on July 31,2007,  and (b) 7.0% measured as of theend of each fiscal quarter of FIFSG for each fiscal quarter occurring duringthe period beginning on August 1, 2007 and ending on the Termination Date; and”.

## (h)                                 Thelast proviso of Section 7.8(a) of the Security Agreement is hereby deleted inits entirety and replaced with the following proviso:

“and provided,further, that the failure to so deliver the original certificate oftitle or other document evidencing the Seller’s (or if such Receivable wasoriginated by an Approved Third Party Originator, such Approved Third PartyOriginator’s) status as lienholder shall be considered a breach of therepresentation and warranty set forth in Section 3.1(a) as of such 120thday (or 150th day with respect to any certificate of title or other evidence oflien relating to any Financed Vehicle relating to any Receivables originatedpursuant to the Seller’s refinancing program) and the Debtor shall make thepayments in respect of the related Receivable as required by the last paragraphof Section 3.1.”

# SECTION 2.  Approval of Approved Third Party Originator.  The Administrative Agent hereby approvesInteractive Financial Acceptance as an Approved Third Party Originator; providedthat Interactive Financial Acceptance enters into an Approved Third PartyOriginator Agreement with an Approved Subsidiary as required under the SecurityAgreement.

# SECTION 3.  Effective Date.  This Amendment shall become effective as ofthe date (the “*EffectiveDate*”) on which theAdministrative Agent shall have received counterparts of this Amendmentexecuted by a duly authorized officer of each party hereto and the Debtor shallhave taken such other action, including delivery of approvals, consents,opinions, documents, fees and instruments, as the Company and theAdministrative Agent may reasonably request.

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# SECTION 4.  Miscellaneous.

## (a)                                  References in theSecurity Agreement.  Upon theeffectiveness of this Amendment, each reference in the Security Agreement to “thisAgreement”, “hereunder”, “hereof”, “herein”, or words of like import shall meanand be a reference to the Security Agreement as amended hereby, and eachreference to the Security Agreement in any other Transaction Document or anyother document, instrument or agreement, executed and/or delivered inconnection with any Transaction Document shall mean and be a reference to theSecurity Agreement as amended hereby.

## (b)                                 Effect on theSecurity Agreement.  Except asspecifically amended hereby, the Security Agreement shall remain in full forceand effect.  This Amendment shall notconstitute a novation of the Security Agreement, but shall constitute anamendment thereof.

## (c)                                  Successors andAssigns.  This Amendment shall bebinding upon and shall inure to the benefit of the parties hereto and their respectivesuccessors and assigns.

## (d)                                 Counterparts.  This Amendment may be executed in any numberof counterparts, and by the different parties hereto on the same or separatecounterparts, each of which shall be deemed to be an original instrument butall of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of asignature page by facsimile shall be effective as delivery of a manuallyexecuted counterpart of this Amendment.

## (e)                                  Headings.  The descriptive headings of the varioussections of this Amendment are inserted for convenience of reference only andshall not be deemed to affect the meaning or construction of any of theprovisions hereof.

## (f)                                    Amendments.  This Amendment may not be amended orotherwise modified except as provided in the Security Agreement.

## (g)                                 GOVERNING LAW.  THIS AMENDMENT (INCLUDING, BUT NOT LIMITEDTO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUEDIN ACCORDANCE WITH,THE LAWS OF THE STATE OF NEW YORK, OTHER THAN THE CONFLICTOF LAW RULES THEREOF.

[Remainder of page leftintentionally blank]

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IN WITNESSWHEREOF, the parties have caused this Amendment to be executed by theirrespective officers thereunto duty authorized, as of the date first abovewritten.

 
|        | FIRST INVESTORS AUTO RECEIVABLES  CORPORATION. |
|--------|------------------------------------------------|
|   |                                           |
|   |                                           |
|   | By:                                            |   |   |
|   | Name: Bennie H. Duck                           |
|   | Title:   Vice President - Treasurer  |
|   |                                           |
|   |                                           |
|   | FIRST INVESTORS FINANCIAL SERVICES, INC.       |
|   |                                           |
|   |                                           |
|   | By:                                            |   |   |
|   | Name: Bennie H. Duck                           |
|   | Title:   Vice President - Treasurer  |
|   |                                           |
|   |                                           |
|   | FIRST INVESTORS SERVICING CORPORATION          |
|   |                                           |
|   |                                           |
|   | By:                                            |   |   |
|   | Name: Bennie H. Duck                           |
|   | Title:   Vice President - Treasurer  |

 

 

[Signaturescontinued on next page]

*[Signaturepage to Amendment Number 2 to the Second Amended and Restated SecurityAgreement for FIARC]*

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|        | WACHOVIA CAPITAL MARKETS, LLC                                              |
|--------|----------------------------------------------------------------------------|
|   |                                                                       |
|   |                                                                       |
|   | By:                                                                        |   |   |
|   | Name:                                                                      |
|   | Title:                                                                     |
|   |                                                                       |
|   |                                                                       |
|   | VARIABLE FUNDING CAPITAL COMPANY LLC                                       |
|   |                                                                       |
|   |                                                                       |
|   | By Wachovia Capital Markets, LLC                                           |
|   | as attorney-in-fact                                                        |
|   |                                                                       |
|   | By:                                                                        |   |   |
|   | Name: Douglas R.  Wilson, Sr.                                              |
|   | Title:   Vice President                                          |
|   |                                                                       |
|   |                                                                       |
|   | WELLS FARGO BANK, NATIONAL ASSOCIATION                                     |
|   | (successor by merger to Wells Fargo Bank Minnesota,  National Association) |
|   |                                                                       |
|   |                                                                       |
|   | By:                                                                        |   |   |
|   | Name: Sue Dignan                                                           |
|   | Title:   Assistant  Vice President                               |
|        |                                                                            |  |  |  |

 

 

[Signaturescontinued on next page]

*[Signaturepage to Amendment Number 2 to the Second Amended and Restated Security Agreementfor FIARC]*

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Agreed to as of the 14th day of February, 2007

WACHOVIA BANK, NATIONAL ASSOCIATION,

as liquidity agent andsole liquidity provider under the Liquidity Purchase Agreement

 
| By:    |   |   |
|--------|--------|--------|
| Name:  |
| Title: |

 

 

[End of signatures]

*[Signaturepage to Amendment Number 2 to the Second Amended and Restated SecurityAgreement for FIARC]*

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