**Exhibit10.134**

EXECUTION COPY

**AMENDMENTNO. 10 TO**

**SECURITY AGREEMENT**

**AMENDMENT NO. 10 TO SECURITYAGREEMENT**, dated as of February 14, 2007 (the “*Amendment*”), by and among FIRSTINVESTORS RESIDUAL FUNDING LP (the “*Debtor*”), FIRST INVESTORS FINANCIALSERVICES, INC., as seller (the “*Seller*”)and WACHOVIA CAPITAL MARKETS, LLC (successor in interest to First UnionSecurities, Inc.), as the deal agent (the “*DealAgent*”) and collateral agent (the “*Collateral Agent*”).

**W I T N E S S E T H:**

**WHEREAS**,the parties hereto entered into the Security Agreement,dated as of December 6, 2001 (as amended, modified and waived to the datehereof, the “*Security Agreement*”);and

**WHEREAS**,the parties to the Security Agreement desire to make certain amendments to theSecurity Agreement;

**NOW,THEREFORE**, in consideration of the foregoing, and therespective agreements, warranties and covenants contained herein, the partieshereto agree, covenant and warrant as follows:

**SECTION1.  DEFINITIONS**

**1.1****                               Interpretation.**  All capitalized terms used herein (includingthe recitals hereto) shall have the respective meanings assigned thereto in theSecurity Agreement unless otherwise defined herein.

**1.2****                               RevisedDefinitions.**

(a)                                  Thedefinition of “Termination Date” in Section 1.1 of the Agreement is herebymodified, amended and restated to read in its entirety as follows:

“Termination Date:  The earliest of (1) the day on which aTermination Event occurs, (2) February 13, 2008 or such later date to which theTermination Date may be extended, if extended, in the sole discretion of eachNoteholder or (3) the Business Day specified in a written notice from theDebtor to the Deal Agent and the Collateral Agent.”

**SECTION 2.  REPRESENTATIONS,WARRANTIES AND COVENANTS**

Debtor and Seller eachhereby represents, warrants that each of the representations and warrantiesmade by or on behalf of such Person in any of the Transaction Documents wastrue and correct when made and is true and correct on and as of the date ofthis Amendment with the

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same full force and effectas if each of such representations and warranties had been made by such Personon the date hereof and in this Amendment. Debtor and the Seller each further represents and warrants to the DealAgent, each Secured Party and the Collateral Agent that:  (i) the execution, delivery and performanceby it of this Amendment are within its corporate powers or limited partnershippowers, as the case may be, have been duly authorized by all necessary action,will not violate any requirement of law or contractual obligation of Debtor orSeller and will not result in, or require, the creation or imposition of anylien on any of their respective properties or revenues, (iii) no authorizationor approval or other action by, and no notice or filing with, any governmentalauthority or regulatory body is required for the due execution, delivery andperformance by it of this Amendment, (iv) this Amendment is its legal, validand binding obligation, enforceable against it in accordance with its terms,except as such enforceability may be limited by bankruptcy, insolvency,reorganization or similar laws affecting creditors’ rights generally and (v) itis in compliance with all applicable Requirements of Law.  The representations and warranties set forthabove shall survive the execution of this Amendment.

**SECTION3.  EFFECTIVENESS OF THIS AMENDMENT**

The terms andprovisions of this Amendment shall be effective on the last to occur of receiptby the Deal Agent of an original of this Amendment fully executed by each ofthe parties hereto.

**SECTION 4.  PROVISIONS OFGENERAL APPLICATION**

**4.1****                               Effectof this Amendment.**  Except asmodified pursuant hereto, no other changes or modifications to the TransactionDocuments are intended or implied and in all other respects each of the TransactionDocuments are hereby specifically ratified, restated and confirmed by allparties hereto as of the effective date hereof. To the extent of conflict between the terms of this Amendment and anyother Transaction Document, the terms of this Amendment shall control.  The Security Agreement and this Amendmentshall be read and construed as one agreement.

**4.2****                               FurtherAssurances.**  Debtor and Seller shallexecute and deliver such additional documents and take such additional actionas may, in the opinion of the Deal Agent, be necessary or desirable toeffectuate the provisions and purposes of this Amendment.

**4.3****                               BindingEffect.**  This Amendment shall bebinding upon and inure to the benefit of each of the parties hereto and theirrespective successors and assigns.

**4.4****                               Survivalof Representations and Warranties.** All representations and warranties made in this Amendment or any otherdocument furnished in connection with this Amendment shall survive theexecution and delivery of this Amendment and the other documents, and noinvestigation by the Deal Agent, the Collateral Agent or any Secured Party orany closing shall affect the representations and warranties or the right ofLenders to rely upon them.

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**4.5****                               Severability.**  Any provision of this Amendment held by a courtof competent jurisdiction to be invalid or unenforceable shall not impair orinvalidate the remainder of this Amendment.

**4.6****                               GoverningLaw.**  **THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADEAND PERFORMED IN SUCH STATE, WITHOUT REFERENCE TO ITS CONFLICT OF LAWSPROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)**.

**4.7****                               Counterparts.**  This Amendment may be executed in any numberof counterparts, but all of such counterparts shall together constitute but oneand the same agreement.

[Remainder of PageIntentionally Left Blank]

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**IN WITNESS WHEREOF**,this Amendment is executed and delivered as of the day and year first abovewritten.

 
| **DEBTOR:**                        | **FIRST INVESTORS RESIDUAL FUNDING LP**      |                                       |
|------------------------------------|----------------------------------------------|--------------------------------------------|
| ** **                         | ** **                                   |                                       |
| ** **                         |                                         | **By:**                                    | **FIALAC Holdings, Inc., its sole general partner** |
| ** **                         | ** **                                   |                                       |
|                               | By:                                          |                                       |   |   |
|                               | Name:                                        | Bennie H. Duck                             |
|                               | Title:                                       | Vice President and Chief Financial Officer |   |
|                               |                                         |                                       |
|                               |                                         |                                       |
| **SELLER:**                        | **FIRST INVESTORS FINANCIAL SERVICES, INC.** |                                       |
| ** **                         | ** **                                   |                                       |
|                               | By:                                          |                                       |   |   |
|                               | Name:                                        | Bennie H. Duck                             |   |
|                               | Title:                                       | Vice President and Chief Financial Officer |   |
|                               |                                         |                                       |
|                               |                                         |                                       |
| [Additional  Signatures to Follow] |                                         |
|                                    |                                              |                                            |  |  |  |  |  |  |

 

[Signature Page to Amendment No. 10 to Security Agreement]

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| **NOTE INVESTOR:**   | **VARIABLE FUNDING CAPITAL COMPANY LLC,** |                               |
|----------------------|-------------------------------------------|------------------------------------|
|                 | ** **                                |                               |
|                 | **By:**                                   | **Wachovia Capital Markets, LLC,** |   |
|                 |                                      | **as  attorney-in-fact**           | ** ** |   |
|                 |                                      |
|                 | By:                                       |                               |   |   |
|                 | Name:                                     |                               |   |   |
|                 | Title:                                    |                               |   |   |
|                 |                                      |                               |
|                 |                                      |                               |
| **DEAL AGENT and**   |                                      |                               |
| **COLLATERAL AGENT** | **WACHOVIA CAPITAL MARKETS, LLC,**        |                               |
|                 | ** **                                |                               |
|                 | By:                                       |                               |   |   |
|                 | Name:                                     |                               |   |
|                 | Title:                                    |                               |   |
|                 |                                      |                               |   |
|                 |                                      |                               |   |
| [End of Signatures]  |
|                      |                                           |                                    |  |  |  |  |  |  |  |  |

 

[SignaturePage to Amendment No. 10 to Security Agreement]

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