Exhibit
10.136


EXECUTION COPY


AMENDMENT NUMBER 2
TO SECOND AMENDED AND RESTATED SECURITY AGREEMENT


(FIARC)


THIS
AMENDMENT NUMBER 2 TO SECOND AMENDED AND RESTATED SECURITY AGREEMENT, dated as
of February 14, 2007 (this “Amendment”),
is entered into by and among FIRST INVESTORS AUTO RECEIVABLES CORPORATION, a
Delaware corporation (the “Debtor”),
FIRST INVESTORS FINANCIAL SERVICES, INC., a Texas corporation (“FIFS” or “Seller”), FIRST INVESTORS SERVICING
CORPORATION, a Delaware corporation (“FISC”
or the “Servicer”),
VARIABLE FUNDING CAPITAL COMPANY LLC (successor by assignment from Blue Ridge
Asset 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 otherwise
defined herein are used as defined in the Security Agreement (as defined
below).


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


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


NOW
THEREFORE, in consideration of the premises and the other mutual covenants
contained herein, the parties hereto agree as follows:


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


(a)                                  The definitions of “Credit
Insurance” and “VSI Insurance” in Section 1.1 of the Security Agreement are
hereby deleted in their entirety.


(b)                                 The definition of “Eligible
Receivables” in Section 1.1 of the Security Agreement is hereby amended as
follows:


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


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


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



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“Liquidation Proceeds:                      All monies
collected in connection with the disposition of any Financed Vehicle, from
whatever source, securing a Defaulted Receivable, net of the sum of (x) any
amounts reasonably expended by the Servicer in connection with the liquidation
of such Financed Vehicle for the account of the Obligor and (y) any such
amounts required by law to be remitted to the Obligor.”


(d)                                 Clause (i) of the
definition of “Termination Date” in Section 1.1 of the Security Agreement is
hereby 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” from
clause (iii).


(f)                                    Section
6.1(p) is hereby amended by replacing “66” before the word “months” with “67”.


(g)                                 Section
6.1(z) is hereby amended and restated in its entirety as follows:


“(z)                             FIFSG’s
Shareholder’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 occurring
during the period beginning on the date hereof and ending on July 31,
2007,  and (b) 7.0% measured as of the
end of each fiscal quarter of FIFSG for each fiscal quarter occurring during
the period beginning on August 1, 2007 and ending on the Termination Date; and”.


(h)                                 The
last proviso of Section 7.8(a) of the Security Agreement is hereby deleted in
its entirety and replaced with the following proviso:


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


SECTION 2.  Approval of Approved Third Party Originator.  The Administrative Agent hereby approves
Interactive Financial Acceptance as an Approved Third Party Originator; provided
that Interactive Financial Acceptance enters into an Approved Third Party
Originator Agreement with an Approved Subsidiary as required under the Security
Agreement.


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



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SECTION 4.  Miscellaneous.


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


(b)                                 Effect on the
Security Agreement.  Except as
specifically amended hereby, the Security Agreement shall remain in full force
and effect.  This Amendment shall not
constitute a novation of the Security Agreement, but shall constitute an
amendment thereof.


(c)                                  Successors and
Assigns.  This Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.


(d)                                 Counterparts.  This Amendment may be executed in any number
of counterparts, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument but
all of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page by facsimile shall be effective as delivery of a manually
executed counterpart of this Amendment.


(e)                                  Headings.  The descriptive headings of the various
sections of this Amendment are inserted for convenience of reference only and
shall not be deemed to affect the meaning or construction of any of the
provisions hereof.


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


(g)                                 GOVERNING LAW.  THIS AMENDMENT (INCLUDING, BUT NOT LIMITED
TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH,THE LAWS OF THE STATE OF NEW YORK, OTHER THAN THE CONFLICT
OF LAW RULES THEREOF.


[Remainder of page left
intentionally blank]



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IN WITNESS
WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duty authorized, as of the date first above
written.


 


	
  

  	
  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

  



 


 


[Signatures
continued on next page]


[Signature
page to Amendment Number 2 to the Second Amended and Restated Security
Agreement for FIARC]













 


	
  

  	
  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

  
					



 


 


[Signatures
continued on next page]


[Signature
page to Amendment Number 2 to the Second Amended and Restated Security Agreement
for FIARC]













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


WACHOVIA BANK, NATIONAL ASSOCIATION,


as liquidity agent and
sole liquidity provider under the Liquidity Purchase Agreement


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


 


[End of signatures]


[Signature
page to Amendment Number 2 to the Second Amended and Restated Security
Agreement for FIARC]