TABLE OF CONTENTS

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EXHIBITS

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AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of May 26, 2005, between TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“ TFC ”), as transferor, and TEXTRON RECEIVABLES CORPORATION III, a Delaware corporation (“ TRC III ”), as transferee, and acknowledged by TEXTRON FINANCIAL INVESTMENT CORPORATION, a Rhode Island passive investment company (“ TFIC ”).

WHEREAS, TFIC and TRC III are parties to that certain Receivables Purchase Agreement, dated as of March 30, 2001 (as heretofore amended, the “ Prior Purchase Agreement ”);

WHEREAS, TFC had previously contributed certain of such existing and future payment obligations generated under the accounts relating to such revolving credit facilities from time to time to TFIC pursuant to a Receivables Contribution Agreement, dated as of March 30, 2001, as amended (the “ Receivables Contribution Agreement ”), which payment obligations were further conveyed to TRC III under the Prior Purchase Agreement;

WHEREAS, TFIC desires to assign all of its rights and obligations under the Prior Purchase Agreement to TFC, and TFC desires to acquire all of TFIC’s rights and assume all of TFIC’s obligations under the Prior Purchase Agreement, and in connection therewith, amend and restate the Prior Purchase Agreement, all on the terms and conditions set forth herein;

WHEREAS, TFC in the ordinary course of its business finances the purchase of floorplan inventory by certain dealers and otherwise provides financing to certain dealers under revolving credit facilities, thereby generating payment obligations under such revolving credit facilities;

WHEREAS, subject to certain conditions, current and future Affiliates of TFC may finance the purchase of floorplan inventory by certain dealers and otherwise provide financing to certain dealers under revolving credit facilities and generate payment obligations under such revolving credit facilities and convey those payment obligations from time to time to TFC pursuant to one or more Receivables Transfer Agreements;

WHEREAS, TFC wishes to sell to TRC III certain of such existing and future payment obligations generated by TFC under the accounts originated or acquired by it or otherwise acquired from one of its Affiliates pursuant to a Receivables Transfer Agreement;

WHEREAS, TRC III desires to sell or continue to sell all of such payment obligations to Textron Financial Floorplan Master Note Trust (the “ Trust ”) pursuant to an Amended Sale and Servicing Agreement, dated as of May 26, 2005 (as may from time to time be amended, supplemented or otherwise modified, the “ Sale and Servicing Agreement ”), among the Seller, as transferor, TFC, as servicer (in such capacity, the “ Servicer ”), the Trust and The Bank of New York, as indenture trustee (in such capacity, the “ Indenture Trustee ”); and

WHEREAS, the Trust will continue to pledge all such payment obligations to the Indenture Trustee pursuant to the Indenture for the benefit of the Holders.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.1   Definitions .  Certain capitalized terms used in this Agreement shall have the respective meanings assigned to them in the Sale and Servicing Agreement.  All references herein to “the

Agreement” or “this Agreement” are to this Receivables Purchase Agreement as it may be amended and supplemented from time to time, and all references herein to Articles, Sections and subsections are to Articles, Sections and subsections of this Agreement unless otherwise specified.  The rules of construction set forth in Section 1.2 of the Sale and Servicing Agreement shall be applicable to this Agreement.

ARTICLE II
CONVEYANCE OF RECEIVABLES

SECTION 2.1   Conveyance of Receivables .  (a)  TFIC previously sold, transferred, assigned, set over and otherwise conveyed to TRC III on the Initial Closing Date, in the case of the Initial Accounts and each other Account designated under the Prior Purchase Agreement as an Additional Account since the Initial Closing Date, all of its right, title and interest in, to and under the Receivables (including all interest thereon accruing after the Initial Cut-Off Date or the related Addition Date, whether paid or payable) that arose under each Account and all Collateral Security with respect thereto owned by TFIC at the close of business on the Initial Cut-Off Date, in the case of the Initial Accounts, or the related Addition Date, in the case of each other Account designated under the Prior Purchase Agreement as an Additional Account since the Initial Closing Date, and all monies due or to become due thereon and all amounts received with respect thereto (including Collections), together with any Recoveries in respect thereof and all proceeds of any of the foregoing.  TFC does hereby transfer, assign, sell, set over and otherwise convey, without recourse (except as expressly provided herein), to TRC III on the date hereof in the case of all Accounts designated under the Prior Purchase Agreement as of the date hereof, and on the applicable Addition Date, in the case of Additional Accounts, all of its right, title and interest in, to and under the Receivables (including all interest thereon accruing after the applicable cut-off date therefor or Addition Date, as applicable, whether paid or payable) that arise under each Account and all Collateral Security with respect thereto owned by TFC at the close of business on the date hereof, in the case of all Accounts designated as of the date hereof, and on the applicable Additional Cut-Off Date, in the case of Additional Accounts, and all monies due or to become due thereon and all amounts received with respect thereto (including Collections), together with any Recoveries in respect thereof and all proceeds of any of the foregoing.  For purposes of this Agreement, proceeds shall include “proceeds” as defined in Section 9-102(64) of the UCC as in effect in TFC’s jurisdiction of organization.

Subject to Article VI , prior to the earlier of (x) the occurrence of an Early Amortization Event specified in Section 5.17 of the Indenture or any Series Supplement and (y) the Trust Termination Date, as of each Business Day on which Receivables are created or deemed to be created in the Accounts (a “ Transfer Date ”), TFC does hereby transfer, assign, sell, set over and otherwise convey, without recourse (except as expressly provided herein) to TRC III, all of its right, title and interest in, to and under the Receivables that arise under each Account (other than any Receivables created or deemed to be created in any Designated Account from and after the applicable Removal Commencement Date) and all Collateral Security with respect thereto owned by TFC at the close of business on such Transfer Date and not theretofore conveyed to TRC III, all monies due or to become due and all amounts received with respect thereto (including Collections), together with any Recoveries in respect thereof, and all proceeds of all of the foregoing.

TFC does hereby transfer, assign, sell, set over and otherwise convey, without recourse (except as expressly provided herein) to TRC III, all of its rights, remedies, powers and privileges with respect to the Receivables under each Receivables Transfer Agreement and all proceeds thereof.

The assets conveyed or to be conveyed pursuant to this Agreement are referred to herein as the “ Conveyed Assets ”.  The foregoing sale, transfer, assignment, set-over and conveyance and any subsequent sale, transfers, assignments, set-overs and conveyances do not constitute, and are not intended

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to result in, the creation or an assumption by TRC III of any obligation of the Servicer, TFC or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers.

TFIC hereby transfers and assigns, and TFC hereby accepts and assumes, all of TFIC’s rights and obligations under the Prior Purchase Agreement, including by that certain note dated as of March 30, 2001, as heretofore amended or modified, made by TRC III in favor of TFIC attached hereto as Exhibit C (the “TRC III Subordinated Note”) in an initial principal amount equal to $166,545,418.85.  The purchase price for the Conveyed Assets sold by TFC to TRC III on each Addition Date and on each Transfer Date on and after the date hereof shall be payable in arrears on each Payment Date for Receivables sold during the prior Collection Period at a price agreed to by TRC III and TFC at the time of acquisition by TRC III, which price shall not, in the opinion of TRC III, be materially less favorable to TRC III than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such Receivables and other pertinent factors; provided that such consideration shall in any event not be less than reasonably equivalent value therefor.  If and to the extent that TRC III shall not have funds available to pay TFC the purchase price for the Receivables transferred, an amount equal to the portion of the purchase price for such Receivables for which TRC III shall not have the funds shall be deemed to be a capital contribution from TFC to TRC III in such amount.  Nothing in this Agreement or any other Basic Document shall prohibit or otherwise restrict TFC from making one or more capital contributions to TRC III in cash.

It is the express intent of the parties hereto that other than for federal, state and local income or franchise tax purposes, the sales, transfers and assignments of the Conveyed Assets on the Initial Closing Date and each Addition Date and Transfer Date shall constitute an absolute sale or contribution of the Conveyed Assets such that the Conveyed Assets shall be removed from the bankruptcy estate of TFC pursuant to 11 U.S.C. Section 541, as in effect on the date hereof and as and to the extent that the same may be amended by the Bankruptcy Reform Act of 1999 or similar legislation that may be introduced subsequent to the date of this Agreement.

If any of the sales, contributions, assignments and transfers of the Conveyed Assets to TRC III pursuant to this Agreement, other than for federal, state and local income or franchise tax purposes, is held or deemed not to be a sale or absolute transfer or is held or deemed to be a pledge of security for a loan, TFC intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, with respect to such property and proceeds thereof (including all Conveyed Receivables and related property), TFC shall be deemed to have granted to TRC III as of the date hereof and each Addition Date and Transfer Date, a security interest in the entire right, title and interest of TFC in and to such property and the proceeds thereof.  In such event, with respect to such property, this Agreement shall constitute, and hereby is deemed by the parties to be, a security agreement under applicable law.

(b)                                  In connection with such sales, TFC agrees to send to the applicable filing offices for filing and recordation, at its own expense, on or prior to the date hereof, in the case of the Accounts designated under the Prior Purchase Agreement, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts, a UCC-1 financing statement (and continuation statements when applicable) with respect to the Conveyed Receivables now existing or hereafter created and the related Collateral Security in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of such Conveyed Receivables and Collateral Security to TRC III, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to TRC III promptly upon receipt thereof.

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(c)                                   In connection with such sales, TFC acknowledges that it has caused on or prior to the Initial Closing Date, in the case of the Initial Accounts, and TFC agrees that it will cause, on or prior to the date hereof, in the case of Additional Accounts which have been designated for inclusion as Accounts and not removed since the Initial Closing Date, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Commencement Date, in the case of Removed Accounts:  (i) to indicate in its computer files that the Receivables then existing and thereafter created in connection with the Accounts (other than Removed Accounts) and the related Collateral Security have been sold to the Trust; and (ii) to deliver to TRC III a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Initial Cut-Off Date, in the case of Initial Accounts, as of the date hereof, in the case of Additional Accounts which have been designated for inclusion as Accounts and not removed since the Initial Closing Date, and the applicable Additional Cut-Off Date, in the case of Additional Accounts (x) its account number, (y) the aggregate amount of Principal Receivables in such Account and (z) the aggregate amount outstanding in such Account.  Such file or list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement.

SECTION 2.2   Representations and Warranties of TFC Relating to TFC and this Agreement .  TFC hereby represents and warrants to TRC III as of each Initial Closing Date that:

(a)                                   Organization and Good Standing .  TFC is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware, with the power and authority under its certificate of incorporation and by-laws and under the laws of Delaware to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b)                                  Due Qualification .  TFC is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would materially and adversely affect TFC’s ability to transfer the Conveyed Assets being conveyed by it to TRC III pursuant to this Agreement or the validity or enforceability of the Conveyed Assets.

(c)                                   Power and Authority .  TFC has the power and authority under its certificate of incorporation and by-laws and under the laws of Delaware to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out their respective terms.  TFC has full power and authority to sell and assign the property to be sold and assigned to TRC III, and TFC shall have duly authorized such sale and assignment to TRC III by all necessary corporate action.  The execution, delivery and performance of this Agreement and the other Basic Documents to which TFC is a party have been duly authorized by TFC by all necessary corporate action.

(d)                                  Binding Obligation .  This Agreement and the other Basic Documents to which TFC is a party, when duly executed and delivered by the other parties hereto and thereto, shall constitute legal, valid and binding obligations of TFC, enforceable against TFC in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and relating to general principles of equity (whether applied in a proceeding at law or in equity).

(e)                                   No Violation .  The consummation of the transactions contemplated by this Agreement and the other Basic Documents and the fulfillment of the terms of this Agreement and the other Basic Documents shall not conflict with, result in any breach of any of the terms or provisions of or constitute (with or without notice or lapse of time or both) a default under, the by-laws and certificate of incorporation of TFC or any indenture, agreement, mortgage, deed of trust or other instrument to which

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TFC is a party or by which it is bound, or result in the creation or imposition of any Lien (other than any Permitted Lien) upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement and the other Basic Documents, or violate any law, order, rule or regulation applicable to TFC of any Governmental Authority having jurisdiction over TFC, except to the extent that any such conflict, breach, default, Lien or violation does not have a material adverse effect on the business, financial condition or results of operation of TFC or on the ability of TFC to perform its obligations under this Agreement.

(f)                                     No Proceedings .  There are no proceedings or investigations pending or, to TFC’s knowledge, threatened, against TFC before any Governmental Authority having jurisdiction over TFC or its properties:  (i) asserting the invalidity of this Agreement or any other Basic Document; (ii) seeking to prevent the issuance of the Investor Interests or the consummation of any of the transactions contemplated by this Agreement or any other Basic Document; (iii) seeking any determination or ruling that might materially and adversely affect the performance by TFC of its obligations under, or the validity or enforceability of, this Agreement or any other Basic Document; or (iv) seeking to adversely affect the federal income tax attributes of the Trust or the Investor Interests.

(g)                                  No Consents .  TFC is not required to obtain the consent of any other party or any consent, license, approval, registration, authorization or declaration of or with any Governmental Authority in connection with the execution, delivery or performance of this Agreement or any other Basic Document to which it is a party that has not already been obtained.

(h)                                  Record of Accounts .  As of the date hereof, in the case of Accounts designated under the Prior Purchase Agreement, as of the applicable Addition Date, in the case of the Additional Accounts, and as of the applicable Removal Commencement Date, in the case of Removed Accounts, Schedule 1 to this Agreement is an accurate and complete listing in all material respects of all the Accounts as of the date hereof, the applicable Additional Cut-Off Date or the applicable Removal Commencement Date, as the case may be, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Initial Cut-Off Date, such applicable Additional Cut-Off Date or such Removal Commencement Date, as the case may be.

(i)                                      Valid Transfer .  This Agreement or, in the case of Additional Accounts, the related Assignment, constitutes either a valid sale, transfer and assignment to TRC III of all right, title and interest of TFC in and to, or the grant of a security interest in, the related Conveyed Receivables and the Collateral Security and the proceeds thereof and, upon the filing of the financing statements described in Section 2.1 in such manner and in such jurisdictions as are necessary to perfect the sales, transfers and assignments of the Receivables and Financed Assets and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, TRC III shall have a first priority perfected security interest (subject to Permitted Liens) in such property.  Except as otherwise provided in this Agreement or the other Basic Documents and except for Permitted Liens, neither TFC nor any Person claiming through or under TFC has any claim to or interest in the Conveyed Assets.

(j)                                      Legal Name; Location .  TFC’s sole jurisdiction of organization is the State of Delaware and such jurisdiction has not changed within four months prior to the date of this Agreement.  TFC’s principal place of business and chief executive office is located at 40 Westminster Street, Providence, Rhode Island 02940-6687, and such location has not changed within four months prior to the date of this Agreement.  TFC’s exact legal name is Textron Financial Corporation and its organizational identification number is 0579312.

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(k)                                   Ownership of the Seller .  TFC owns of record all of the issued and outstanding common stock of TRC III, all of which has been validly issued, is fully paid and nonassessable and is owned free and clear of all Liens, warrants, options and rights to purchase.  Except as set forth in Section 5.1 , TFC shall directly or indirectly own all of such stock for so long as the Investor Interests are outstanding.

The representations and warranties set forth in this Section 2.2 shall survive the sale, transfer and assignment of the Conveyed Receivables to TFIC.  Upon discovery by TFC or TRC III and any of its successors or assigns of a breach of any of the representations and warranties set forth in this Section 2.2 , the party discovering such breach shall give prompt written notice to the other parties.

If the Indenture Trustee or the Interestholders shall have exercised their right to have the Investor Interests redeemed pursuant to Section 10.1 of the Indenture as a result of any breach of any of the representations and warranties set forth in this Section 2.2 , TFC shall deposit into the Collection Account in immediately available funds on the Business Day preceding the Redemption Date, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Series Supplement.  The obligation of TFC to make the deposit specified in this Section 2.2 shall constitute the sole remedy to TRC III, the Trust, the Interestholders, the Indenture Trustee on behalf of the Interestholders or any other Person as a result of the breach of the representations and warranties set forth in this Section 2.2 .

SECTION 2.3   Representations and Warranties of TFC Relating to the Receivables .

(a)                                   Representations and Warranties .  TFC makes the following representations and warranties with respect to the Conveyed Assets being conveyed by it to TRC III, on which TRC III relies in accepting such Conveyed Assets.  Such representations and warranties speak as of the date of this Agreement and with respect to each Conveyed Asset transferred on a Transfer Date after the date of this Agreement, as of the Transfer Date on which TFC conveys such Conveyed Assets to TRC III:

(i)                                      Title .  TFC is conveying all of its right, title and interest in such Conveyed Assets to TRC III.

(ii)                                   Liens .  Each Conveyed Receivable and the related Financed Assets conveyed to TRC III by TFC has been conveyed to TRC III free and clear of any Lien of any Person claiming through or under TFC or any of its Affiliates (other than Permitted Liens).

(iii)                                Enforceability . This Agreement creates a valid and continuing ownership interest in TRC III with respect to all of TFC’s right, title and interest in, to and under the Conveyed Assets which (a) is enforceable against creditors of and purchasers from TFC, as such enforceability may be limited by applicable law, now or hereafter in effect, and by general principles of equity (whether considered in a suit at law or in equity), and (b) will be prior to all other Liens (other than Permitted Liens) in such property.

(iv)                               Characterization . The Receivables constitute “accounts”, “general intangibles” or “chattel paper” within the meaning of UCC Section 9-102.

(v)                                  Creation . Immediately prior to its conveyance of the Conveyed Assets pursuant to this Agreement, TFC owns and has good and marketable title to such Conveyed Assets free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens).

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(vi)                               Perfection . TFC has caused, or will have caused within ten (10) days after the date hereof or any applicable Addition Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect TRC III’s ownership of such Conveyed Assets. TFC has taken all steps necessary to perfect its security interest against the related Dealer in the property securing the related Receivables.

(vii)                            Priority . Other than the ownership interests transferred to TRC III pursuant to this Agreement, TFC has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Conveyed Assets except as permitted by this Agreement. TFC has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Conveyed Assets other than any financing statement (i) in favor of TRC III and its assignees, (ii) that has been terminated, or (iii) that has been granted pursuant to the terms of the Basic Documents. None of the chattel paper that constitutes or evidences the Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than TRC III. TFC is not aware of any judgment lien or tax lien filings against it.

(viii)                         Survival of Perfection Representations . Notwithstanding any other provision of this Agreement or any other Basic Document, the representations contained in this Section 2.3(a) shall be continuing and remain in full force and effect.

(ix)                                 No Waiver . The parties to this Agreement shall not: (i) without the consent of the other parties, waive any of the representations and warranties in this Section 2.3(a) (the “ Perfection Representations ”); and (ii) without the consent of S&P (if S&P is then rating any outstanding Series) waive a breach of any of the Perfection Representations.

(b)                                  Notice of Breach .  The representations and warranties set forth in Section 2.3(a) shall survive the transfer and assignment of the Receivables to TRC III.  Upon discovery by TFC or TRC III of a breach of any of the representations and warranties set forth in Section 2.3(a) , the party discovering such breach shall give prompt written notice to the other party.

(c)                                   Deemed Collection or Repurchase .  If any representation or warranty under Section 2.3(a) of this Agreement is not true and correct as of the date specified therein with respect to any Receivable or Account and TRC III, in connection therewith, is required to be responsible for a Deemed Collection Payment with respect to such Receivables or, at its option, to repurchase such Receivable or all Receivables in such Account pursuant to Section 2.4 of the Sale and Servicing Agreement, then when TRC III is required to make such Deemed Collection Payment or, if TRC III exercises its option to accept reassignment of any such Receivables, concurrently with such reassignment to TRC III under the Sale and Servicing Agreement, TFC shall be required to make a Deemed Collection Payment with respect to such Receivables or, at its option, purchase such Receivables, on the terms and conditions set forth in the next paragraph.

TFC shall effect any purchase of Receivables by paying to TRC III in immediately available funds an amount equal to the Purchase Price of such reassigned Receivables.

Upon any purchase and each such payment of the related Purchase Price, TRC III shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to TFC, without recourse, representation or warranty, all right, title and interest of TRC III in and to such Receivables, all monies due or to become due with respect thereto, the Collateral Security and all proceeds thereof.  TRC III shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by TFC to effect the conveyance of any such

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Receivables pursuant to this Section 2.3(c) .  The obligations of TFC to make a Deemed Collection Payment with respect to such Receivables, or to make the payments of the Purchase Price required to be made as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to TRC III, the Trust, the Residual Interestholder, the Owner Trustee on behalf of the Residual Interestholder, the Interestholders or the Indenture Trustee on behalf of the Interestholders.

SECTION 2.4   Addition of Accounts .

(a)                                   TFC may from time to time offer to voluntarily designate additional Accounts to be included as Accounts, subject to the conditions specified in Section 2.4(b) .  Receivables and the related Collateral Security from such Additional Accounts shall be sold to TRC III effective on a date (the “ Addition Date ”) specified in a written notice provided by TFC (or the Servicer on its behalf) to TRC III specifying the Additional Cut-Off Date and the Addition Date for such Additional Accounts (the “ Addition Notice ”) on or before the tenth Business Day but not more than the 30th day prior to the related Addition Date (the “ Notice Date ”).

(b)                                  TFC shall be permitted to convey to TRC III the Receivables and all Collateral Security related thereto in any Additional Accounts designated by TFC as such pursuant to Section 2.4(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date:

(i)                                      TFC shall have delivered to TRC III a duly executed written assignment (including an acceptance by TRC III) in substantially the form of Exhibit A (the “ Assignment ”) and any computer file or microfiche or written list required to be delivered pursuant to Section 2.1 .

(ii)                                   TFC shall, to the extent that TRC III is required to make any related deposit pursuant to Section 4.2 of the Sale and Servicing Agreement, have delivered to TRC III for deposit in the Collection Account all Collections with respect to such Additional Accounts since the Additional Cut-Off Date.

(iii)                                (A) Other than selection procedures required by the Basic Documents, no selection procedures reasonably believed by TFC to be materially adverse to the interests of TRC III or the Holders were used in selecting such Additional Accounts; (B) the list of Additional Accounts delivered pursuant to clause (i) above is true and correct in all material respects as of the Additional Cut-Off Date and (C) as of each of the Notice Date and the Addition Date, TFC is not insolvent nor will have been made insolvent by such transfer nor is aware of any pending insolvency.

(iv)                               The addition of the Receivables arising in such Additional Accounts shall not result in the occurrence of an Early Amortization Event for any Series of Investor Interests.

(v)                                  TFC shall have delivered to TRC III and any Agent a certificate confirming the items set forth in paragraphs (i) through (iv) above.

(vi)                               TFC shall have delivered notice to each of the Rating Agencies on or before the