<PAGE>


                                                                   Exhibit 10.45

                                                                EXECUTION COPY

                        INSURANCE AND INDEMNITY AGREEMENT

                                      among

                          RADIAN ASSET ASSURANCE INC.,

                    TFC AUTOMOBILE RECEIVABLES TRUST 2002-2,

                         TFC RECEIVABLES CORPORATION VI,

                              THE FINANCE COMPANY,

                 WELLS FARGO FINANCIAL SERVICING SOLUTIONS, LLC

                                       and

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

                           Dated as of October 9, 2002

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                 <C>
ARTICLE I  DEFINITIONS .............................................................................  2

   Section 1.01.  General Definitions ..............................................................  2
   Section 1.02.  Generic Terms .................................................................... 11
   Section 1.03.  Computation of Time Periods ...................................................... 11

ARTICLE II  THE POLICY AND REIMBURSEMENT ........................................................... 11

   Section 2.01.  Policy ........................................................................... 11
   Section 2.02.  Conditions Precedent ............................................................. 11
   Section 2.03.  Premium Letter ................................................................... 15
   Section 2.04.  Reimbursement Obligations. ....................................................... 15
   Section 2.05.  Assignment and Other Rights upon Payments under the Policy. ...................... 16
   Section 2.06.  Subrogation;  Further Assurances. ................................................ 16
   Section 2.07.  Indemnification by TFC; Conduct of Actions or Proceedings; Contribution. ......... 17
   Section 2.08.  Indemnification by TFCRC VI; Conduct of Actions or Proceedings; Contribution...... 19
   Section 2.09.  Other Payment Obligations. ....................................................... 21
   Section 2.10.  Payments, Generally. ............................................................. 22

ARTICLE III  REPRESENTATIONS AND WARRANTIES ........................................................ 22

   Section 3.01.  Representations and Warranties with respect to TFC and TFCRC VI .................. 22
   Section 3.02.  Representations and Warranties of the Issuer ..................................... 28

ARTICLE IV  COVENANTS .............................................................................. 32

   Section 4.01.  Covenants of TFCRC VI and TFC .................................................... 32
   Section 4.02.  Negative Covenants with Respect to TFCRC VI and TFC .............................. 43
   Section 4.03.  Affirmative Covenants of the Issuer .............................................. 46
   Section 4.04.  Negative Covenants on Behalf of the Issuer ....................................... 51

ARTICLE V  FURTHER AGREEMENTS ...................................................................... 52

   Section 5.01.  Effective Date; Term of Insurance Agreement ...................................... 53
   Section 5.02.  Obligations Absolute. ............................................................ 53
   Section 5.03.  Assignments; Reinsurance; Third-Party Rights. .................................... 54
   Section 5.04.  Liability of Radian .............................................................. 55

ARTICLE VI  EVENTS OF DEFAULT; REMEDIES ............................................................ 55

   Section 6.01.  Insurance Agreement Events of Default ............................................ 55
   Section 6.02.  Remedies; Waivers. ............................................................... 59

ARTICLE VII  MISCELLANEOUS PROVISIONS .............................................................. 60

   Section 7.01.  Amendments, Etc .................................................................. 60
   Section 7.02.  Notices .......................................................................... 60
</TABLE>

                                        i

<PAGE>

Section 7.03.  No Waiver; Remedies and Severability .... 62
Section 7.04.  Payments. ............................... 62
Section 7.05.  Governing Law ........................... 63
Section 7.06.  Counterparts ............................ 63
Section 7.07.  Paragraph Headings, Etc ................. 63
Section 7.08.  No Petition ............................. 63
Section 7.09.  Consent to Jurisdiction ................. 63
Section 7.10.  Consent of Radian ....................... 64
Section 7.11.  Jury Trial Waiver ....................... 64
Section 7.12.  Limitation of Liability. ................ 65
Section 7.13.  Third Party Beneficiary ................. 65
Section 7.14.  Entire Agreement ........................ 65

                                       ii

<PAGE>

                        INSURANCE AND INDEMNITY AGREEMENT

         THIS INSURANCE AND INDEMNITY AGREEMENT (this "Insurance Agreement") is
made as of October 9, 2002 among Radian Asset Assurance Inc., a financial
guaranty insurance company incorporated in the State of New York, as note
insurer ("Radian"), TFC Automobile Receivables Trust 2002-2, a Delaware
statutory trust (individually, the "Trust"), as issuer (the "Issuer"), TFC
Receivables Corporation VI, a Delaware corporation ("TFCRC VI"), The Finance
Company, a Virginia corporation (individually, "TFC") and as servicer (together
with its successors and assigns in such capacity, including without limitation
the Back-up Servicer (as defined below) and any successor servicer appointed
pursuant to the Sale and Servicing Agreement (as defined below), the
"Servicer"), Wells Fargo Bank Minnesota, National Association, a national
banking association (individually "Wells Fargo"), as trustee (together with its
successors and assigns, in such capacity, the "Trustee"), as trust collateral
agent (together with its successors and assigns, in such capacity, the "Trust
Collateral Agent"), as back-up servicer (together with its successors and
assigns, in such capacity, the "Back-up Servicer") and as post office box owner
(together with its successors and assigns, in such capacity, the "P.O. Box
Owner"), and Wells Fargo Financial Servicing Solutions, LLC, as "Successor
Servicer" under the Sale and Servicing Agreement (together with its successors
and assigns, in such capacity, the "Successor Servicer").

                             PRELIMINARY STATEMENTS

         The Issuer will issue (a) the TFC 2.95% Asset Backed Notes, Series
2002-2 (the "Notes") pursuant to the Indenture, dated as of October 9, 2002,
among the Insurer, the Issuer and Wells Fargo as Trustee and Trust Collateral
Agent (as the same may be amended, restated, supplemented or otherwise modified
from time to time in accordance with its terms and the terms hereof the
"Indenture") and (b) a certificate (the "Certificate") pursuant to the Trust
Agreement, dated as of October 9, 2002, between Wilmington Trust Company as
owner trustee (together with its successors and assigns, in such capacity, the
"Owner Trustee") and TFCRC VI as depositor (as the same may be amended,
restated, supplemented or otherwise modified from time to time in accordance
with its terms and the terms hereof, the "Trust Agreement").

         Pursuant to the Indenture, the Issuer will grant to the Trust
Collateral Agent for the benefit of the Trustee on behalf of the Noteholders and
Radian, to secure repayment of the Notes (and other related amounts), a security
interest in collateral consisting of all of the Issuer's right, title and
interest in, to and under a pool of receivables, including, among other types of
receivables, receivables of retail installment sale contracts secured by the
financed vehicles and certain other assets and rights, all as more fully set
forth in the Indenture (the "Collateral"). Such receivables and related assets
constituting a part of the Collateral are being sold to the Issuer pursuant to
the Sale and Servicing Agreement, dated as of October 9, 2002, among the Issuer,
TFCRC VI as seller (the "Seller"), the Servicer, Radian, the Trust Collateral
Agent, the Back-up Servicer and the Successor Servicer (as the same may be
amended, restated, supplemented or otherwise modified from time to time in
accordance with its terms and the terms hereof, the "Sale and Servicing
Agreement"); and

<PAGE>

         Radian is authorized to transact a financial guaranty insurance
business in the State of New York and has agreed, subject to the terms and
conditions of this Insurance Agreement, to issue to the Trustee, for the benefit
of the Noteholders, a financial guaranty insurance policy substantially in the
form of Exhibit A hereto (the "Policy"); and

         The parties hereto, among other things, desire to specify the
conditions precedent to the issuance by Radian of the Policy, the obligations of
the Issuer, the Servicer, the Back-up Servicer, the P.O. Box Owner, the
Successor Servicer, TFC and TFCRC VI, as applicable, to make payments in respect
of premiums, reimbursement obligations and other amounts relating to the Policy,
and to perform certain other obligations in respect of the issuance of the
Policy, and to provide for certain other matters related thereto.

         NOW, THEREFORE, in consideration of the premises and of the agreements
herein contained, Radian, the Issuer, the Servicer, TFCRC VI, the Trustee, the
Trust Collateral Agent, the Back-up Servicer, the P.O. Box Owner and the
Successor Servicer agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01. General Definitions. The terms defined in this Article I
shall have the meanings provided herein for all purposes of this Insurance
Agreement, unless the context clearly requires otherwise, in both singular and
plural form, as appropriate. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Indenture or the
Sale and Servicing Agreement (as applicable).

         "Affiliate" means, as to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" or
"controlled" have meanings correlative to the foregoing.

         "Back-up Servicer" has the meaning assigned to such term in the
preamble above.

         "Certificate" has the meaning assigned to such term in the Preliminary
Statements above.

         "Closing Date" means October 9, 2002.

         "Collateral" has the meaning assigned to such term in the Indenture.

         "Commonly Controlled Entity" means TFC and each entity, whether or not
incorporated, which is affiliated with TFC pursuant to Section 414(b), (c), (m)
or (o) of the Code.

         "Cumulative Net Loss Rate" means with respect to any Determination
Date, the fraction, expressed as a percentage, the numerator of which is equal
to the aggregate amount of Net Losses through the end of the related Monthly
Period for such Determination Date and the denominator of which is equal to the
Original Pool Balance.

2

<PAGE>

         "Cumulative Net Loss Test Failure" means with respect to any
Determination Date described below, the Cumulative Net Loss Rate shall be
greater than the percentage set forth below opposite the description of such
Determination Date:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                          Period                                        Maximum Percentage

-----------------------------------------------------------------------------------------------
<S>                                                                     <C>
For the August, September and October 2002 Determination                       1.32%
Dates
-----------------------------------------------------------------------------------------------
For the November and December 2002 and January 2003                            4.58%
Determination Dates
-----------------------------------------------------------------------------------------------
For the February, March and April 2003 Determination Dates                    11.00%
-----------------------------------------------------------------------------------------------
For the May, June and July 2003 Determination Dates                           17.15%
-----------------------------------------------------------------------------------------------
For the August, September and October 2003 Determination                      17.45%
Dates
-----------------------------------------------------------------------------------------------
For the November and December 2003 and January 2004                           18.10%
Determination Dates
-----------------------------------------------------------------------------------------------
For the February, March and April 2004 Determination Dates                    18.95%
-----------------------------------------------------------------------------------------------
For the May, June and July 2004 Determination Dates                           19.36%
-----------------------------------------------------------------------------------------------
For the August, September and October 2004 Determination                      20.22%
Dates
-----------------------------------------------------------------------------------------------
For the November and December 2004 and January 2005                           21.06%
Determination Dates
-----------------------------------------------------------------------------------------------
For the February 2005 Determination Date and thereafter                       21.97%
-----------------------------------------------------------------------------------------------
</TABLE>

         "Date of Issuance" has the meaning assigned to such term in the Policy.

         "Deemed Cured" means, as of a Determination Date, (a) with respect to a
Trigger Event that has occurred solely as a result of the occurrence of a
Delinquency Test Failure, that no Trigger Event or any Insurance Agreement Event
of Default shall have occurred as of such Determination Date or as of any of the
three (3) immediately preceding Determination Dates; or (b) with respect to a
Trigger Event that has occurred as a result of a Cumulative Net Loss

3

<PAGE>

Failure, that no Trigger Event or any Insurance Agreement Event of Default shall
have occurred as of such Determination Date or as of any of the six (6)
immediately preceding Determination Dates.

         "Default" means any event which results, or which with the giving of
notice or the lapse of time or both would result, in an Insurance Agreement
Event of Default.

         "Delinquency Category" means (a) for Receivables having monthly
Scheduled Receivable Payments ("Monthly-Pay Contracts" as defined in Schedule 1)
in respect of which the relevant Obligor shall have failed to make a Scheduled
Receivable Payment or a portion thereof on the due date therefor, the applicable
Delinquency Category into which such Receivable falls based on the number of
months delinquent, as described in Schedule 1 hereto and (b) for Receivables not
having monthly Scheduled Receivable Payments ("Non-Monthly-Pay Contracts," as
defined in Schedule 1) in respect of which the relevant Obligor shall have
failed to make a Scheduled Receivables Payment or a portion thereof on the due
date therefor, the applicable Delinquency Category into which such Receivable
falls based on the number of weeks delinquent, as described in Schedule 1
hereto.

         "Delinquency Ratio" means, with respect to any Determination Date, the
fraction, expressed as a percentage, (a) the numerator of which is equal to the
sum of the Principal Balances (as of the related Accounting Date) of all
Receivables that are Delinquent Receivables as of the related Accounting Date,
or that became Purchased Receivables as of the related Accounting Date and were
Delinquent Receivables as of such Accounting Date and (b) the denominator of
which is equal to the sum of the Aggregate Principal Balance as of such
Accounting Date plus the Principal Balances (as of the related accounting date)
of all Receivables that became Purchaser Receivables as of such accounting date
and were Delinquent Receivables as of such accounting date.

         "Delinquency Test Failure" means, (i) with respect to the October 2002
Determination Date, the Delinquency Ratio shall be greater than 18.25%; (ii)
with respect to the November 2002 Determination Date, the arithmetic average of
the Delinquency Ratios for such Determination Date and the preceding
Determination Date shall be greater than 18.25% and (iii) for each subsequent
Determination Date described below, the arithmetic average of the Delinquency
Ratios for such Determination Date and the two immediately preceding
Determination Dates shall be greater than the percentage set forth below
opposite the period during which such Determination Date occurs:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
                             Period                                   Maximum Percentage
                             ------                                   ------------------
------------------------------------------------------------------------------------------
<S>                                                                   <C>
For each Determination Date prior to the August 2003                        17.69%
Determination Date
------------------------------------------------------------------------------------------
For the August 2003 Determination Date through the February                 20.81%
2004 Determination Date
------------------------------------------------------------------------------------------
For each Determination Date occurring after the February 2004               26.14%
Determination Date
------------------------------------------------------------------------------------------
</TABLE>

4

<PAGE>

         "Delinquent Receivable" means a Receivable which (a) falls into any
Delinquency Category other than the "Current" category (as described in Schedule
1 hereto) and (b) is not a Liquidated Receivable.

         "ERISA" means the Employee Retirement Income Security Act of 1974,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended from time to time.

         "Event of Default" has the meaning assigned to such term in the
Indenture.

         "Financial Statements" means with respect to each of TFC and the
Parent, the audited consolidated balance sheets as of December 31, 2001 and the
statements of income, shareholder's equity and cash flows for the 12-month
period then ended and the notes thereto, and the unaudited consolidated balance
sheets as of June 30, 2002 and the consolidated statements of income and cash
flows for the fiscal quarter then ended.

         "Fort Knox ACH Letter" means the letter agreement by TFC, dated as of
October 9, 2002, acknowledged and agreed to by Fort Knox National Company, Fort
Knox National Bank and the Trust Collateral Agent (with respect to TFC's ACH
Obligor payment program).

         "Fort Knox Allotment Letter" means the letter agreement by TFC, dated
as of October 9, 2002, acknowledged and agreed to by Fort Knox National Company
and Fort Knox National Bank (with respect to TFC's military allotment Obligor
payment program).

         "Fort Knox Letters" means each of the Fort Knox TrueCheck Letter, the
Fort Knox ACH Letter and the Fort Knox Allotment Letter.

         "Fort Knox TrueCheck Letter" means the letter agreement by TFC, dated
as of October 9, 2002, acknowledged and agreed to by Fort Knox National Company,
Fort Knox National Bank and the Trust Collateral Agent (with respect to TFC's
TrueCheck Obligor payment program).

         "GAAP" means generally accepted accounting principles in effect from
time to time in the United States of America.

         "GE Capital" means General Electric Capital Corporation, a New York
corporation.

         "GE Capital Agreement" means the Amended and Restated Motor Vehicle
Installment Contract Loan and Security Agreement, dated as of March 31, 2001,
between GE Capital as lender and TFC as borrower.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government as in effect on the date hereof.

5

<PAGE>

         "Indemnification Agreement" means the Indemnification Agreement, dated
as of October 9, 2002, among Radian, the Issuer, TFC and TFCRC VI.

         "Indemnified Party" has the meaning specified in Section 2.07(a).

         "Indenture" has the meaning assigned to such term in the Preliminary
Statements above.

         "Independent Accountants" has the meaning specified in Section 4.01(q).

         "Independent Director" means a natural person who (i) is not a
stockholder (whether direct, indirect or beneficial), customer, advisor or
supplier of TFCRC VI, the Parent or any of their respective Affiliates (other
than by means of indirect stock ownership of TFCRC VI or the Parent or of any of
their respective Affiliates by any Person through a mutual fund or similar
diversified investment pool); (ii) is not a director, officer, employee or
Affiliate of TFCRC VI or the Parent or any of their respective Affiliates; (iii)
is not a Person related to any Person referred to in clauses (i) and (ii); (iv)
is not a trustee, conservator or receiver for any of TFCRC VI or the Parent or
any of their respective Affiliates; and (v) has (A) prior experience as an
independent director or independent manager for a corporation or limited
liability company whose charter documents require the unanimous written consent
of all independent directors or independent managers thereof before such
corporation or limited liability company could consent to the institution of
bankruptcy or insolvency proceedings against it or could file a petition seeking
relief under any applicable federal or state law relating to bankruptcy, and (B)
at least three years of employment experience with one or more entities that
provide, in the ordinary course of their respective businesses, advisory,
management or placement services to issuers of securitization or structured
finance instruments, agreements or securities.

         "Initial Cutoff Date" means July 31, 2002.

         "Initial Purchaser" means West LB in its capacity as "Initial
Purchaser" under the Note Purchase Agreement.

         "Initial Purchaser Information" means the information relating to the
Initial Purchaser in the Private Placement Memorandum.

         "Initial Spread Account Deposit Amount" means 4.00% of the Original
Pool Balance.

         "Insurance Agreement" has the meaning assigned to such term in the
preamble above.

         "Insurance Agreement Event of Default" has the meaning specified in
Section 6.01.

         "Insurance Agreement Indenture Cross Default" means any Insurance
Agreement Event of Default specified in clauses (a), (c), (d), (e), (f), (k) and
(l) of Section 6.01.

         "Investment Company Act" means the Investment Company Act of 1940,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended from time to time.

         "IRS" means the Internal Revenue Service.

6

<PAGE>

         "Issuer" has the meaning assigned to such term in the preamble above.

         "Lien" means, as applied to the property or assets (or the income or
profits therefrom) of any Person, in each case whether the same is consensual or
nonconsensual or arises by contract, operation of law, legal process or
otherwise: (a) any mortgage, lien, pledge, attachment, charge, lease,
conditional sale or other title retention agreement, or other security interest
or encumbrance of any kind or (b) any arrangement, express or implied, under
which such property or assets are transferred, sequestered or otherwise
identified for the purpose of subjecting or making available the same for the
payment of debt or performance of any other obligation in priority to the
payment of the general, unsecured creditors of such Person.

         "Material Adverse Change" means, (a) in respect of any Person, a
material adverse change in (i) the business, financial condition, results of
operations or properties of such Person or any of its Subsidiaries or (ii) the
ability of such Person to perform its obligations under any of the Basic
Documents to which it is a party and (b) in respect of the Receivables, a
material adverse change in (i) the value or marketability of the Receivables,
taken as a whole, or (ii) the probability that amounts now or hereafter due in
respect of a material portion of the Receivables will be collected on a timely
basis.

         "Multiemployer Plan" means a multiemployer plan (within the meaning of
Section 400 1(a)(3) of ERISA) in respect of which a Commonly Controlled Entity
makes contributions or has liability.

         "Net Losses" means, with respect to any Determination Date and the most
recently concluded Monthly Period, the positive difference of (a) the sum of (i)
the aggregate amount of the Principal Balances as of the related Accounting Date
(plus accrued and unpaid interest through and including such Accounting Date, at
the applicable annual percentage rate) of all Receivables that became Liquidated
Receivables since the Initial Cutoff Date, plus (ii) the aggregate Cram Down
Losses as of the related Accounting Date that occurred since the Initial Cutoff
Date, over (b) the aggregate, cumulative Net Liquidation Proceeds received by
the Issuer as of the related Accounting Date since the Initial Cutoff Date.

         "Note Purchase Agreement" means the Note Purchase Agreement dated as of
October 9, 2002, among TFC, TFCRC VI, WestLB Panmure Securities Inc. and the
Initial Purchaser.

         "Notes" has the meaning assigned to such term in the Preliminary
Statements above.

         "Notice for Payment" has the meaning assigned to such term in the
Policy.

         "Offering Document" means the Private Placement Memorandum and any
amendment or supplement thereto and any other offering document in respect of
the Notes that makes reference to the Policy.

         "Owner Trustee" has the meaning assigned to such term in the
Preliminary Statements above.

         "Parent" means TFC Enterprises, Inc., a Delaware corporation.

7

<PAGE>

         "Parent Support Agreement" means the agreement among TFCRC VI, TFC,
Radian, the Trust Collateral Agent, and the Parent, dated as of October 9, 2002.

         "PBGC" means the Pension Benefit Guaranty Corporation or any successor
agency, corporation or instrumentality of the United States to which the duties
and powers of the Pension Benefit Guaranty Corporation are transferred.

         "Person" means an individual, a partnership, a corporation, a limited
liability company, a business or statutory trust, a joint stock company, a
trust, an unincorporated association, a joint venture, a Governmental Authority
or other entity of whatever nature.

         "Plan" means any pension plan (other than a Multiemployer Plan) covered
by Title IV of ERISA, which is maintained by a Commonly Controlled Entity or in
respect of which a Commonly Controlled Entity has liability.

         "P.O. Box Owner" has the meaning assigned to such term in the preamble
above.

         "Policy" has the meaning assigned to such term in the Preliminary
Statements above.

         "Premium" means the premium payable by the Issuer pursuant to the
Premium Letter (including, without limitation, the Premium Supplement payable
thereunder).

         "Premium Letter" means the letter agreement among Radian, TFC and the
Issuer, dated as of the Closing Date, setting forth the payment arrangement for
the premiums payable by the Issuer in respect of the Policy, and certain other
fees, related expenses and other related matters.

         "Premium Rate" has the meaning assigned to such term in the Premium
Letter.

         "Premium Supplement" has the meaning assigned to such term in the
Premium Letter.

         "Prime Rate" means the fluctuating rate of interest as published from
time to time in the New York, New York edition of The Wall Street Journal, under
the caption "Money Rates" as the "prime rate", the "Prime Rate" to change when
and as such published prime rate changes.

         "Private Placement Memorandum" means the Private Placement Memorandum
dated October 8, 2002, relating to the offering of the Notes.

         "Provided Documents" means the Basic Documents and any documents,
agreements, instruments, schedules, certificates, statements, cash flow
schedules, number runs or other writings or data furnished to Radian (or any of
its reinsurers or potential reinsurers identified to TFC, including, without
limitation, Radian Reinsurance Inc.) by or on behalf of TFC, the Parent or TFCRC
VI with respect to itself, its respective Subsidiaries, the Receivables or the
Transaction.

         "Purchaser" means TFCRC VI, in its capacity as the "Purchaser" under
the Purchase Agreement.

8

<PAGE>

         "Purchase Agreement" means the Purchase Agreement between TFC, as
seller, and TFCRC VI, as purchaser, dated as of October 9, 2002.

         "Radian" has the meaning assigned to such term in the preamble above.

         "Radian Information" has the meaning given to such term under the
Indemnification Agreement.

         "Rating Agency" means S&P. If S&P fails to maintain a rating on the
Notes, the Rating Agency shall be a nationally recognized statistical rating
organization or other comparable Person designated by the Seller and acceptable
to Radian.

         "Receivable" has the meaning provided in the Sale and Servicing
Agreement.

         "Reportable Event" means any of the events set forth in Section 4043(b)
of ERISA or the regulations thereunder.

         "Requisite Amount" means (a) on the Closing Date, the Initial Spread
Account Deposit Amount and (b) with respect to any Determination Date
thereafter, (i) if no Trigger Event or Insurance Agreement Event of Default
shall have occurred, the lesser of (A) the Initial Spread Account Deposit Amount
and (B) an amount equal to the Note Principal Balance, (ii) after the occurrence
of a Trigger Event, the lesser of (A) an amount equal to 6.0% of the Original
Pool Balance and (B) an amount equal to the Note Principal Balance; provided,
however, that, in the event such Trigger Event has been Deemed Cured, an amount
equal to the amount calculated for such Determination Date pursuant to clause
(i) above, and (iii) notwithstanding anything in clauses (i) and (ii) above to
the contrary, after the occurrence of an Insurance Agreement Event of Default,
an amount equal to the Note Principal Balance.

         "Restrictions on Transferability" means, as applied to the property or
assets (or the income or profits therefrom) of any Person, in each case whether
the same is consensual or non-consensual or arises by contract, operation of
law, legal process or otherwise, any material condition to, or restriction on,
the ability of such Person or any transferee therefrom to sell, assign, transfer
or otherwise liquidate such property or assets in a commercially reasonable time
and manner or which would otherwise materially deprive such Person or any
transferee therefrom of the benefits of ownership of such property or assets.

         "Sale and Servicing Agreement" has the meaning assigned to such term in
the Preliminary Statements above.

         "Schedule of Receivables" means the schedule of receivables delivered
to the Trust Collateral Agent by the Issuer in connection with the Sale and
Servicing Agreement.

         "Securities Act" means the Securities Act of 1933, including, unless
the context otherwise requires, the rules and regulations thereunder, as amended
from time to time.

         "Securities Exchange Act" means the Securities Exchange Act of 1934,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended from time to time.

9

<PAGE>

         "S&P" means Standard & Poor's Ratings Services, or its successor.

         "Servicer" has the meaning assigned to such term in the preamble above.

         "Standby Remittance and Processing Agreement" means the Amended and
Restated Standby Remittance and Processing Agreement among Royal Indemnity
Company, Radian, GE Capital, Westside Funding Corporation, TFC Warehouse
Corporation I, TFC, TFC Receivables Corporation IV, TFC Receivables Corporation
V, TFC Receivables Corporation VI, the Seller, Wells Fargo, as Trust Collateral
Agent, P.O. Box Owner and trust collateral agent for certain other trusts, dated
as of October 9, 2002, as the same may be amended, restated, supplemented or
otherwise modified from time to time in accordance with its terms and the terms
hereof.

         "Stock Pledge Agreement" means the Stock Pledge and Collateral Agency
Agreement made by TFC in favor of Wells Fargo, as "Collateral Agent" on behalf
of Radian, dated as of October 9, 2002, as the same may be amended, restated,
supplemented or otherwise modified from time to time in accordance with its
terms and the terms hereof.

         "Subordinated Debt" means a debt obligation of TFC which is
subordinated to obligations owed to GE Capital as lender under the GE Capital
Agreement, pursuant to a subordination agreement which is in the form of Exhibit
16 to the GE Capital Agreement or pursuant to some other agreement approved by
GE Capital and the Insurer.

         "Subsidiary" means, with respect to any Person, any corporation of
which a majority of the outstanding shares of capital stock having ordinary
voting power for the election of directors is at the time owned by such Person
directly or through one or more Subsidiaries.

         "Successor Servicer" has the meaning assigned to such term in the
preamble above.

         "Tangible Net Worth" means, with respect to TFC, the excess of (a) the
tangible assets of TFC and all of its consolidated subsidiaries calculated in
accordance with GAAP, as reduced by adequate reserves in each case where
reserves are proper, over (b) all Indebtedness (excluding Subordinated Debt) of
TFC and all of its consolidated subsidiaries; provided, however, that (i) in no
event shall there be included in the above calculation any intangible assets
such as patents, trademarks, trade names, copyrights, licenses, goodwill,
organizational costs, advances or loans to, or receivables from, directors,
shareholders, officers, employees or subsidiaries, amounts relating to covenants
not to compete, pension assets or treasury stock or any securities of TFC or of
any Affiliate of TFC, or any other securities unless the same are readily
marketable in the United States of America or entitled to be used as a credit
against federal income tax liabilities, (ii) securities included as such
intangible assets shall be taken into account at their current market price or
cost, whichever is lower, and (iii) any write-up in the book value of any assets
shall not be taken into account.

         "TFC" has the meaning assigned to such term in the preamble above.

         "Transaction" means the transactions contemplated by the Transaction
Documents, including the transactions described in the Offering Document.

         "Transaction Documents" has the meaning assigned to such term in
Section 2.02(a).

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         "Trigger Event" means the occurrence of either of the following events,
the occurrence of which shall not have been waived in writing by Radian: (a) a
Delinquency Test Failure or (b) a Cumulative Net Loss Test Failure.

         "Trust Agreement" has the meaning assigned to such term in the
Preliminary Statements above.

         "Trust Collateral Agent" has the meaning assigned to such term in the
preamble above.

         "Trustee" has the meaning assigned to such term in the preamble above.

         "Trust Property" has the meaning assigned to such term in the
Preliminary Statements above.

         "West LB" means WestLB AG, London Branch.

         Section 1.02. Generic Terms. All words used herein shall be construed
to be of such gender or number as the circumstances require. The words "herein,"
"hereby," "hereof," "hereto," "hereinbefore" and "hereinafter," and words of
similar import, refer to this Insurance Agreement in its entirety and not to any
particular paragraph, clause or other subdivision, unless otherwise specified.

         Section 1.03. Computation of Time Periods. In this Insurance Agreement,
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each means "to and including". Periods of days referred to in this Insurance
Agreement shall be counted in calendar days unless Business Days are expressly
prescribed and periods of months and years shall be counted in calendar months
and calendar years unless otherwise specified.

                                   ARTICLE II

                          THE POLICY AND REIMBURSEMENT

     Section 2.01. Policy. Radian agrees, subject to the satisfaction or waiver
of the conditions hereinafter set forth on or prior to the Closing Date, to
issue the Policy on the Closing Date.

     Section 2.02. Conditions Precedent. The obligation of Radian to issue the
Policy is subject to the satisfaction of the following conditions on or prior to
the Closing Date:

          (a) The following documents shall have been duly authorized, executed
     and delivered by each of the parties thereto (other than Radian) and shall
     be in full force and effect and in form and substance satisfactory to
     Radian, in the exercise of Radian's sole discretion, and an executed
     counterpart of each thereof shall have been delivered to Radian:

          (i) this Insurance Agreement;

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          (ii)   the Indenture;

          (iii)  the Sale and Servicing Agreement, including the Schedule of
                 Receivables;

          (iv)   the Purchase Agreement, including the Schedule of Receivables;

          (v)    the Note Purchase Agreement;

          (vi)   the Indemnification Agreement;

          (vii)  the Standby Remittance and Processing Agreement;

          (viii) the Trust Agreement;

          (ix)   the Parent Support Agreement;

          (x)    the Securities Account Control Agreement;

          (xi)   the Premium Letter;

          (xii)  the Stock Pledge Agreement; and

          (xiii) the Fort Knox Letters.

(items (i) through (xiii) being, collectively, the "Transaction Documents").

          (b)    Radian shall have received:

          (i)    copies certified by the Secretary or an Assistant Secretary of
                 each of the Parent, the Issuer, TFC and TFCRC VI, dated the
                 Closing Date, of its certificate of incorporation and by-laws
                 and the resolutions of its Board of Directors, as the case may
                 be, or a duly authorized committee thereof authorizing its
                 execution and delivery of the Basic Documents and of all
                 documents evidencing other corporate or company action and
                 governmental approvals, if any, that are necessary for the
                 consummation of the transactions contemplated in such
                 documents;

          (ii)   a certificate, dated the Closing Date, of the Secretary or an
                 Assistant Secretary of each of the Parent, the Issuer,
                 TFCRC VI, the Trustee, the Owner Trustee, the Back-up Servicer
                 and TFC certifying the names and true signatures of its
                 officers authorized to sign such Basic Documents to which it is
                 a party;

          (iii)  a certificate, dated the Closing Date, of a Chief Financial
                 Officer, a Treasurer, an Assistant Treasurer or Vice President
                 of each of the Issuer, TFCRC VI and TFC certifying to the
                 effect of the representation and warranty set forth in Section
                 3.01(e) hereof;

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          (iv)   each of the opinions, letters and certificates described in the
                 closing checklist attached hereto as Exhibit B (other than any
                 such opinion, letter or certificate required to be issued or
                 delivered by Radian or an agent or employee thereof), in each
                 case (1) dated the Closing Date, (2) in full force and effect
                 at the time of delivery thereof, (3) in form and substance
                 satisfactory to Radian in the exercise of its sole discretion,
                 and (4) covering such matters as Radian shall require in the
                 exercise of its sole discretion;

          (v)    evidence that one or more UCC financing statements covering the
                 security interest of the Trust Collateral Agent created by or
                 pursuant to the Indenture in the Collateral and the other
                 property and rights which the Trust Collateral Agent is granted
                 in the Indenture and the proceeds thereof has been (A) executed
                 by the Issuer in favor of the Trust Collateral Agent and (B)
                 duly filed in such place or places which, in the opinion of
                 counsel for the Issuer, TFC and Radian, are necessary or
                 desirable to perfect such interest;

          (vi)   evidence that one or more UCC financing statements covering the
                 interest of TFCRC VI in the Receivables and the Other Conveyed
                 Property (as defined in the Purchase Agreement) and other
                 property and rights which TFCRC VI is granted in the Purchase
                 Agreement has been (A) executed by TFC in favor of TFCRC VI and
                 assigned to the Trust Collateral Agent and (B) duly filed in
                 such place or places which, in the opinion of counsel for the
                 Issuer, TFC and Radian, are necessary or desirable to perfect
                 such interest;

          (vii)  evidence that one or more UCC financing statements covering the
                 interest of the Issuer in the Trust Property and other property
                 and rights which the Issuer is granted in the Sale and
                 Servicing Agreement has been (A) executed by TFCRC VI in favor
                 of the Issuer and assigned to the Trust Collateral Agent and
                 (B) duly filed in such place or places which, in the opinion of
                 counsel for the Issuer, TFC and Radian, are necessary or
                 desirable to perfect such interest;

          (viii) evidence that each of the Collection Account, the Spread
                 Account, and the Note Payment Account have been established in
                 accordance with the terms and conditions of the Indenture and
                 the Sale and Servicing Agreement;

          (ix)   certified copies of documents, certificates, instruments,
                 approvals or executed copies thereof that relate to the
                 transactions as contemplated by the Basic Documents as Radian
                 may reasonably request;

          (x)    a specimen Note;


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<PAGE>

          (xi)  evidence that one or more UCC financing statements covering the
                security interest of Radian created by or pursuant to the Stock
                Pledge Agreement and the other property and rights which Radian
                is granted in the Stock Pledge Agreement and the proceeds
                thereof has been (A) executed by TFC in favor of Radian and (B)
                duly filed in such place or places which, in the opinion of
                counsel for TFC and Radian, are necessary or desirable to
                perfect such interest; and

          (xii) a statement, in form and substance satisfactory to Radian,
                reviewing the results of the Independent Accountants'
                performance of certain agreed upon procedures with respect to
                TFC, its reporting and recordkeeping, and the characteristics of
                the Receivables as of the Cut-Off Date, by way of independent
                verification of (x) information provided by TFC for inclusion in
                the Offering Document and (y) certain cash flow models supplied
                to Radian by the Initial Purchaser in advance of the Closing
                Date (the full costs of which statement shall have been paid on
                or before the Closing Date by or on behalf of TFC).

          (c)   (i) No statute, rule, regulation or order shall have been
     enacted, entered or deemed applicable by any Governmental Authority or
     other governmental or administrative agency or court which would make the
     transactions contemplated by the Transaction Documents illegal or otherwise
     prevent the consummation thereof, (ii) no material omission or change of
     fact shall have occurred or come to the attention of any of TFC, TFCRC VI,
     the Issuer, the Parent, the Trustee, the Initial Purchaser or Radian that
     would cause information or documents heretofore supplied to Radian to be
     untrue or misleading, (iii) no other material change or omission shall have
     occurred or come to the attention of any of TFC, TFCRC VI, the Issuer, the
     Parent, the Trustee, the Initial Purchaser or Radian that would entitle the
     Initial Purchaser to decline to purchase the Notes, and (iv) no Material
     Adverse Change shall have occurred in the security for the Notes since the
     date of the Purchase Agreement.

          (d)   No suit, action or other proceeding, investigation, or
     injunction or final judgment relating thereto, shall be threatened or
     pending before any court or governmental agency in which it is sought to
     restrain or prohibit or obtain damages or other relief in connection with
     the consummation of the Transactions, and no investigation that might
     result in any such suit, action or proceeding shall be pending or
     threatened.

          (e)   Radian shall have received an executed copy of all legal
     opinions, certificates, accountant's reports and other documents required
     to be furnished by the Issuer, the Servicer, the Back-up Servicer, the
     Trustee, TFCRC VI, the Parent and TFC pursuant to any of the Transaction
     Documents or pursuant to the requirements of the Rating Agency (if any).
     Such documents shall be in form and substance satisfactory to Radian in the
     exercise of its sole discretion and each such legal opinion or certificate
     shall be addressed to Radian, or accompanied by appropriate reliance
     letters to Radian.

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               (f) There shall be on deposit in the Spread Account a sum of not
     less than $3,079,434.44 in immediately available funds.

               (g) Simultaneously with the issuance of the Policy, the Notes
     shall have been duly executed and authenticated and delivered to the
     relevant Noteholders pursuant to the Indenture.

               (h) All fees and expenses payable hereunder and pursuant to the
     Premium Letter to Radian on or prior to the Closing Date shall have been
     paid in full by TFC or the Issuer.

               (i) Radian shall have received confirmation that the risk insured
     by the Policy constitutes at least "BBB-" by S&P, and that the Notes, when
     issued, will be rated "AA" by S&P.

               (j) No Trigger Event, Event of Default, Servicer Termination
     Event, Default or Insurance Agreement Event of Default shall have occurred
     or be in effect.

     Section 2.03. Premium Letter. Radian shall be entitled to receive the
Premium payable under the Premium Letter on each Payment Date, and the timely
payment or other performance of all other obligations set forth in the Premium
Letter, in each case in accordance with the terms and conditions of the Premium
Letter on any Payment Date and in accordance with the provisions of Section 5.7
of the Sale and Servicing Agreement. The Premium shall be nonrefundable without
regard to whether Radian makes any payment under the Policy or to any other
circumstances relating to the Notes, or any provision being made for payment of
the Notes prior to maturity.

     Section 2.04. Reimbursement Obligations.

               (a) In consideration of the issuance of the Policy by Radian,
     Radian shall be entitled to reimbursement by the Issuer from the
     Collateral, pursuant to the terms hereof, the Indenture and the Sale and
     Servicing Agreement, for any payment made under the Policy, which
     reimbursement shall be due and payable to Radian on the date that any
     amount is to be paid pursuant to a Notice for Payment. Such reimbursement
     shall be made in accordance with the terms hereof and of the Sale and
     Servicing Agreement and the Indenture, in an amount equal to the sum of all
     amounts paid or previously paid that remain unpaid under the Policy,
     together with interest on any and all amounts remaining unpaid (to the
     extent permitted by law, if in respect of any unpaid amounts representing
     interest) from the date such amounts became due until paid in full (after
     as well as before judgment), at a rate of interest equal to the Prime Rate
     from time to time in effect plus 2.0%.

               (b) Anything in Section 2.04(a) to the contrary notwithstanding,
     Radian shall be entitled to reimbursement (to the extent such reimbursement
     and related interest has not previously been paid by payment to Radian from
     the Collateral) from (i) the Issuer, for payments made under the Policy
     arising as a result of the Issuer's failure to make any payment or deposit
     with respect to a Receivable required to be made pursuant to Section 3.2 of
     the Sale and Servicing Agreement, together with interest on any and all
     such

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<PAGE>

     amounts remaining unpaid (to the extent permitted by law, if in respect of
     any unpaid amounts representing interest) from the date such amounts became
     due until paid in full (after as well as before judgment), at a rate of
     interest equal to the Prime Rate from time to time in effect plus 2.0%, and
     (ii) the Servicer, for payments made under the Policy arising as a result
     of the Servicer's failure to make any deposit, including without
     limitation, a deposit required to be made pursuant to Section 4.7 of the
     Sale and Servicing Agreement, together with interest on any and all such
     amounts remaining unpaid (to the extent permitted by law, if in respect of
     any unpaid amounts representing interest) from the date such amounts became
     due until paid in full (after as well as before judgment), at a rate of
     interest equal to the Prime Rate from time to time in effect plus 2.0%
     (provided, however, that a successor to the Servicer shall under no
     circumstances be liable to Radian for the failure of its predecessor
     Servicer to so make a deposit).

     Section 2.05. Assignment and Other Rights upon Payments under the Policy.

            (a)    In consideration of the issuance of the Policy by Radian, in
     the case of any payment made by or on behalf of Radian under the Policy, in
     addition to and not by way of limitation of, any of the rights and remedies
     of Radian hereunder, under the Policy, the Sale and Servicing Agreement or
     the Indenture with respect to such payment, each of the Issuer, TFCRC VI
     and TFC hereby acknowledges and consents to the assignment by the Trustee,
     on behalf of the Noteholders, to Radian in accordance with the terms of the
     relevant Notice for Payment:

            (i)    the rights of the Noteholders with respect to the Notes and
                   the Collateral, to the extent of any such payment under the
                   Policy; and

            (ii)   the rights of the Trustee and each Noteholder in the conduct
                   of any Insolvency Proceeding relating to any Preference Event
                   (as such terms are defined in the Policy), including, without
                   limitation, all rights of any party to an adversary
                   proceeding or action with respect to any court order issued
                   in connection with any such Insolvency Proceeding.

            (b)    The rights and remedies of Radian described in clause (a)
     above are in addition to, and not in limitation of, rights of subrogation
     and other rights and remedies otherwise available to Radian in respect of
     payments under the Policy. The Trustee shall take such action and deliver
     such instruments as may be reasonably requested or required by Radian to
     effectuate the purpose or provisions of this Section 2.05.

     Section 2.06. Subrogation; Further Assurances.

     (a)    The interests, rights and remedies of Radian described in this
            Article II are in addition to, and not in lieu of, Radian's
            equitable rights of subrogation, and Radian reserves all of such
            rights. Each of the Issuer, TFCRC VI and TFC agrees to take, or
            cause to be taken, all actions deemed desirable by Radian to
            preserve, enforce, perfect or maintain the perfection in Radian's
            favor of such interests, rights and remedies and such equitable
            rights of subrogation.

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<PAGE>

     (b)    For the avoidance of doubt, the parties hereto acknowledge and agree
            that the receipt of any payment under the Policy shall not
            constitute (x) a reduction of any unpaid amounts of principal or
            interest of Notes outstanding under the Indenture or (y) otherwise
            discharge any other obligations whatsoever of the Issuer under the
            Indenture.

     (c)    Each of the Issuer, TFCRC VI and TFC agrees to promptly and duly
            take, execute, acknowledge and deliver such further acts, documents,
            instruments and assurances as Radian may from time to time
            reasonably request to more effectively evidence any rights to
            assignment or subrogation under this Article II, and to protect and
            perfect all of Radian's other rights as against the Issuer, TFCRC VI
            and TFC, as the case may be.

     Section 2.07. Indemnification by TFC; Conduct of Actions or Proceedings;
Contribution.

            (a)    In addition to any and all rights of reimbursement,
     indemnification, subrogation and any other rights pursuant hereto or under
     law or in equity, TFC agrees to pay, protect, indemnify and save harmless,
     Radian and its officers, directors, shareholders, employees, agents,
     assignees, participants, reinsurers and each Person, if any, who controls
     Radian within the meaning of either Section 15 of the Securities Act or
     Section 20 of the Securities Exchange Act (individually, an "Indemnified
     Party" and, collectively, the "Indemnified Parties"), from and against any
     and all claims, losses, liabilities (including penalties), actions, suits,
     judgments, demands, damages, costs or expenses (including, without
     limitation, reasonable fees and expenses of attorneys, consultants and
     auditors and reasonable costs of investigations) of any nature arising out
     of or relating to the transactions contemplated by the Transaction
     Documents by reason of:

            (i)    the negligence, bad faith, willful misconduct, misfeasance,
                   malfeasance or theft committed by any director, officer,
                   employee or agent of the Issuer, TFC, the Servicer, the
                   Parent, TFCRC VI, the Seller, as the case may be;

            (ii)   the breach by the Issuer, TFC, the Servicer, the Parent,
                   TFCRC VI, or the Seller of any representation, warranty or
                   covenant under any of the Transaction Documents, or the
                   occurrence, in respect of the Issuer, TFC, the Servicer, the
                   Parent, TFCRC VI, or the Seller, under any of the Transaction
                   Documents of any "default," "event of default" or similar
                   event (howsoever designated), or any event which, with the
                   giving of notice or the lapse of time or both, would
                   constitute any "event of default" or similar event (howsoever
                   designated); provided, however, it is understood and agreed
                   that the sole remedy with respect to a breach of
                   representations and warranties pursuant to Section 3.1 of the
                   Sale and Servicing Agreement shall be the repurchase of
                   Receivables pursuant to Section 3.2 of the Sale and Servicing
                   Agreement, subject to the conditions contained therein, or to
                   enforce the obligation of TFC to TFCRC VI to repurchase such
                   Receivables pursuant to the Purchase Agreement; provided,
                   further, it is understood and agreed that the sole remedy
                   with

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<PAGE>

                   respect to the breach of any of the covenants set forth in
                   Sections 4.5(a) or 4.6(a) of the Sale and Servicing Agreement
                   shall be the repurchase of Receivables pursuant to Section
                   4.7 of the Sale and Servicing Agreement, subject to the
                   conditions contained therein; provided further, however, that
                   TFC shall indemnify the Indemnified Parties against all
                   costs, expenses, losses, damages, claims and liabilities,
                   including reasonable fees and expenses of counsel, which may
                   be asserted against or incurred by it as a result of third
                   party claims arising out of the events or facts giving rise
                   to any such breach of such covenant; or

            (iii)  any untrue statement or alleged untrue statement of a
                   material fact contained in the Private Placement Memorandum,
                   or in any amendment or supplement to the Private Placement
                   Memorandum, or the omission or alleged omission to state
                   therein a material fact required to be stated therein or
                   necessary to make the statements therein not misleading;
                   provided, however, that TFC will not be liable as a result of
                   this clause (iii) to the extent that any such loss, claim,
                   damage or liability arises out of or is based upon an untrue
                   statement or alleged untrue statement in or omission or
                   alleged omission from any of such documents in reliance upon
                   the representation made by Radian with regard to the Radian
                   Information.

            (b)    If any action or proceeding (including any governmental
     investigation) shall be brought or asserted against the Indemnified Parties
     in respect of which indemnity may be sought from TFC hereunder, Radian
     shall promptly notify TFC in writing, and TFC shall assume the defense
     thereof, including the employment of counsel satisfactory to Radian and the
     payment of all reasonable expenses. An Indemnified Party (including Radian)
     shall have the right to employ separate counsel in any such action and to
     participate in the defense thereof at the expense of the Indemnified Party;
     provided, however, that the fees and expenses of such separate counsel
     shall be at the expense of TFC if (i) TFC has agreed to pay such fees and
     expenses, (ii) TFC shall have failed to assume the defense of such action
     or proceeding and employ counsel satisfactory to Radian in any such action
     or proceeding or (iii) the named parties to any such action or proceeding
     (including any impleaded parties) include both the Indemnified Party and
     TFC, and the Indemnified Party shall have been advised by counsel that (A)
     there may be one or more legal defenses available to it which are different
     from or additional to those available to TFC and (B) the representation of
     TFC and the Indemnified Party by the same counsel would be inappropriate or
     contrary to prudent practice (in which case, if the Indemnified Party
     notifies TFC in writing that it elects to employ separate counsel at the
     expense of TFC, TFC shall not have the right to assume the defense of such
     action or proceeding on behalf of such Indemnified Party, it being
     understood, however, that TFC shall not, in connection with any one such
     action or proceeding or separate but substantially similar or related
     actions or proceedings in the same jurisdiction arising out of the same
     general allegations or circumstances, be liable for the reasonable fees and
     expenses of more than one separate firm of attorneys at any time for the
     Indemnified Parties, which firm shall be designated in writing by Radian).
     TFC shall not be liable for any settlement of any such action or proceeding
     effected without its written consent to the

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<PAGE>

     extent that any such settlement shall be prejudicial to TFC, but, if
     settled with its written consent, or if there be a final judgment for the
     plaintiff in any such action or proceeding with respect to which TFC shall
     have received notice in accordance with this subsection (b), TFC agrees to
     indemnify and hold the Indemnified Parties harmless from and against any
     loss or liability by reason of such settlement or judgment.

            (c)    To provide for just and equitable contribution, if the
     indemnification provided by TFC is determined to be unavailable for any
     Indemnified Party (other than due to application of this Section 2.07), TFC
     shall contribute to the losses incurred by the Indemnified Party on the
     basis of the relative fault of TFC, on the one hand, and the Indemnified
     Party, on the other hand.

     Section 2.08. Indemnification by TFCRC VI; Conduct of Actions or
Proceedings; Contribution.

            (a)    In addition to any and all rights of reimbursement,
     indemnification, subrogation and any other rights pursuant hereto or under
     law or in equity, TFCRC VI agrees to pay, protect, indemnify and save
     harmless the Indemnified Parties, from and against any and all claims,
     losses, liabilities (including penalties), actions, suits, judgments,
     demands, damages, costs or expenses (including, without limitation,
     reasonable fees and expenses of attorneys, consultants and auditors and
     reasonable costs of investigations) of any nature arising out of or
     relating to the transactions contemplated by the Transaction Documents by
     reason of:

            (i)    the negligence, bad faith, willful misconduct, misfeasance,
                   malfeasance or theft committed by any director, officer,
                   employee or agent of TFCRC VI;

            (ii)   the breach by TFCRC VI of any representation, warranty or
                   covenant under any of the Transaction Documents, or the
                   occurrence, in respect of TFCRC VI, under any of the
                   Transaction Documents of any "default," "event of default" or
                   similar event (howsoever designated), or any event which,
                   with the giving of notice or the lapse of time or both, would
                   constitute any "event of default" or similar event (howsoever
                   designated); provided, however, it is understood and agreed
                   that the sole remedy with respect to a breach of
                   representations and warranties pursuant to Section 3.1 of the
                   Sale and Servicing Agreement shall be the repurchase of
                   Receivables pursuant to Section 3.2 of the Sale and Servicing
                   Agreement, subject to the conditions contained therein, or to
                   enforce the obligation of TFC to repurchase such Receivables
                   pursuant to the Purchase Agreement; or

            (iii)  any untrue statement or alleged untrue statement of a
                   material fact contained in the Private Placement Memorandum,
                   or in any amendment or supplement to the Private Placement
                   Memorandum, or the omission or alleged omission to state
                   therein a material fact required to be stated therein or
                   necessary to make the statements therein not misleading;
                   provided, however, that TFCRC VI will not be liable as a
                   result of this

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<PAGE>

               clause (iii) to the extent that any such loss, claim, damage or
               liability arises out of or is based upon an untrue statement or
               alleged untrue statement in or omission or alleged omission from
               any of such documents in reliance upon the representation made by
               Radian with regard to the Radian Information.

          (b)  If any action or Proceeding (including any governmental
     investigation) shall be brought or asserted against the Indemnified Parties
     in respect of which indemnity may be sought from TFCRC VI hereunder, Radian
     shall promptly notify TFCRC VI in writing, and TFCRC VI shall assume the
     defense thereof, including the employment of counsel satisfactory to Radian
     and the payment of all reasonable expenses. An Indemnified Party shall have
     the right to employ separate counsel in any such action and to participate
     in the defense thereof at the expense of the Indemnified Party; provided,
     however, that the fees and expenses of such separate counsel shall be at
     the expense of TFCRC VI if (i) TFCRC VI has agreed to pay such fees and
     expenses, (ii) TFCRC VI shall have failed to assume the defense of such
     action or proceeding and employ counsel satisfactory to Radian in any such
     action or proceeding or (iii) the named parties to any such action or
     proceeding (including any impleaded parties) include both the Indemnified
     Party and TFCRC VI, and the Indemnified Party shall have been advised by
     counsel that (A) there may be one or more legal defenses available to it
     which are different from or additional to those available to TFCRC VI and
     (B) the representation of TFCRC VI and the Indemnified Party by the same
     counsel would be inappropriate or contrary to prudent practice (in which
     case, if the Indemnified Party notifies TFCRC VI in writing that it elects
     to employ separate counsel at the expense of TFCRC VI, TFCRC VI shall not
     have the right to assume the defense of such action or proceeding on behalf
     of such Indemnified Party, it being understood, however, that TFCRC VI
     shall not, in connection with any one such action or proceeding or separate
     but substantially similar or related actions or proceedings in the same
     jurisdiction arising out of the same general allegations or circumstances,
     be liable for the reasonable fees and expenses of more than one separate
     firm of attorneys at any time for the Indemnified Parties, which firm shall
     be designated in writing by Radian). TFCRC VI shall not be liable for any
     settlement of any such action or proceeding effected without its written
     consent to the extent that any such settlement shall be prejudicial to
     TFCRC VI, but, if settled with its written consent, or if there be a final
     judgment for the plaintiff in any such action or proceeding with respect to
     which TFCRC VI shall have received notice in accordance with this
     subsection (b), TFCRC VI agrees to indemnify and hold the Indemnified
     Parties harmless from and against any loss or liability by reason of such
     settlement or judgment.

          (c)  To provide for just and equitable contribution, if the
     indemnification provided by TFCRC VI is determined to be unavailable for
     any Indemnified Party (other than due to application of this Section),
     TFCRC VI shall contribute to the losses incurred by the Indemnified Party
     on the basis of the relative fault of TFCRC VI, on the one hand, and the
     Indemnified Party, on the other hand.

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<PAGE>

     Section 2.09. Other Payment Obligations.

     (a)  Legal Fees. On the Date of Issuance, TFC agrees to pay to Radian all
          reasonable out-of-pocket legal fees and disbursements incurred by
          Radian in connection with the negotiation, preparation, execution and
          delivery of the Private Placement Memorandum, the Transaction
          Documents and all other documents, instruments and agreements
          delivered with respect thereto.

     (b)  Rating Agency Fees. The initial fees of S&P with respect to the Notes
          and the transactions contemplated hereby shall be paid by TFC in full
          on the Date of Issuance. Each of TFC and the Issuer agrees to pay all
          periodic and subsequent fees of S&P with respect to, and directly
          allocable to, the Notes and the transactions contemplated hereby and
          thereby. The fees for any other rating agency shall be paid by the
          party requesting such other agency's rating, unless such other agency
          is a substitute for S&P in the event that S&P is no longer rating the
          Notes, in which case the cost for such substitute agency shall be paid
          by each of TFC and the Issuer.

     (c)  Accountants' and Auditors' Fees. In the event that Radian's auditors
          are required to provide information or any consent in connection with
          the Offering Document prepared on or prior to the Date of Issuance,
          any reasonable fees therefor shall be paid by TFC. Each of TFC and the
          Issuer shall pay on demand any additional fees of Radian's auditors
          payable in respect of any Offering Document, the Notes or the
          transactions contemplated hereby and thereby that are incurred after
          the Date of Issuance.

     (d)  Enforcement and Modifications. Each of TFC and the Issuer agrees to
          pay to Radian any and all out-of-pocket charges, fees, costs and
          expenses (including, without limitation, reasonable fees and expenses
          of legal counsel and accountants) reasonably incurred by Radian in
          connection with (i) in the event of payments under the Policy, any
          accounts established to facilitate payments under the Policy, to the
          extent Radian has not been immediately reimbursed on the date that any
          amount is paid by Radian under the Policy, or other administrative
          expenses relating to such payments under the Policy, (ii) the
          enforcement, defense or preservation of any rights of Radian,
          including but not limited to defending, monitoring or participating in
          any litigation or proceeding (including any insolvency or bankruptcy
          proceeding commenced by or against the Issuer, the Servicer, the
          Parent, TFCRC VI or TFC, as the case may be) relating to any of the
          Transaction Documents, any party to any of the Transaction Documents
          or to the Transaction, (iii) any amendment, modification, waiver or
          any similar action, with respect to, or related to, any Transaction
          Document or the Transaction, whether or not executed or completed
          and/or (iv) any review or investigation made by Radian in those
          circumstances where the approval or consent of Radian is sought under
          any of the Transaction Documents.

     (e)  Third Party Advances. Each of TFC and the Issuer agrees to pay to
          Radian the amount of any and all payments made by Radian on behalf of,
          or advanced to, TFC, in its capacity as Servicer, or to the Trustee,
          including, without limitation, any amounts payable by TFC in its
          capacity as Servicer, or by the Trustee pursuant to the

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          Notes or any other Transaction Documents, and any payments made by
          Radian as, or in lieu of, any servicing, management, trustee,
          custodial or administrative fees payable, in the sole discretion of
          Radian to third parties in connection with the Transaction.

     (f)  No Obligation to Seek Reimbursement. All amounts payable under this
          Section 2.09 are to be immediately due and payable without demand, in
          full, without any requirement on the part of Radian or any other
          Person to seek reimbursement of such amounts from any other source of
          reimbursement or indemnity, or to allocate such amount to any other
          transaction that may have benefited from the expenditure of such
          amounts.

     Section 2.10. Payments, Generally.

     (a)  Interest. Interest shall accrue and be payable in respect of any
          amounts not paid when due under this Insurance Agreement, from the
          date such amounts became due until paid in full (after as well as
          before judgment), at a rate of interest equal to the Prime Rate from
          time to time in effect plus 2.0%. All amounts in respect of interest
          payable under this Insurance Agreement shall be calculated on the
          basis of a 360-day year for the actual number of days elapsed, and
          with respect to all amounts payable pursuant to Sections 2.03 or
          2.04(a) hereof shall be payable in accordance with the Indenture and
          the Sale and Servicing Agreement, or to the extent payable pursuant to
          any other Section herein, payable on demand.

     (b)  Certain Obligations Not Recourse to TFC. Notwithstanding any provision
          of this Article II to the contrary, the payment obligations provided
          in Section 2.09(d)(ii) and 2.09(e) (but only to the extent of advances
          to the Trustee in respect of payments on the Notes), in each case, to
          the extent that such payment obligations do not arise from any failure
          or default in performance by the Parent, TFC, or TFCRC VI of any of
          its obligations under the Transaction Documents, and any interest on
          the foregoing in accordance with Section 2.10(a), shall not be
          recourse to TFC, but shall be payable in the manner and in accordance
          with priorities provided in the Sale and Servicing Agreement. For the
          avoidance of doubt, all obligations of TFC hereunder shall constitute
          amounts owing under this Insurance Agreement and shall be payable in
          the manner and in accordance with the priorities provided in the Sale
          and Servicing Agreement with respect to such amounts.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     Section 3.01. Representations and Warranties with respect to TFC and TFCRC
VI. Each of TFC and TFCRC VI represents and warrants, as of the Closing Date,
with respect to TFC and TFCRC VI (and to the extent specifically set forth
below, with respect to the Issuer), that:

          (a) Due Organization and Qualification. (i) TFC is a corporation, duly
     organized, validly existing and in good standing under the laws of
     Virginia. TFC is not

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     organized under the laws of any other jurisdiction. TFC is duly qualified
     to do business, is in good standing and has obtained all necessary
     licenses, permits, charters, registrations and approvals (together,
     "approvals") necessary for the conduct of its business as currently
     conducted and as described in the Offering Document and the performance of
     its obligations under the Transaction Documents, in each jurisdiction in
     which the failure to be so qualified or to obtain such approvals might
     result in a Material Adverse Change. (ii) TFCRC VI is a corporation duly
     organized, validly existing and in good standing under the laws of
     Delaware. TFCRC VI is not organized under the laws of any other
     jurisdiction. TFCRC VI is duly qualified to do business, is in good
     standing and has obtained all necessary approvals necessary for the conduct
     of its business as currently conducted and as described in the Offering
     Document and the performance of its obligations under the Transaction
     Documents, in each jurisdiction in which the failure to be so qualified or
     to obtain such approvals might result in a Material Adverse Change.

          (b)  Power and Authority. Each of TFC and TFCRC VI has all necessary
     corporate power and authority to conduct its business as currently
     conducted and as described in the Offering Document, to execute, deliver
     and perform its obligations under the Transaction Documents and has full
     power and authority to sell and assign the Receivables and related property
     as contemplated by the Transaction Documents and to consummate the
     Transaction.

          (c)  Due Authorization. The execution, delivery and performance of the
     Transaction Documents by each of TFC and TFCRC VI has been duly authorized
     by all necessary corporate action and does not require any additional
     approvals or consents or other action by, or any notice to, or filing with,
     any Person, including, without limitation, any Governmental Authority or
     any of its stockholders.

          (d)  Noncontravention. None of the execution and delivery of the
     Transaction Documents by TFC or TFCRC VI, the consummation of the
     transactions contemplated thereby nor the satisfaction of the terms and
     conditions of the Transaction Documents,

          (i)  conflicts with or results in any material breach or violation of
               any provision of the Articles of Incorporation of TFC or
               Certificate of Incorporation of TFCRC VI, or the Bylaws of TFC or
               TFCRC VI, as the case may be, or any law, rule, regulation,
               order, writ, judgment, injunction, decree, determination or award
               currently in effect having applicability to TFC or TFCRC VI, as
               the case may be, or any of their respective properties, including
               regulations issued by an administrative agency or other
               Governmental Authority having supervisory powers over TFC or
               TFCRC VI, as the case may be,

          (ii) constitutes or will constitute a default by TFC or TFCRC VI, as
               the case may be, under or a material breach of any provision of
               any loan agreement, mortgage, indenture or other agreement or
               instrument to which TFC or TFCRC VI is a party or by which it, or
               any of its or their properties is, or may be, bound or affected,
               or

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<PAGE>

          (iii) results in or requires the creation of any Lien upon or in
                respect of any of the assets of TFC or TFCRC VI except as
                otherwise expressly contemplated by the Transaction Documents.

          (e)   Legal Proceedings. Other than as stated in the Private Placement
     Memorandum, there is no action, proceeding or investigation pending, or to
     the best knowledge of TFC or TFCRC VI after reasonable inquiry, threatened
     by or before any court, regulatory body, governmental or administrative
     agency or arbitrator against or affecting TFC or TFCRC VI, or any
     properties or rights of TFC or TFCRC VI, including without limitation, the
     Receivables, which might result in a Material Adverse Change with respect
     to TFC or TFCRC VI.

          (f)   Valid and Binding Obligations. Each of the Transaction Documents
     to which either TFC or TFCRC VI is a party when executed and delivered by
     TFC or TFCRC VI, as the case may be, will constitute the legal, valid and
     binding obligations of such Person, enforceable in accordance with their
     respective terms, except as such enforceability may be limited by
     bankruptcy, insolvency, reorganization, moratorium or other similar laws
     affecting creditors' rights generally and general equitable principles. The
     Certificate, when executed, authenticated and delivered in accordance with
     the Trust Agreement, will be validly issued and outstanding and entitled to
     the benefits of the Trust Agreement and will evidence the entire beneficial
     ownership interest in the Issuer. The Notes when executed, authenticated
     and delivered in accordance with the Indenture, will be entitled to the
     benefits of the Indenture and will constitute legal, valid and binding
     obligations of the Issuer, enforceable in accordance with their terms,
     except as limited by applicable bankruptcy, insolvency, reorganization,
     moratorium and similar laws affecting the enforcement of creditors' rights
     generally or general equitable principles (whether in a proceeding at law
     or in equity) and except to the extent that rights to indemnity and
     contribution may be limited by public policy.

          (g)   ERISA. Each of TFC and TFCRC VI is in compliance with ERISA and
     has not incurred and does not reasonably expect to incur, any liabilities
     to the PBGC under ERISA in connection with any Plan or Multiemployer Plan.

          (h)   Accuracy of Information. None of the Transaction Documents nor
     any of the Provided Documents contain any statement of a material fact with
     respect to TFC or TFCRC VI or the Transaction that was untrue or misleading
     in any material respect when made. Since the furnishing of the Provided
     Documents, there has been no change, nor any development or event involving
     a prospective change known to TFC or TFCRC VI, that would render any of the
     Provided Documents untrue or misleading in any material respect. There is
     no fact known to TFC or TFCRC VI which has a material possibility of
     causing a Material Adverse Change with respect to either of TFC or TFCRC
     VI, or which has a material possibility of impairing the value or
     marketability of the Receivables, taken as a whole, or decreasing the
     possibility that amounts due in respect of the Receivables will be
     collected as due.

          (i)   Compliance With Securities Laws. The Notes have not been offered
     or sold in any manner that would render the issuance and sale of the Notes
     a violation of the

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<PAGE>

     Securities Act or any state securities or "Blue Sky" laws or require
     registration pursuant thereto, nor has any Person been authorized to act in
     such manner. No registration under the Securities Act is required for the
     sale of the Notes as contemplated by the Transaction Documents, assuming
     the accuracy of the Purchaser's representations and warranties set forth in
     the Purchase Agreement, and satisfaction by the Initial Purchaser of its
     obligations set forth in the Note Purchase Agreement. Without limitation of
     the foregoing, the Offering Document does not contain any untrue statement
     of a material fact and does not omit to state a material fact required to
     be stated therein or necessary to make the statements made therein, in
     light of the circumstances under which they were made, not misleading.

          (j)   Transaction Documents. Each of the representations and
     warranties of TFC or TFCRC VI contained in the Transaction Documents is
     true and correct in all material respects and each of TFC or TFCRC VI
     hereby makes each such representation and warranty made by it to, and for
     the benefit of, Radian as if the same were set forth in full herein.

          (k)   No Consents. No consent, license, approval or authorization
     from, or registration, filing or declaration with, any regulatory body,
     administrative agency, or other governmental instrumentality, nor any
     consent, approval, waiver or notification of any creditor, lessor or other
     nongovernmental person, is required in connection with the execution,
     delivery and performance by TFC or TFCRC VI of this Insurance Agreement or
     of any other Transaction Document to which such Person is a party, except
     (in each case) as have been obtained and are in full force and effect.

          (l)   Compliance With Law Etc. No practice, procedure or policy
     employed or proposed to be employed by TFC or TFCRC VI in the conduct of
     their respective businesses violates any law, regulation, judgment,
     agreement, order or decree applicable to it which, if enforced, would
     result in a Material Adverse Change with respect to such Person.

          (m)   Special Purpose Entity.

          (i)   The capital of TFCRC VI is adequate for the business and
                undertakings of TFCRC VI.

          (ii)  Other than with respect to the purchase by TFC of the stock of
                TFCRC VI, and as provided in this Insurance Agreement and the
                Transaction Documents, TFCRC VI is not engaged in any business
                transactions with TFC.

          (iii) At least two directors of TFCRC VI shall be persons who are not,
                and will not be, a director, officer, employee or holder of any
                equity securities of TFC or any of its Affiliates or
                Subsidiaries.

          (iv)  The funds and assets of TFCRC VI are not, and will not be,
                commingled with the funds of any other Person.

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<PAGE>

          (v)   The Bylaws of TFCRC VI require it to maintain (A) correct and
                complete minute books and records of account, and (B) minutes of
                the meetings and other proceedings of its shareholders and board
                of directors.

          (n)   Solvency; Fraudulent Conveyance. Each of TFC and TFCRC VI is
     solvent, is able to pay its debts as they become due and will not be
     rendered insolvent by the Transaction and, after giving effect to such
     Transaction, neither TFC nor TFCRC VI will be left with an unreasonably
     small amount of capital with which to engage in its business. Neither TFC
     nor TFCRC VI intends to incur, or believes that it has incurred, debts
     beyond its ability to pay such debts as they mature. Neither TFC nor TFCRC
     VI contemplates the commencement of insolvency, bankruptcy, liquidation or
     consolidation proceedings or the appointment of a receiver, liquidator,
     conservator, trustee or similar official in respect of TFC or TFCRC VI, as
     the case may be, or any of their respective assets. The amount of
     consideration being received by TFCRC VI upon the sale of the Receivables
     to the Issuer constitutes reasonably equivalent value and fair
     consideration for the Receivables. TFCRC VI is not selling the Receivables
     to the Issuer, as provided in the Transaction Documents, with any intent to
     hinder, deal or defraud any of TFC's creditors.

          (o)   Good Title; Valid Transfer; Absence of Liens; Security Interest.

          (i)   Immediately prior to the pledge of the Collateral to the Trust
                Collateral Agent pursuant to the Indenture, the Issuer was the
                owner of, and had good and marketable title to, such property
                free and clear of all Liens and Restrictions on Transferability,
                and had or will have had full right, power and lawful authority
                to assign, transfer and pledge such Receivables. The Indenture
                constitutes a valid pledge of the Collateral to the Trust
                Collateral Agent and the Trust Collateral Agent shall have a
                valid and perfected first priority security interest in the
                Collateral, free and clear of all Liens and Restrictions on
                Transferability.

          (ii)  Immediately prior to the transfer of any Trust Property to the
                Issuer pursuant to the Sale and Servicing Agreement, TFCRC VI
                was or will have been the owner of, and had good and marketable
                title to, such property free and clear of all Liens and
                Restrictions on Transferability, and had or will have had full
                right, corporate power and lawful authority to assign, transfer
                and pledge such Receivables. In the event that a transfer of the
                Receivables by TFCRC VI to the Issuer is characterized as other
                than a sale, such transfer shall be characterized as a secured
                financing, and the Issuer shall have a valid and perfected first
                priority security interest in such Receivables free and clear of
                all Liens and Restrictions on Transferability.

          (iii) Immediately prior to the sale of the Receivables and Other
                Conveyed Property to TFCRC VI pursuant to the Purchase
                Agreement, TFC was or will have been the owner of, and had good
                and marketable title to, the Receivables being transferred by
                such party free and clear of all Liens and

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<PAGE>

                Restrictions on Transferability, and had or will have had full
                right, corporate power and lawful authority to assign, transfer
                and pledge such Receivables. In the event that a transfer of the
                Receivables by TFC to TFCRC VI is characterized as other than a
                sale, such transfer shall be characterized as a secured
                financing, and TFCRC VI shall have a valid and perfected first
                priority security interest in such Receivables free and clear of
                all Liens and Restrictions on Transferability.

          (p)   Taxes. Each of TFC and TFCRC VI has (i) filed all tax returns
     which are required to be filed in any jurisdiction and (ii) paid all taxes,
     assessments, fees and other governmental charges against TFC or TFCRC VI or
     any of the properties, income or franchises of TFC or TFCRC VI, to the
     extent that such taxes have become due, other than any taxes or
     assessments, the validity of which are being contested in good faith by
     appropriate proceedings and with respect to which it has set aside adequate
     reserves on its books in accordance with GAAP and which proceedings have
     not given rise to any Lien. To the best of the knowledge of TFC and TFCRC
     VI, all such tax returns were true and correct in all material respects and
     neither of TFC nor TFCRC VI knows of any proposed material additional tax
     assessment against it nor any basis therefor. Any taxes, assessments, fees
     and other governmental charges payable by TFC or TFCRC VI in connection
     with the Transaction, the execution and delivery of the Transaction
     Documents and the issuance of the Notes have been paid or shall have been
     paid at or prior to Closing Date.

          (q)   Private Placement Memorandum. As of the Closing Date, neither
     the Private Placement Memorandum nor any amendment thereof or supplement
     thereto (other than the Radian Information and the Initial Purchaser
     Information) contain any untrue statement of a material fact or omit to
     state a material fact necessary in order to make the statements therein, in
     light of the circumstances under which they were made, not misleading.

          (r)   Pledge of Shares. The shares of stock of TFCRC VI which have
     been pledged pursuant to the Stock Pledge Agreement constitute all of the
     issued and outstanding shares of stock of TFCRC VI.

          (s)   Investment Company. Neither TFC nor TFCRC VI is an "investment
     company" or a company "controlled" by an "investment company" within the
     meaning of the Investment Company Act, and none of the execution, delivery
     or performance of obligations under the Agreement or any of the Transaction
     Documents or the consummation of any of the transactions contemplated
     thereby will violate any provision of the Investment Company Act, or any
     rule, regulation or order issued by the Securities and Exchange Commission
     thereunder.

          (t)   No Restrictions on TFCRC VI Affecting Its Business. TFCRC VI is
     not a party to any contract or agreement, or subject to any charter or
     other corporate restriction which materially and adversely affects its
     business.

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<PAGE>

          (u)   Perfection of Security Interest. All filings and recordings as
     may be necessary to perfect the interest of the Issuer in the Receivables
     have been accomplished and are in full force and effect. TFCRC VI will from
     time to time, at its own expense, execute and file such additional
     financing statements (including continuation statements) as may be
     necessary to ensure that at any time, the interest of the Issuer (and the
     priority of such interest) in all of the Receivables is fully protected.

          (v)   Ownership of TFCRC VI. 100% of the issued and outstanding shares
     of capital stock of TFCRC VI are directly owned (both beneficially and of
     record) by TFC. Such shares are validly issued, fully paid and
     nonassessable and no one other than TFC has any options, warrants or other
     rights to acquire shares of capital stock of and from TFCRC VI.

          (w)   No Broker, Finder or Financial Adviser Other Than West LB.
     Neither TFCRC VI nor any of its officers, directors, employees or agents
     has employed any broker, finder or financial adviser other than West LB or
     incurred any liability for fees or commissions to any person other than
     West LB in connection with the offering, issuance or sale of the Notes.

          (x)   Rating Agency. The information supplied by TFC or TFCRC VI to
     the Rating Agency in connection with obtaining a rating for the Notes did
     not contain any untrue statement of a material fact or omit to state any
     material fact required to be stated in order to make such information not
     misleading.

          (y)   No Violation of Exchange Act or Regulations T, U or X. None of
     the transactions contemplated in the Transaction Documents (including the
     use of the proceeds from the sale of the Notes and the pledge of the shares
     of TFCRC VI under the Stock Pledge Agreement) will result in a violation of
     Section 7 of the Securities and Exchange Act, or any regulations issued
     pursuant thereto, or in a violation of any of Regulations T, U and X of the
     Board of Governors of the Federal Reserve System.

          (z)   Financial Statements. The Financial Statements of TFC, copies of
     which have been furnished to Radian, (i) are, as of the dates and for the
     periods referred to therein, complete and correct in all material respects.
     (ii) present fairly the financial condition and results of operations of
     TFC as of the dates and for the periods indicated, and (iii) have been
     prepared in accordance with GAAP consistently applied, except as noted
     therein (subject as to interim statements to normal year-end adjustments).
     Since the date of the most recent Financial Statements, there has been no
     Material Adverse Change. Except as disclosed in the Financial Statements,
     TFC is not subject to any contingent liabilities or commitments that,
     individually or in the aggregate, have a material possibility of causing a
     Material Adverse Change with respect to TFC.

     Section 3.02. Representations and Warranties of the Issuer. The Issuer
represents and warrants, as of the Closing Date, as follows:

          (a)   Due Organization and Qualification. The Issuer is duly formed
     and validly existing as a Delaware statutory trust and is in good standing
     under the laws of the

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<PAGE>

     State of Delaware. The Issuer is not organized under the laws of any other
     jurisdiction. The Issuer is duly qualified to do business, is in good
     standing and has obtained all necessary licenses, permits, charters,
     registrations and approvals (together, "approvals") necessary for the
     conduct of its business as currently conducted and as described in the
     Offering Document and the performance of its obligations under the
     Transaction Documents, in each jurisdiction in which the failure to be so
     qualified or to obtain such approvals would render any Receivable or
     Transaction Document unenforceable in any material respect or would
     otherwise cause a Material Adverse Change to occur with respect to the
     Transaction.

          (b)   Power and Authority. The Issuer has all necessary trust power
     and authority to conduct its business as currently conducted and as
     described in the Offering Document, to execute, deliver and perform its
     obligations under the Transaction Documents and has full power and
     authority to sell and assign the Receivables as contemplated by the
     Transaction Documents and to consummate the Transaction.

          (c)   Due Authorization. The execution, delivery and performance of
     the Transaction Documents by the Issuer have been duly authorized by all
     necessary trust action and do not require any additional approvals or
     consents or other action by, or any notice to or filing with, any Person,
     including, without limitation, any Governmental Authority.

          (d)   Noncontravention. None of the execution and delivery of the
     Transaction Documents by the Issuer, the consummation of the transactions
     contemplated thereby nor the satisfaction of the terms and conditions of
     the Transaction Documents,

          (i)   conflicts with, or results in any material breach or violation
                of, any provision of the Certificate or the Trust Agreement, or
                any law, rule, regulation, order, writ, judgment, injunction,
                decree, determination or award currently in effect having
                applicability to the Issuer or its property, including
                regulations issued by an administrative agency or other
                Governmental Authority having supervisory powers over the
                Issuer,

          (ii)  constitutes, or will constitute, a material default by the
                Issuer under, or a material breach of, any provision of any loan
                agreement, mortgage, indenture or other agreement or instrument
                to which the Issuer is a party or by which it or any of its
                property is or may be bound or affected, or

          (iii) results in or requires the creation of any Lien upon or in
                respect of any of the assets of the Issuer, except as otherwise
                expressly contemplated by the Transaction Documents.

          (e)   Legal Proceedings. There is no action, proceeding, suit or
     investigation by or before any court, governmental or administrative agency
     or arbitrator against or affecting the Issuer, or any properties or rights
     of the Issuer, pending or, to the knowledge of the Issuer, threatened,
     which, in any case, if decided adversely, would result in a Material
     Adverse Change with respect to the Issuer, the Certificate or the Notes.

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<PAGE>

          (f)  Valid and Binding Obligations. Each of the Transaction Documents
     to which the Issuer is a party when executed by the Owner Trustee on behalf
     of the Issuer, will constitute the legal, valid and binding obligations of
     the Issuer enforceable against the Issuer in accordance with their
     respective terms, except as limited by applicable bankruptcy, insolvency,
     reorganization, moratorium and similar laws affecting the enforcement of
     creditors' rights generally or general equitable principles (whether in a
     proceeding at law or in equity) and except to the extent that rights to
     indemnity and contribution may be limited by public policy. The
     Certificate, when executed, authenticated and delivered in accordance with
     the Trust Agreement, will be validly issued and outstanding and entitled to
     the benefits of the Trust Agreement and will evidence the entire beneficial
     ownership interest in the Issuer. The Notes when executed, authenticated
     and delivered in accordance with the Indenture, will be entitled to the
     benefits of the Indenture and will constitute legal, valid and binding
     obligations of the Issuer, enforceable in accordance with their terms,
     except as limited by applicable bankruptcy, insolvency, reorganization,
     moratorium and similar laws affecting the enforcement of creditors' rights
     generally or general equitable principles (whether in a proceeding at law
     or in equity) and except to the extent that rights to indemnity and
     contribution may be limited by public policy.

          (g)  Accuracy of Information. None of the Transaction Documents, nor
     any of the Provided Documents, contain any statement of a material fact
     with respect to the Issuer or the Transaction that was untrue or misleading
     in any material respect when made. Since the furnishing of the Provided
     Documents, there has been no change, that would render any of the Provided
     Documents untrue or misleading in any material respect. There is no fact
     known to the Issuer which has a material possibility of causing a Material
     Adverse Change with respect to the Issuer or which has a material
     possibility of impairing the value or marketability of the Receivables,
     taken as a whole, or decreasing the possibility that amounts due in respect
     of the Receivables will be collected as due.

          (h)  Compliance With Securities Laws; Offering Document. The Notes
     have not been offered or sold in any manner that would render the issuance
     and sale of the Notes a violation of the Securities Act or any state
     securities or "Blue Sky" laws or require registration pursuant thereto, nor
     has any Person been authorized to act in such manner. No registration under
     the Securities Act is required for the sale of the Notes as contemplated by
     the Transaction Documents, assuming the accuracy of the Purchaser's
     representations and warranties set forth in the Purchase Agreement, and
     satisfaction by the Initial Purchaser of its obligations set forth in the
     Note Purchase Agreement. Without limitation of the foregoing, the Offering
     Document did not, as of its date, and does not, as of the date hereof,
     contain any untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements made
     therein, in light of the circumstances under which they were made, not
     misleading.

          (i)  Transaction Documents. Each of the representations and warranties
     of the Issuer contained in the Transaction Documents is true and correct in
     all material respects and the Issuer hereby makes each such representation
     and warranty made by it to, and for the benefit of, Radian as if the same
     were set forth in full herein.

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          (j)   No Consents. No consent, license, authorization or approval
     from, or registration or other action by, and no notice to or filing or
     declaration with, any governmental entity or regulatory body, is required
     for the due execution, delivery and performance by the Issuer of the
     Transaction Documents or any other material document or instrument to be
     delivered thereunder, except (in each case) as have been obtained or the
     failure of which to be obtained would not be reasonably likely to cause a
     Material Adverse Change with respect to the Transaction.

          (k)   Compliance With Law. Etc. No practice, procedure or policy
     employed or proposed to be employed by the Issuer in the conduct of its
     business violates any law, regulation, judgment, agreement, order or decree
     applicable to it which, if enforced, would result in a Material Adverse
     Change with respect to the financial condition of such Person.

          (l)   Special Purpose Entity.

          (i)   The capital of the Issuer is adequate for the business and
                undertakings of the Issuer.

          (ii)  Except as contemplated by the Transaction Documents, the Issuer
                is not engaged in any business transactions with TFC, the
                Parent, TFCRC VI or any Affiliate of any of them.

          (iii) The Issuer's funds and assets are not, and will not be,
                commingled with the funds of any other Person.

          (m)   Solvency; Fraudulent Conveyance. The Issuer is solvent and will
     not be rendered insolvent by the Transaction and, after giving effect to
     such Transaction, the Issuer will not be left with an unreasonably small
     amount of capital with which to engage in its business. The Issuer does not
     intend to incur, or believe that it has incurred, debts beyond its ability
     to pay such debts as they mature. The Issuer does not contemplate the
     commencement of insolvency, bankruptcy, liquidation or consolidation
     proceedings or the appointment of a receiver, liquidator, conservator,
     trustee or similar official in respect of the Issuer or any of its assets.

          (n)   Perfection of Liens and Security Interest. On the Closing Date,
     the Lien and security interest in favor of the Trust Collateral Agent with
     respect to the Collateral will be perfected by the filing of financing
     statements on Form UCC-1 in each jurisdiction where such recording or
     filing is necessary for the perfection thereof, the delivery of the
     Receivables Files to the Trust Collateral Agent, and the establishment of
     the Collection Account, the Spread Account and the Note Payment Account in
     accordance with the provisions of the Transaction Documents, and no other
     filings in any jurisdiction or any other actions (except as expressly
     provided herein) are necessary to perfect the Trust Collateral Agent's Lien
     on and security interest in the Collateral as against any third parties.

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          (o)   Investment Company. The Issuer is not an "investment company" or
     a company "controlled" by an "investment company" within the meaning of the
     Investment Company Act, and none of the execution, delivery or performance
     of obligations under the Agreement or any of the Transaction Documents or
     the consummation of any of the transactions contemplated thereby by the
     Issuer or the acquisition by the Issuer of the Receivables will violate any
     provision of the Investment Company Act, or any rule, regulation or order
     issued by the Securities and Exchange Commission thereunder.

          (p)   Collateral. On the Closing Date, the Issuer will have good and
     marketable title to each item of Trust Property conveyed on such date and
     will own each such item free and clear of any Lien (other than Liens
     contemplated under the Indenture) or any equity or participation interest
     of any other Person.

          (q)   Security Interest in Funds and Investments. Assuming the
     retention of funds in the Trust Accounts and/or the Spread Account, such
     funds will be subject to a valid and perfected, first priority security
     interest in favor of the Trust Collateral Agent on behalf of the Trustee
     (for the benefit of the Noteholders and Radian).

          (r)   No Violation of Exchange Act or Regulations T, U or X. None of
     the transactions contemplated in the Transaction Documents will result in a
     violation of Section 7 of the Securities Exchange Act, or any regulations
     issues pursuant thereto, or any of Regulations T, U and X of the Board of
     Governors of the Federal Reserve System. The Issuer does not own nor does
     it intend to carry or purchase any "Margin Security" within the meaning of
     said Regulation U, including margin securities originally issued by it or
     any "margin stock" within the meaning of said Regulation U.

                                   ARTICLE IV

                                    COVENANTS

     Section 4.01. Covenants of TFCRC VI and TFC. Each of TFCRC VI and TFC
hereby covenants and agrees that during the term of this Insurance Agreement,
unless Radian shall otherwise expressly consent in writing (in the absence of an
Insurer Default which shall have occurred and be continuing):

          (a)   Compliance With Agreements and Applicable Laws. Each of TFCRC VI
     and TFC shall perform each of its respective obligations under the
     Transaction Documents and shall comply with all material requirements of
     any law, rule or regulation applicable to it, or that are required in
     connection with its performance under any of the Transaction Documents.
     Neither TFCRC VI nor TFC will cause or permit to become effective any
     amendment to or modification of any of the Transaction Documents to which
     it is a party, unless Radian shall have previously approved in writing the
     form of such amendment or modification and shall have received all fees and
     expenses payable under the Premium Letter in connection therewith (provided
     that such prior written approval of Radian shall not be required in the
     event that (x) an Insurer Default shall have occurred and be continuing or
     (y) the proposed amendment or modification shall not have any adverse
     effect on Radian). Neither TFCRC VI nor TFC shall take any action or fail

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     to take any action that would interfere with the enforcement of any rights
     of Radian or the Trust Collateral Agent under the Transaction Documents.

          (b)   Reports; Other Information. Each of TFCRC VI and TFC shall keep
     or cause to be kept in reasonable detail, books and records of account of
     their respective assets and business, and in the case of TFC, which shall
     clearly reflect the transfer of the Receivables to TFCRC VI, and, in the
     case of TFCRC VI, which shall clearly reflect the transfer of the
     Receivables to the Issuer, and subsequently to the Trust Collateral Agent.
     Each of TFCRC VI and TFC shall furnish or caused to be furnished to Radian:

          (i)   Promptly upon receipt thereof, copies of all reports,

                statements, certifications, schedules, or other similar items
                delivered to or by TFCRC VI and TFC pursuant to the terms of the
                Transaction Documents and, promptly upon request, such other

                data as Radian may reasonably request; provided, however, that
                neither TFCRC VI nor TFC shall be required to deliver any such
                items if provision by some other party to Radian is required
                under the Transaction Documents unless such other party
                wrongfully fails to deliver such item. TFCRC VI and TFC shall,
                upon the reasonable request of Radian, permit Radian or its
                authorized agents (including, without limitation, any reinsurers
                of Radian appointed by Radian as an agent for such purposes) (A)
                to inspect its books and records as they may relate to the
                Notes, the Receivables, the obligations of TFCRC VI and TFC
                under the Transaction Documents, the Transaction and the
                business of TFC or TFCRC VI; (B) to discuss the affairs,
                finances and accounts of TFCRC VI and TFC with an officer of
                each such Person upon Radian's reasonable request; and (C) to
                discuss the affairs, finances and accounts of TFCRC VI and TFC
                with its independent accountants, provided that an officer of
                such Person shall have the right to be present during such
                discussions. Such inspections and discussions shall be conducted
                during normal business hours and shall not unreasonably disrupt
                the business of such Person. The reasonable fees and expenses of
                Radian or any such authorized agents shall be for the account of
                TFC.

          (ii)  TFC shall provide or cause to be provided to Radian an executed
                original copy of each document executed in connection with the
                transaction within 30 days after the Closing Date.

          (iii) At least 30 days prior to the implementation thereof, notice of
                any material change to the software, hardware or other systems
                employed by the Parent or TFC in connection with billing,
                collecting or otherwise servicing the Receivables.

          (c)   Notice of Material Events. TFCRC VI and TFC shall promptly
     inform Radian in writing of the occurrence of any of the following:

          (i)   the submission of any claim or the initiation of any legal
                process, litigation or administrative or judicial investigation
                (A) against TFCRC VI or TFC

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<PAGE>

                pertaining to the Receivables in general, (B) with respect to a
                material portion of the Receivables or (C) in which a request
                has been made for certification as a class action (or equivalent
                relief) that would involve a material portion of the
                Receivables;

          (ii)  any change in the location of the principal office of either of
                TFCRC VI or TFC or any change in the location of the books and
                records of TFCRC VI or TFC;

          (iii) the occurrence of any Trigger Event, Event of Default, Servicer
                Termination Event, Default or Insurance Agreement Event of
                Default; or

          (iv)  any other event, circumstance or condition that has resulted, or
                which TFCRC VI or TFC, as the case may be, reasonably believes
                might result, in a Material Adverse Change with respect to TFCRC
                VI or TFC.

          (d)   Further Assurances. Each of TFCRC VI and TFC will file all
     necessary financing statements, assignments or other instruments, and any
     amendments or continuation statements relating thereto, necessary to be
     kept and filed in such manner and in such places as may be required by law
     to preserve and protect fully the Lien on and security interest in, and all
     rights of the Trust Collateral Agent, for the benefit of the Trustee (on
     behalf of the Noteholders) and Radian with respect to the Receivables, the
     Collection Account, the Note Payment Account, the Spread Account, the stock
     of TFCRC VI subject to the Stock Pledge Agreement and all of the other
     Collateral. In addition, each of TFCRC VI and TFC shall, upon the request
     of Radian, from time to time, execute, acknowledge and deliver, or cause to
     be executed, acknowledged and delivered, within thirty (30) days of such
     request, such amendments hereto and such further instruments and take such
     further action as may be reasonably necessary to effectuate the intention,
     performance and provisions of the Transaction Documents or to protect the
     interest of the Issuer, the Owner Trustee, the Trustee (for the benefit of
     the Noteholders) and Radian, in the Receivables, the Collection Account,
     the Note Payment Account, the Spread Account, the stock of TFCRC VI subject
     to the Stock Pledge Agreement and all of the other Collateral, free and
     clear of all Liens and Restrictions on Transferability except as
     contemplated by the Transaction Documents. In addition, each of TFCRC VI
     and TFC agrees to cooperate with the Rating Agency in connection with any
     review of the Transaction which may be undertaken by such Rating Agency and
     after the date hereof.

          (e)   TFCRC VI's Corporate Existence. TFCRC VI shall maintain its
     corporate existence and shall at all times continue to be duly organized
     under the laws of Delaware, and duly qualified and duly authorized (as
     described in Sections 3.01 (a), (b) and (c) hereof, including, but not
     limited to, in the Commonwealth of Virginia) and shall conduct its business
     in accordance with the terms of its Certificate of Incorporation and
     Bylaws.

          (f)   TFC's Corporate Existence. TFC shall maintain its corporate
     existence and shall at all times continue to be duly organized under the
     laws of Virginia, and duly qualified and duly authorized (as described in
     Sections 3.01 (a), (b) and (c) hereof) and

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<PAGE>

     shall conduct its business in accordance with the terms of its Articles of
     Incorporation and Bylaws.

          (g)   Disclosure Document. Each Offering Document delivered with
     respect to the Notes shall clearly disclose that the Policy is not covered
     by the property/casualty insurance security fund specified in Article 76 of
     the New York Insurance Law. In addition, each Offering Document delivered
     with respect to the Notes which includes financial statements of Radian
     prepared in accordance with GAAP shall include the following statement
     immediately preceding such financial statements:

                The New York State Insurance Department
                recognizes only statutory accounting
                practices for determining and reporting
                the financial condition and results of
                operations of an insurance company, for
                determining its solvency under the New
                York Insurance Law, and for determining
                where its financial condition warrants
                the payment of a dividend to its
                stockholders. No consideration is given
                by the New York State Insurance
                Department to financial statements
                prepared in accordance with generally
                accepted accounting principles in making
                such determinations.

          (h)   Special Purpose Entity.

          (i)   TFCRC VI shall conduct its business solely in its own name
                through its duly authorized officers or agents so as not to
                mislead others as to the identity of the entity with which those
                others are concerned; in particular, TFCRC VI shall (A) require
                that its employees, if any, identify themselves as employees of
                TFCRC VI when conducting business of TFCRC VI, (B) use its best
                efforts to avoid the appearance that it is conducting business
                on behalf of any Affiliate thereof or that its assets are
                available to pay the creditors of TFC or the Parent or any
                Affiliate thereof, (C) maintain at all times stationary separate
                from that of any Affiliate, and (D) conduct all oral and written
                communications, including, without limitation, letters,
                invoices, purchase orders, contracts, statements and loan
                applications, solely in the name of TFCRC VI.

          (ii)  Each of TFC and TFCRC VI shall respond to any inquiries made
                directly to it with respect to ownership of a Receivable by
                stating that TFCRC VI acquired such Receivable from TFC, that
                TFCRC VI contributed such Receivable to the Issuer and that the
                Trust Collateral Agent has been granted a security interest in
                such Receivable.

          (iii) TFCRC VI shall compensate all employees, consultants and agents
                directly or indirectly through reimbursement of TFC, from TFCRC
                VI's bank accounts, for services provided to TFCRC VI by such
                employees,

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<PAGE>

                 consultants and agents and, to the extent any employee,
                 consultant or agent of TFCRC VI is also an employee, consultant
                 or agent of TFC, allocate the compensation of such employee,
                 consultant or agent between TFCRC VI and TFC on a basis which
                 reflects the respective services rendered to TFCRC VI and TFC.

          (iv)   TFCRC VI shall keep its assets and liabilities wholly separate
                 from those of all other entities, including, but not limited to
                 TFC and the Parent and the Affiliates thereof. TFCRC VI shall
                 not commingle its funds or other assets with those of any of
                 its Affiliates (other than in respect of items of payment or
                 funds which may be commingled until deposit into the Collection
                 Account in accordance with the Sale and Servicing Agreement),
                 and not hold its assets in any manner that would create an
                 appearance that such assets belong to any such Affiliate, not
                 maintain bank accounts or other depository accounts to which
                 any such Affiliate is an account party, into which such
                 Affiliate makes deposits or from which any such Affiliate has
                 the power to make withdrawals, and not act as an agent or
                 representative of any of its Affiliates in any capacity.

          (v)    TFCRC VI shall not guarantee any obligation of any of its
                 Affiliates nor have any of its obligations guaranteed by any
                 such Affiliate (either directly or by seeking credit based on
                 the assets of such Affiliate), or otherwise hold itself out as
                 responsible for the debts of any Affiliate;

          (vi)   TFCRC VI shall maintain corporate records and books of account
                 separate from those of TFC or the Parent, and the Affiliates
                 thereof.

          (vii)  TFCRC VI shall obtain proper authorization from its Board of
                 Directors of all corporate action requiring such authorization.
                 Meetings of the Board of Directors of TFCRC VI shall be held
                 not less frequently than one time per annum, and copies of the
                 minutes of each such board meeting shall be delivered to Radian
                 within 30 days of such meeting.

          (viii) TFCRC VI shall obtain proper authorization from its
                 shareholders of all corporate action requiring shareholder
                 approval. Meetings of the shareholders of TFCRC VI shall be
                 held not less frequently than one time per annum, and copies of
                 each such authorization and the minutes of each such
                 shareholder meeting shall be delivered to Radian within 30 days
                 of such authorization or meeting, as the case may be.

          (ix)   TFCRC VI shall (A) pay its own incidental administrative costs
                 and expenses from its own funds, (B) allocate all other shared
                 overhead expenses (including, without limitation, telephone and
                 other utility charges, the services of shared employees,
                 consultants and agent, and reasonable legal auditing expenses),
                 and other items of cost and expense shared between TFCRC VI and
                 any Affiliate thereof, on the basis of actual use to the extent
                 practicable, and to the extent such allocation is not

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<PAGE>

                 practicable, on a basis reasonably related to actual use or the
                 value of services rendered. TFCRC VI shall not permit any of
                 its Affiliates to pay its operation expenses.

          (x)    The annual financial statements of each of the Parent, TFC and
                 TFCRC VI shall disclose the effects of the Transactions in
                 accordance with GAAP and shall disclose that neither the assets
                 of TFCRC VI nor the assets of the Issuer are available to pay
                 creditors of the Parent or TFC, or any of their other
                 Affiliates. Without limiting the foregoing, each of the Parent
                 and TFC shall ensure that any of its consolidated financial
                 statements have notes to the effect that TFCRC VI and the
                 Issuer are separate entities whose creditors have a claim on
                 their respective assets prior to those assets becoming
                 available to its equity holders and to any of their respective
                 creditors.

          (xi)   The resolutions, agreements and other instruments of TFCRC VI
                 underlying the transactions described in this Insurance
                 Agreement and in the other Transaction Documents shall be
                 continuously maintained by TFCRC VI as official records of
                 TFCRC VI, separately identified and held apart from the records
                 of TFC and the Parent and each affiliate thereof.

          (xii)  TFCRC VI shall at all times have at least two independent
                 directors who satisfy the definition of Independent Director
                 provided in its certificate of incorporation, and have at least
                 one officer responsible for managing its day-to-day business
                 and manage such business by or under the direction of its board
                 of directors.

          (xiii) TFCRC VI shall take such actions as are necessary on its part
                 to ensure that the facts and assumptions set forth in the
                 non-consolidation opinion delivered by its counsel remain true
                 and correct at all times.

          (i)    Maintenance of Licenses. Each of TFCRC VI and TFC shall
     maintain all licenses, permits, charters and registrations which are
     material to the performance by it of its obligations under this Insurance
     Agreement and each other Transaction Document to which it is a party or by
     which it is bound.

          (j)    Transaction Documents. Each of TFCRC VI and TFC shall comply
     with each of the covenants, as applicable, made by it in each of the
     Transaction Documents.

          (k)    Ownership of TFCRC VI. TFC shall at all times own 100% of the
     issued and outstanding shares of capital stock of TFCRC VI free and clear
     of any Liens.

          (l)    Civilian Portfolio. TFC shall cause, with respect to each
     calendar quarter ending before January 1, 2004, the fraction (stated as a
     percentage) (A) the numerator of which is the aggregate outstanding
     principal balance of Contracts serviced by TFC (including, without
     limitation, those Contracts pledged to secure loans to TFC or transferred
     by TFC in connection with securitization transactions) as determined as of
     the close of business of the last day of the most recently concluded
     calendar quarter, and in

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<PAGE>

     respect of which the Obligors are not military personnel and (B) the
     denominator of which is the aggregate outstanding principal balance of all
     such Contracts serviced by TFC as determined as of the close of business of
     the last day of such calendar quarter, not to exceed for such calendar
     quarter, the percentage set forth opposite such Monthly Period on Schedule
     2 attached hereto and under the heading "Civilian Percentage Limit".

          (m)    Access to Records; Discussions with Officers. TFC shall, upon
     the reasonable request of Radian, permit Radian or its authorized agent
     (including, without limitation, any reinsurers of Radian appointed by
     Radian as an agent for such purposes) access to:

          (i)    the documentation regarding the Receivables, the other
                 Collateral, the obligations of TFC under the Transaction
                 Documents, the business of TFC and the transactions consummated
                 in connection therewith including, but not limited to, the
                 accounts, records and computer systems maintained by TFC with
                 respect thereto; and

          (ii)   any of the properties of TFC, to examine all of its books of
                 account, records, reports and other papers, to make copies and
                 extracts therefrom and to discuss its affairs, finances and
                 accounts with its officers, employees, and independent public
                 accounts (and by this provision TFC authorizes said accountants
                 to discuss the finances and affairs of TFC) (in each such case,
                 it being understood that an officer of TFC shall be entitled to
                 be present during any such examination and/or discussion).

          Such inspections and discussions shall be conducted at such reasonable
     times and as often as may be reasonably requested. In each case, such
     access shall be afforded without charge but only upon reasonable request
     and during normal business hours.

          (n)    Benefit Plan. Each of TFC and TFCRC VI shall comply in all
     material respects with the provisions of ERISA, the Code, and all other
     applicable laws, and the regulations and interpretations thereunder to the
     extent applicable, with respect to each Benefit Plan. Each of TFC and TFCRC
     VI will not, and will cause any ERISA Affiliate not to:

          (i)    engage in any non-exempt prohibited transaction (within the
                 meaning of Code Section 4975 or ERISA Section 406) with respect
                 to any Benefit Plan which would result in a material liability
                 to either of TFC or TFCRC VI;

          (ii)   permit to exist any accumulated funding deficiency as defined
                 in Section 301(a) of ERISA and Section 412(a) of the Code, with
                 respect to any Benefit Plan which is subject to Section 302(q)
                 of ERISA or 412 of the Code;

          (iii)  terminate any Benefit Plan of either of TFC or TFCRC VI or any
                 ERISA Affiliate if such termination would result in any
                 material liability to either of TFC or TFCRC VI or an ERISA
                 Affiliate; or

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<PAGE>

          (iv)   create any defined benefit plan (as defined in ERISA).

          (o)    Reporting and Accounting Treatment. For reporting and
     accounting purposes, and in its books of account and records, TFCRC VI will
     treat each transfer of Receivables pursuant to the Sale and Servicing
     Agreement as an absolute sale and assignment of TFCRC VI's full right,
     title and ownership interest in such Receivable and TFCRC VI will not
     account for or treat the Transactions in any other manner.

          (p)    Financial Statements; Accountants' Reports; Other Information.
     TFC shall keep, or cause to be kept, in reasonable detail books and records
     of account of its assets and business, and shall clearly reflect therein
     the transfer of the Receivables from TFC to TFCRC VI, and from TFCRC VI to
     the Issuer, and the sale of the Notes to the Noteholders, as a sale of
     TFCRC VI's respective interests in the Receivables evidenced by the Notes.
     TFC shall furnish or cause to be furnished to Radian:

          (i)    Annual Financial Statements. As soon as available, and in any
                 event within 120 days after the close of each fiscal year of
                 the Parent, the audited consolidated balance sheets of TFC and
                 the Parent, and the unaudited balance sheets of TFCRC VI, in
                 each case as of the end of such fiscal year, and the audited
                 consolidated statements of income, shareholders' equity and
                 cash flows of TFC and the Parent, and the unaudited
                 consolidated statements of income, shareholders' equity and
                 cash flows of TFCRC VI, as applicable, for such fiscal year,
                 all in reasonable detail and stating in comparative form the
                 respective figures for the corresponding date and period in the
                 preceding fiscal year, in each case prepared in accordance with
                 GAAP, consistently applied, and in the case of TFC and the
                 Parent, accompanied by the certificate of independent
                 accountants (which shall be a nationally recognized firm or
                 otherwise acceptable to Radian) and certified by an authorized
                 officer of the relevant entity as being complete and correct in
                 all material respects, and in the case of TFCRC VI, certified
                 by an authorized officer of TFCRC VI as being complete and
                 correct in all material respects, and in each case presenting
                 the financial condition and results of operations of the
                 Parent, TFC or TFCRC VI, as applicable, as of the dates and for
                 the periods indicated, in accordance with GAAP consistently
                 applied.

          (ii)   Quarterly Financial Statements. As soon as available, and in
                 any event within 45 days after the close of the first three
                 quarters of each fiscal year of TFC and the Parent, the
                 unaudited consolidated balance sheets of TFC, the Parent and
                 TFCRC VI, in each case as of the end of each such quarter and
                 the unaudited consolidated statements of income and cash flows
                 of TFC and the Parent for the portion of the fiscal year then
                 ended, all in reasonable detail and stating in comparative form
                 the respective figures for the corresponding date and period in
                 the preceding fiscal year, prepared in accordance with GAAP,
                 consistently applied (subject to normal year-end adjustments),
                 and certified by an authorized officer of TFC as being complete
                 and correct in all material respects and presenting the
                 financial

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<PAGE>

                condition and results of operations of TFC or the Parent, as
                applicable, as of the dates and for the periods indicated, in
                accordance with GAAP consistently applied (subject as to interim
                statements to normal year-end adjustments).

          (iii) Other Information. Promptly upon receipt thereof, copies of all
                reports, statements, certifications, schedules, or other similar
                items delivered to or by TFC pursuant to the terms of the
                Transaction Documents and, promptly upon request, such other
                data as Radian may reasonably request; provided, however, that
                TFC shall not be required to deliver any such items if provision
                by some other party to Radian is required under the Transaction
                Documents unless such other party wrongfully fails to deliver
                such item. The reasonable fees and expenses of Radian or any
                such authorized agents shall be for the account of TFC. In
                addition, TFC shall promptly (but in no case more than 30 days
                following issuance or receipt by a Commonly Controlled Entity)
                provide to Radian a copy of all correspondence between a
                Commonly Controlled Entity and the PBGC, IRS, Department of
                Labor or the administrators of a Multiemployer Plan relating to
                any Reportable Event or the under-funded status, termination or
                possible termination of a Plan or a Multiemployer Plan. The
                books and records of TFC will be maintained at the address for
                it designated herein for receipt of notices, unless it shall
                otherwise advise the parties hereto in writing.

          (iv)  Closing Documents. TFC shall provide, or cause to be provided,
                to Radian an executed original copy of each document executed in
                connection with the Transaction within 30 days after the Closing
                Date.

          (q)   Agreed Upon Procedures; Reports. (1) TFC shall cause a firm of
     nationally recognized independent certified public accountants (the
     "Independent Accountants"), who may also render other services to TFC
     and/or to TFCRC VI, to deliver to the Board of Directors of the Servicer,
     to the Trustee, the Owner Trustee, the Trust Collateral Agent and Radian
     (with a copy delivered to the Rating Agency):

          (i)   As soon as practical, but in no event later than 45 days after
                the delivery by the Servicer of the third Servicer's Certificate
                required to be delivered by the Servicer after the Closing Date
                pursuant to Section 4.8 of the Sale and Servicing Agreement, a
                statement (the "Initial Accountant's Statement"), in form and
                substance satisfactory to Radian, reviewing the results of the
                Independent Accountants' performance of certain agreed upon
                procedures with respect to the Servicer, its reporting and
                record keeping and the degree of its compliance with provisions
                of the Basic Documents requiring the deposit or remittance of
                funds by the Servicer to the Collection Account, substantially
                to the effect that: (1) the Independent Accountants have
                examined the accounts and records of the Servicer relating to
                the Receivables (which records shall be described in one or more
                schedules to such statement), (2) such firm has compared the
                information contained in the third Servicer's Certificate
                delivered by the

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<PAGE>

                Servicer pursuant to Section 4.8 of the Sale and Servicing
                Agreement with information contained in such accounts and
                records for such periods, (3) such firm has traced deposits and
                remittances made to the Collection Account by the Servicer for
                such periods, and (4) on the basis of the agreed upon procedures
                so performed, whether and to what extent (x) the information
                contained in such Servicer's Certificates reconciles with the
                information contained in such accounts and records, (y) such
                accounts and records of the Servicer related to the Receivables
                agree to the respective source documents, and (z) the Servicer
                has complied with the obligations set forth in the Basic
                Documents with respect to the deposits and remittances made to
                the Collection Account by the Servicer for such periods, except
                for such exceptions as TFC and Radian believe to be immaterial
                and such other exceptions as shall be set forth in such
                statement;

          (ii)  In the event that the Initial Accountant's Statement indicates a
                degree of accuracy with respect to the third Servicer's
                Certificate deemed by Radian to be unsatisfactory in the
                exercise of its sole discretion, as soon as practical after
                written demand therefor by Radian to TFC and the Independent
                Accountants (which demand may be made as frequently as deemed
                necessary in the sole discretion of Radian), but in no event
                later than 30 days after the delivery to Radian by the Servicer
                of any subsequent Servicer's Certificate constituting the
                subject of such demand, a statement (each, an "Additional
                Accountant's Statement"), in form and substance satisfactory to
                Radian, reviewing the results of the Independent Accountants'
                performance of certain agreed upon procedures with respect to
                then most recently completed and delivered Servicer's
                Certificate, and otherwise covering the same subjects, and
                having the same scope, as the Initial Accountant's Statement;
                provided, however, that Radian shall not demand Additional
                Accountant's Statements if and to the extent that no fewer than
                three consecutive Additional Accountant's Statements are deemed
                by Radian, in the exercise of its sole discretion, to indicate a
                high degree of accuracy with respect to the related Servicer's
                Certificate;

          (iii) As soon as practical, but in no event later than 90 days after
                the end of each calendar year during the term hereof (commencing
                with the calendar year 2003), a statement (each, an "Annual
                Accountant's Statement"), in form and substance satisfactory to
                Radian, reviewing the results of the Independent Accountants'
                performance of certain agreed upon procedures with respect to a
                sample of (A) no more than, and in the Insurer's discretion,
                less than six of the preceding twelve Servicer's Certificates
                and (B) no more than, and in the Insurer's discretion, less than
                three of the preceding twelve months' reporting and record
                keeping practices with respect to the Servicer's compliance with
                provisions of the Basic Documents requiring the deposit or
                remittance of funds to the Collection Account (in each case,
                randomly selected by such Independent Accountants), and
                otherwise covering the same subjects, and having the

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               same scope, as the Initial Accountant's Statement; provided that
               each of the three months described in clause (B) shall constitute
               a Monthly Period to which one of the six Servicer's Certificates
               referred to in clause (A) shall relate; and

          (iv) The agreed upon procedures referred to in each of clauses (i),
               (ii) and (iii) above will be substantially the same procedures
               agreed upon by Radian and TFC with respect to the securitization
               transaction pursuant to which the TFC Asset Backed Notes Series
               2002-1 were issued.

         (1)   On or before April 30 (or 120 days after the end of the
Servicer's fiscal year, if other than December 31) of each year, beginning on
April 30, 2003, with respect to the twelve months ended on the immediately
preceding December 31 (or other applicable date) the financial statements of TFC
containing a report of the Independent Accountants to the effect that such firm
has examined the books and records of TFC and that, on the basis of such
examination conducted in compliance with generally accepted audit standards,
such financial statements accurately reflect the financial condition of TFC, in
each case certified by a Responsible Officer of TFC to be true, accurate and
complete copies of such financial statements. The statements referenced above
shall also indicate that the Independent Accountants are independent of TFC and
TFCRC VI within the meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants.

         (2)   In the event the above-referenced Independent Accountants require
the Trust Collateral Agent to agree to the procedures to be performed by such
firm in any of the reports required to be prepared pursuant to this Section
4.01(q), TFC, in its capacity as Servicer only, shall direct the Trust
Collateral Agent in writing to so agree; it being understood and agreed that the
Trust Collateral Agent will deliver such letter of agreement in conclusive
reliance upon the direction of the Servicer, and the Trust Collateral Agent has
not made any independent inquiry or investigation as to, and shall have no
obligation or liability in respect of, the sufficiency, validity or correctness
of such procedures.

         (3)   All fees, costs and expenses incurred by Radian and the Trust
Collateral Agent in connection with obtaining any of the foregoing described
statements shall be for the sole cost and expense of TFC.

          (r)  UCC Matters. Within ten days of the Closing Date, TFC and TFCRC
     VI shall cause to be filed an assignment to the Trust Collateral Agent of
     all of the rights, title and interest of the Issuer in, to and under the
     UCC-1 financing statements filed with (a) the Secretary of State of the
     Commonwealth of Virginia and (b) the Secretary of State of Delaware to the
     extent that the Trust Collateral Agent is not otherwise the secured party
     of record on such financing statements.

          (s)  Maintenance of Licenses. Each of TFC and TFCRC VI shall maintain
     all licenses, permits, charges and registrations which are material to the
     performance of its obligations under this Insurance Agreement and each of
     the Transaction Documents to which it is a party or by which it is bound.

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Section 4.02.  Negative Covenants with Respect to TFCRC VI and TFC. Each of
TFCRC VI and TFC hereby covenants and agrees that during the term of this
Insurance Agreement, unless Radian shall otherwise expressly consent in writing
(in the absence of an Insurer Default which shall have occurred and be
continuing), which consent shall not be unreasonably withheld:

          (a)  Restrictions on Liens. Neither TFCRC VI nor TFC shall, except as
     contemplated by the Transaction Documents, (i) create, incur or suffer to
     exist, or agree to create, incur or suffer to exist, or consent to cause or
     permit in the fixture (upon the happening of a contingency or otherwise)
     the creation, incurrence or existence of any Lien or Restriction on
     Transferability of the Collateral, or (ii) sign or file under the Uniform
     Commercial Code of any jurisdiction any financing statement which names
     TFCRC VI or TFC as a debtor, or sign any security agreement authorizing any
     secured party thereunder to file such financing statement, with respect to
     the Collateral.

          (b)  Impairment of Rights. Neither TFCRC VI nor TFC shall take any
     action, or fail to take any action, if such action or failure to take
     action may reasonably be expected to (i) interfere with the enforcement of
     any rights under the Transaction Documents that are material to the rights,
     benefits or obligations of the Trustee, the Trust Collateral Agent, the
     Noteholders or Radian, (ii) result in a Material Adverse Change with
     respect to the Collateral, or (iii) impair the ability of TFCRC VI or TFC
     to perform their respective obligations under the Transaction Documents.

          (c)  Waiver, Amendments, Etc. Neither TFCRC VI nor TFC shall waive,
     modify or amend, or consent to any waiver, modification or amendment of,
     any of the provisions of any of the Transaction Documents.

          (d)  Successors. Neither TFCRC VI nor TFC shall terminate or
     designate, or consent to the termination or designation of, the Servicer,
     the Trustee, the Back-up Servicer, the Trust Collateral Agent, the P.O. Box
     Owner, the Successor Servicer, the Owner Trustee or any successor thereto.

          (e)  Creation of Indebtedness; Guarantees. TFCRC VI shall not create,
     incur, assume or suffer to exist any Indebtedness. TFCRC VI shall not
     assume, guarantee, endorse or otherwise be or become directly or
     contingently liable for the obligations of any Person by, among other
     things, agreeing to purchase any obligation of another Person, agreeing to
     advance funds to such Person or causing or assisting such Person to
     maintain any amount of capital.

          (f)  Subsidiaries. TFCRC VI shall not form, or cause to be formed, any
     Subsidiaries.

          (g)  Issuance of Stock. TFCRC VI shall not issue any shares of capital
     stock or rights, warrants or options in respect of capital stock or
     securities convertible into or exchangeable for capital stock.

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          (h)  No Mergers. TFCRC VI shall not consolidate with or merge into any
     Person or transfer all or any material amount of their respective assets to
     any Person or liquidate or dissolve.

          (i)  No Related Transactions.

          (i)  TFCRC VI shall not conduct transactions with the Parent, TFC or
               any other Affiliate of the Parent, TFC or TFCRC VI or with any
               shareholder, director, officer, or employee of TFCRC VI, other
               than in the ordinary course of business and on an arm's length
               basis upon fair and reasonable terms materially no less favorable
               to TFCRC VI than would be obtained in a comparable arm's-length
               transaction with a Person not an Affiliate of the Parent or TFCRC
               VI or a shareholder, director, officer, or employee of TFCRC VI,
               as the case may be; and

          (ii) TFC shall not conduct transactions with the Parent, TFCRC VI or
               any other Affiliate of the Parent or TFC or with any shareholder,
               director, officer, or employee of TFC which would cause a
               Material Adverse Change with respect to the financial condition
               or operations of TFC, other than in the ordinary course of
               business and on an arm's-length basis upon fair and reasonable
               terms materially no less favorable to TFC than would be obtained
               in a comparable arm's-length transaction with a Person not an
               Affiliate of the Parent or TFC or a shareholder, director,
               officer, or employee of TFC, as the case may be.

          (j)  No Sale of Assets. TFCRC VI shall not sell, transfer, exchange or
     otherwise dispose of any of its assets except pursuant to the Transaction
     as expressly permitted under the Transaction Documents.

          (k)  Other Activities. TFCRC VI shall not engage in any business or
     activity other than in connection with the Transaction Documents, except
     (i) as otherwise specifically approved in writing by Radian, or (ii) as
     otherwise permitted by its certificate of incorporation.

          (l)  Insolvency. Neither TFCRC VI nor TFC shall commence with respect
     to TFCRC VI or the Issuer any case, proceeding or other action (A) under
     any existing or future law of any jurisdiction, domestic or foreign,
     relating to the bankruptcy, insolvency, reorganization or relief of
     debtors, seeking to have an order for relief entered with respect to it, or
     seeking reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, corporation or other relief with respect to it or (B) seeking
     appointment of a receiver, trustee, custodian or other similar official for
     it or for all or any substantial part of its assets, or make a general
     assignment for the benefit of its creditors. Neither of TFCRC VI nor TFC
     shall take any action in furtherance of, or indicating the consent to,
     approval of, or acquiescence in any of the acts set forth above. TFCRC VI
     shall not admit in writing its inability to pay its debts.

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          (m) Tangible Net Worth of TFC. TFC shall not permit its Tangible Net
     Worth, at any time, calculated as of the close of TFC's then most recently
     concluded fiscal quarter and commencing with the quarter beginning on
     January 1, 2002, to be less than the sum of (i) $40,000,000 plus (ii) 50%
     of the net earnings (after taxes) of TFC for the period commencing on
     January 1, 2002 and ending at the end of TFC's then most recently concluded
     fiscal quarter (treated for this purpose as a single accounting period).
     For purposes of this clause, if net earnings of TFC for any period shall be
     less than zero, the amount calculated pursuant to clause (ii) above for
     such period shall be zero.

          (n) No Change in Name, Etc. TFCRC VI shall not make any change to its
     corporate name, use any trade names, fictitious names, assumed names or
     "doing business as" names or change its jurisdiction of organization. TFC
     shall not change its name (including using any trade names, fictitious
     names, assumed names or "doing business as" names), identity,
     organizational structure in any manner that would, could or might make any
     financing statement or continuation statement filed in connection with the
     closing of the Transactions, or otherwise in accordance with Section
     4.01(d) above, seriously misleading within the meaning of Section 9-506 of
     the UCC, and shall not change its jurisdiction of organization unless, in
     any such case, it shall have given Radian at least 60 days' prior written
     notice thereof and shall have filed before the date of such change
     appropriate new financing statements or amendments to all such previously
     filed financing statements or continuation statements.

          (o) No Merger or Consolidation of, or Assumption of the Obligations
     of, TFC. (x) TFC shall not merge or consolidate with any other Person,
     convey, transfer or lease substantially all its assets as an entirety to
     another Person, or permit any other Person to become the successor to TFC's
     business unless, after the merger, consolidation, conveyance, transfer,
     lease or succession, the successor or surviving entity, there shall be no
     Material Adverse Change with respect to the ability of the surviving entity
     to fulfill its duties contained in this Insurance Agreement or in any other
     Transaction Document to which it is a party. Any corporation (i) into which
     TFC may be merged or consolidated, (ii) resulting from any merger or
     consolidation to which TFC shall be a party, (iii) which acquires by
     conveyance, transfer, or lease substantially all of the assets of TFC, or
     (iv) succeeding to the business of TFC, in any of the foregoing cases shall
     execute an agreement of assumption to perform every obligation of TFC under
     this Insurance Agreement and, whether or not such assumption agreement is
     executed, shall be the successor to TFC under this Insurance Agreement
     without the execution or filing of any paper or any further act on the part
     of any of the parties to this Insurance Agreement, anything in this
     Insurance Agreement to the contrary notwithstanding; provided, however,
     that nothing contained herein shall be deemed to release TFC from any
     obligation. TFC shall provide notice of any merger, consolidation or
     succession pursuant to this Section 4.02(o) to the Issuer, the Trust
     Collateral Agent, the Noteholders, Radian and the Rating Agency.
     Notwithstanding the foregoing, TFC shall not merge or consolidate with any
     other Person or permit any other Person to become a successor to TFC's
     business, unless (x) immediately after giving effect to such transaction,
     no representation or warranty made by TFC with respect to the business,
     operations or condition (financial or otherwise of TFC) pursuant to this
     Insurance Agreement (by way of avoidance of doubt, the representations and
     warranties referred to in this clause (x)

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     shall exclude the representations and warranties made under Schedule B of
     the Purchase Agreement) shall have been breached (for purposes hereof, such
     representations and warranties shall speak as of the date of the
     consummation of such transaction) and no event that, after notice or lapse
     of time, or both, would become an Insurance Agreement Event of Default
     shall have occurred and be continuing, (y) TFC shall have delivered to the
     Issuer, the Trust Collateral Agent, the Rating Agency and Radian an
     Officer's Certificate and an Opinion of Counsel each stating that such
     consolidation, merger or succession and such agreement of assumption comply
     with this Section 4.02(o) and that all conditions precedent, if any,
     provided for in this Insurance Agreement relating to such transaction have
     been complied with, and (z) TFC shall have delivered to the Issuer, the
     Trust Collateral Agent, the Rating Agency and Radian an Opinion of Counsel,
     stating in the opinion of such counsel, either (A) all financing statements
     and continuation statements and amendments thereto have been executed and
     filed that are necessary to preserve and protect the interest of the Trust
     Collateral Agent in the Receivables and the Other Conveyed Property and
     reciting the details of the filings or (B) no such action shall be
     necessary to preserve and protect such interest.

          (p) Incorporation of Covenants. Each of TFC and TFCRC VI shall comply
     with each of their respective covenants set forth in the Transaction
     Documents and hereby incorporates such covenants by reference as if each
     were set forth herein.

          (q) Modification of Receivables. Neither TFC nor TFCRC VI shall agree
     to the deferral or extension of a Receivable of the type contemplated by
     the Servicer's charge-off and allowable delinquency policies, to the extent
     that (i) the number of Receivables deferred or extended during any Monthly
     Period exceeds 0.75% of the number of Receivables as of the Determination
     Date related to the immediately preceding Monthly Period, or (ii) the
     aggregate number of Receivables deferred or extended since the Closing Date
     exceeds 1300.

     Section 4.03. Affirmative Covenants of the Issuer. The Issuer hereby
covenants and agrees that during the term of this Insurance Agreement, unless
Radian shall otherwise expressly consent in writing:

          (a) Compliance With Agreements and Applicable Laws. The Issuer shall
     perform each of its obligations under the Transaction Documents and shall
     comply with all material requirements of, and the Notes shall be offered
     and sold in accordance with, any law, rule, regulation or order applicable
     to it or thereto, or that are required in connection with its performance
     under any of the Transaction Documents. The Issuer will not cause or permit
     to become effective any amendment to or modification of any of the
     Transaction Documents to which it is a party unless Radian shall have
     previously approved in writing the substance of such amendment or
     modification. The Issuer shall not take any action or fail to take any
     action that would interfere with the enforcement of any rights under the
     Transaction Documents.

          (b) Certain Information. The Issuer shall keep, or cause to be kept,
     in reasonable detail books and records of account of its assets and
     business, which shall be furnished to Radian upon request. The Issuer shall
     furnish to Radian, simultaneously with

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<PAGE>

     the delivery of such documents to the Trustee, the Noteholders or the
     Certificateholder, as the case may be, copies of all reports, certificates,
     statements, financial statements or notices furnished to the Trustee, the
     Noteholders or the Certificateholder, as the case may be, pursuant to the
     Transaction Documents. In addition, the Issuer shall furnish to Radian the
     following:

          (i)  Certain Information. Not less than two weeks prior to the date of
               filing with the IRS of any tax return or amendment thereto,
               copies of the proposed form of such return or amendment and,
               promptly after the filing or sending thereof, (A) copies of each
               tax return and amendment thereto that the Issuer files with the
               IRS and (B) copies of all financial statements, reports, and
               registration statements which the Issuer files with, or delivers
               to, any federal government agency, authority or body which
               supervises the issuance of securities by the Issuer.

          (ii) Other Information. Promptly upon the request of Radian, copies of
               all schedules, financial statements or other similar reports
               delivered to or by the Issuer pursuant to the terms of this
               Insurance Agreement and the other Transaction Documents and such
               other data as Radian may reasonably request.

          (c)  Access to Records; Discussions with Officers. The Issuer shall,
     upon the reasonable request of Radian, permit Radian or its authorized
     agent:

          (i)  to inspect such books and records of the Issuer as may relate to
               the Notes, the Certificate, the Receivables and the other Trust
               Property, the obligations of the Issuer under the Transaction
               Documents, the business of the Issuer and the transactions
               consummated in connection therewith; and

          (ii) to discuss the affairs, finances and accounts of the Issuer with
               an appropriate officer of the Issuer.

          Such inspections and discussions shall be conducted at such reasonable
     times and as often as may be reasonably requested. In each case, such
     access shall be afforded without charge but only upon reasonable request
     and during normal business hours.

          (d)  Notice of Material Events. The Issuer shall promptly inform
     Radian in writing of the occurrence of any of the following:

          (i)  the submission of any claim or the initiation of any legal
               process, litigation or administrative or judicial investigation
               against the Issuer in any federal, state or local court or before
               any arbitration board, or any such proceeding threatened by any
               governmental agency, which, if adversely determined, would cause
               a Material Adverse Change to occur with respect to the
               Receivables as a whole, or which, if adversely determined, would
               cause a Material Adverse Change to occur with respect to the
               ability of the Issuer to perform its obligations under any
               Transaction Document;

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          (ii) any change in the location of the Issuer's principal office or
               any change in the location of the books and records of the
               Issuer;

          (iii)the occurrence of any Trigger Event, Event of Default, Servicer
               Termination Event, Default or Insurance Agreement Event of
               Default; or

          (iv) any other event, circumstance or condition that has resulted, or
               which is reasonably likely to result, in a Material Adverse
               Change with respect to the Issuer.

          (e)  Further Assurances. The Issuer will file all necessary financing
     statements, assignments or other instruments, and any amendments or
     continuation statements relating thereto, necessary to be kept and filed in
     such manner and in such places as may be required by law to preserve and
     protect fully the Lien on and security interest in, and all rights of the
     Trust Collateral Agent with respect to the Collateral under the Indenture.
     In addition, the Issuer shall, upon the request of Radian, from time to
     time, execute, acknowledge and deliver, or cause to be executed,
     acknowledged and delivered, within thirty (30) days of such request, such
     amendments hereto and such further instruments and take such further action
     as may be reasonably necessary to effectuate the intention, performance and
     provisions of the Transaction Documents or to protect the interest of the
     Trust Collateral Agent in the Collateral under the Indenture. In addition,
     the Issuer agrees to cooperate with the Rating Agency in connection with
     any review of the Transaction which may be undertaken by the Rating Agency
     after the date hereof.

          (f)  Retirement of Notes. The Issuer shall, upon retirement of the
     Notes, furnish to Radian a notice of such retirement, and, upon such
     retirement and the expiration of the term of the Policy, surrender the
     Policy to Radian for cancellation.

          (g)  Preservation of Existence. The Issuer shall observe in all
     material respects all procedures required by its Certificate and Trust
     Agreement and preserve and maintain its existence as a trust and its
     rights, franchises and privileges in the jurisdiction of its organization,
     and shall qualify and remain qualified in good standing in each
     jurisdiction where the nature of its business requires it to do so except
     where the failure to be so qualified, in good standing and to maintain its
     rights, franchises and privileges would not cause a Material Adverse Change
     to occur with respect to the financial condition of the Issuer, or its
     ability to perform its obligations under this Insurance Agreement or under
     any other Transaction Document to which it is party.

          (h)  Disclosure Document. Each Offering Document with respect to the
     Notes shall include only information concerning Radian that is supplied or
     consented to in writing by Radian expressly for inclusion therein. Each
     Offering Document delivered with respect to the Notes shall clearly
     disclose that the Policy is not covered by the property/casualty insurance
     security fund specified in Article 76 of the New York Insurance Law. In
     addition, each Offering Document delivered with respect to the Notes which
     includes financial statements of Radian prepared in accordance with GAAP
     (but excluding any Offering Document in which such financial statements are
     incorporated by

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<PAGE>

     reference) shall include the following statement immediately preceding such
     financial statements:

                The New York State Insurance Department recognizes only
                statutory accounting practices for determining and
                reporting the financial condition and results of
                operations of an insurance company, for determining its
                solvency under the New York Insurance Law, and for
                determining where its financial condition warrants the
                payment of a dividend to its stockholders. No
                consideration is given by the New York State Insurance
                Department to financial statements prepared in
                accordance with generally accepted accounting
                principles in making such determinations.

          (i)   Special Purpose Entity.

          (i)   The Issuer shall conduct its business solely in its own name
                through its duly authorized officers or agents so as not to
                mislead others as to the identity of the entity with which those
                others are concerned, and particularly will use its best efforts
                to avoid the appearance of conducting business on behalf of the
                Parent, TFC, TFCRC VI or any other Affiliates thereof or that
                the assets of the Issuer are available to pay the creditors of
                the Parent, TFC, TFCRC VI or any other Affiliates thereof.
                Without limiting the generality of the foregoing, all oral and
                written communications, including, without limitation, letters,
                invoices, purchase orders, contracts, statements and loan
                applications, will be made solely in the name of the Issuer.

          (ii)  The Issuer shall maintain trust records and books of account
                separate from those of the Parent, TFC, TFCRC VI and each of the
                Affiliates of any of them.

          (iii) The Issuer shall obtain proper authorization from its equity
                owners of all trust action requiring such authorization, and
                copies of each such authorization and the minutes or other
                written summary of each such meeting shall be delivered to
                Radian within 30 days of such authorization or meeting as the
                case may be.

          (iv)  Although the organizational expenses of the Issuer have been
                paid by TFC, operating expenses and liabilities of the Issuer
                shall be paid from its own funds.

          (v)   The annual financial statements of the Issuer shall disclose the
                effects of the Issuer's transactions in accordance with GAAP and
                shall disclose that

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<PAGE>

                 the assets of the Issuer are not available to pay creditors of
                 the Parent, TFC, TFCRC VI or any Affiliate of any of them.

          (vi)   The resolutions, agreements and other instruments of the Issuer
                 underlying the transactions described in this Insurance
                 Agreement and in the other Transaction Documents shall be
                 continuously maintained by the Issuer as official records of
                 the Issuer separately identified and held apart from the
                 records of the Parent, TFC, TFCRC VI and each Affiliate of any
                 of them.

          (vii)  The Issuer shall maintain an arm's-length relationship with the
                 Parent, TFC, TFCRC VI and each Affiliate of any of them and
                 will not hold itself out as being liable for the debts of any
                 such Person.

          (viii) The Issuer shall keep its assets and its liabilities wholly
                 separate from those of all other entities, including, but not
                 limited to the Parent, TFC, TFCRC VI and each Affiliate of any
                 of them except, in each case, as contemplated by the
                 Transaction Documents.

          (j)    Tax Matters. The Issuer will take all actions reasonably
necessary to ensure that for federal and state income tax purposes the Issuer is
not taxable as an association (or publicly traded partnership) taxable as a
corporation.

          (k)    Securities Laws. The Issuer shall comply in all material
respects with all applicable provisions of state and federal securities laws,
including blue sky laws and the Securities Act, the Securities Exchange Act and
the Investment Company Act and all rules and regulations promulgated thereunder
for which non-compliance would result in a Material Adverse Change with respect
to the Issuer.

          (l)    Incorporation of Covenants. The Issuer shall comply with each
of the Issuer's covenants set forth in the Transaction Documents and hereby
incorporates such covenants by reference as if each were set forth herein.

          (m)    Reports. The Issuer shall furnish to Radian:

          (i)    Annual Financial Statements. As soon as available, and in any
                 event within 120 days after the close of each fiscal year, its
                 unaudited balance sheet as of the end of such fiscal year and
                 the unaudited statements of income, shareholders' equity and
                 cash flows for such fiscal year, all in reasonable detail and
                 stating in comparative form the respective figures for the
                 corresponding date and period in the preceding fiscal year,
                 prepared in accordance with GAAP, consistently applied, and
                 certified by an authorized officer of the Issuer as being
                 complete and correct in all material respects and presenting
                 the financial condition and results of operations of the Issuer
                 as of the dates and for the periods indicated, in accordance
                 with GAAP consistently applied.

          (ii)   Quarterly Financial Statements. As soon as available, and in
                 any event within 45 days after the close of the first three
                 quarters of each fiscal year

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<PAGE>

                   of the Issuer, the unaudited balance sheets of the Issuer as
                   of the end of each such quarter and the unaudited statements
                   of income and cash flows of the Issuer for the portion of the
                   fiscal year then ended, all in reasonable detail and stating
                   in comparative form the respective figures for the
                   corresponding date and period in the preceding fiscal year,
                   prepared in accordance with GAAP, consistently applied
                   (subject to normal year-end adjustments), and certified by an
                   authorized officer of the Issuer as being complete and
                   correct in all material respects and presenting the financial
                   condition and results of operations of the Issuer as of the
                   dates and for the periods indicated, in accordance with GAAP
                   consistently applied (subject as to interim statements to
                   normal year-end adjustments).

           (iii)   Other Information. Promptly upon receipt thereof, copies of
                   all reports, statements, certifications, schedules, or other
                   similar items delivered to or by the Issuer pursuant to the
                   terms of the Transaction Documents and, promptly upon
                   request, such other data as Radian may reasonably request.
                   The fees and expenses of Radian or any such authorized agents
                   shall be for the account of the Issuer. The books and records
                   of the Issuer will be maintained at the address for it
                   designated herein for receipt of notices or at the Servicer,
                   unless it shall otherwise advise the parties hereto in
                   writing.

     Section 4.04. Negative Covenants on Behalf of the Issuer. TFCRC VI as
"Depositor" under the Trust Agreement, on behalf of the Issuer, hereby covenants
and agrees, that during the term of this Insurance Agreement, unless Radian
shall otherwise expressly consent in writing (in the absence of an Insurer
Default which shall have occurred and be continuing):

           (a)     Restrictions on Liens. The Issuer shall not, except as
     contemplated by the Transaction Documents, (i) create, incur or suffer to
     exist, or agree to create, incur or suffer to exist, or consent to cause or
     permit in the future (upon the happening of a contingency or otherwise) the
     creation, incurrence or existence of any Lien or Restriction on
     Transferability of the Receivables, or (ii) sign or file under the Uniform
     Commercial Code of any jurisdiction any financing statement which names the
     Issuer as a debtor, or sign any security agreement authorizing any secured
     party thereunder to file such financing statement, with respect to the
     Receivables.

           (b)     Impairment of Rights. The Issuer shall not take any action,
     or fail to take any action, if such action or failure to take action would
     be reasonably likely to (i) interfere with the enforcement of any rights
     under the Transaction Documents that are material to the rights, benefits
     or obligations of the Trustee, the Certificateholder, the Noteholders or
     Radian, (ii) result in a Material Adverse Change with respect to the
     Receivables, or (iii) impair the ability of the Issuer to perform its
     obligations under the Transaction Documents.

           (c)     Waiver, Amendments, Etc. Absent the prior written approval of
     Radian, the Issuer shall not waive, modify or amend, or consent to any
     waiver, modification or amendment of, any of the provisions of any of the
     Transaction Documents (provided that

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     such prior written approval of Radian shall not be required in the event
     that (x) an Insurer Default shall have occurred and be continuing, and (y)
     the proposed amendment or modification shall not have an adverse effect on
     Radian).

           (d)   Successors. The Issuer shall not terminate or designate, or
     consent to the termination or designation of, the Servicer, the Back-up
     Servicer, the P.O. Box Owner, the Successor Servicer, the Trustee, the
     Trust Collateral Agent, the Owner Trustee or any successor thereto.

           (e)   Creation of Indebtedness; Guarantees. Other than the
     Transaction Documents, the Issuer shall not create, incur, assume or suffer
     to exist any Indebtedness other than Indebtedness guaranteed or approved in
     writing by Radian. The Trustee shall not assume, guarantee, endorse or
     otherwise be or become directly or contingently liable for the obligations
     of any Person by, among other things, agreeing to purchase any obligation
     of another Person, agreeing to advance funds to such Person or causing or
     assisting such Person to maintain any amount of capital.

           (f)   Subsidiaries. The Issuer shall not form, or cause to be formed,
     any Subsidiaries.

           (g)   No Mergers. The Issuer shall not consolidate with or merge into
     any Person or transfer all or any material amount of its assets to any
     Person, liquidate or dissolve except as permitted by the Trust Agreement
     and as contemplated by the Transaction Documents.

           (h)   Other Activities. The Issuer shall not:

           (i)   sell, pledge, transfer, exchange or otherwise dispose of any of
                 its assets except as permitted under the Transaction Documents;
                 or

           (ii)  engage in any business or activity except as contemplated by
                 the Transaction Documents and as permitted by the Trust
                 Agreement.

           (i)   Insolvency. The Issuer shall not commence any case, proceeding
     or other action (A) under any existing or future law of any jurisdiction,
     domestic or foreign, relating to the bankruptcy, insolvency, reorganization
     or relief of debtors, seeking to have an order for relief entered with
     respect to it, or seeking reorganization, arrangement, adjustment,
     winding-up, liquidation, dissolution, corporation or other relief or (B)
     seeking appointment of a receiver, trustee, custodian or other similar
     official for it or for all or any substantial part of its assets or make a
     general assignment for the benefit of its creditors. The Issuer shall not
     take any action in furtherance of, or indicating the consent to, approval
     of, or acquiescence in, any of the acts set forth above. The Issuer shall
     not admit in writing its inability to pay its debts.

                                    ARTICLE V

                               FURTHER AGREEMENTS

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     Section 5.02. Effective Date; Term of Insurance Agreement. This Insurance
Agreement shall take effect upon issuance of the Policy on the Closing Date and
shall remain in effect until the later of (a) such time as Radian is no longer
subject to a claim under the Policy and the Policy shall have been surrendered
to Radian for cancellation and (b) all amounts payable to Radian and the
Noteholders under the Transaction Documents and under the Notes have been paid
in full; provided, however, that the provisions of Sections 2.04, 2.05, 2.06,
2.07, 2.08, 2.09 and 2.10 hereof shall survive any termination of this
Agreement.

     Section 5.03. Obligations Absolute.

           (a)     The obligations of the Issuer, TFCRC VI and TFC pursuant to
     this Insurance Agreement are absolute and unconditional and will be paid or
     performed strictly in accordance with the respective terms hereof,
     irrespective of:

           (i)     any lack of validity or enforceability of, or any amendment
                   or other modifications of, or waiver with respect to, the
                   Indenture, the Sale and Servicing Agreement, the Policy or
                   the Indemnification Agreement;

           (ii)    any amendment or waiver of, or consent to departure from the
                   Indenture, the Sale and Servicing Agreement, the Policy or
                   the Indemnification Agreement;

           (iii)   the existence of any claim, set off, defense or other rights
                   it may have at any time against the Trustee, the Trust
                   Collateral Agent, any beneficiary or any transferee of the
                   Policy (or any persons or entities for whom the Trustee, the
                   Trust Collateral Agent, any such beneficiary or any such
                   transferee may be acting), Radian or any other person or
                   entity whether in connection with the Policy, the Transaction
                   Documents or any unrelated transactions;

           (iv)    any statement or any other document presented under the
                   Policy (including any Notice for Payment) proving to be
                   forged, fraudulent, invalid or insufficient in any respect or
                   any statement therein being untrue or inaccurate in any
                   respect whatsoever;

           (v)     the inaccuracy or alleged inaccuracy of any Servicer's
                   Certificate or Notice for Payment upon which any drawing
                   under the Policy is based;

           (vi)    payment by Radian under the Policy against presentation of a
                   draft or certificate which does not comply with the terms of
                   the Policy;

           (vii)   the bankruptcy or insolvency of Radian, the Issuer, any other
                   party hereto or the Trust Property;

           (viii)  any default or alleged default of Radian under the Policy
                   (other than any payment default by Radian under the Policy);

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<PAGE>

           (ix)    any defense based upon the failure of the Issuer or the Trust
                   Property to receive all or part of the proceeds of the sale
                   of the Notes or of the Servicer to receive any or all of the
                   Base Servicing Fee (as defined in the Indenture) or other
                   compensation required under the Indenture or otherwise, or
                   any nonapplication or misapplication of the proceeds of any
                   drawing upon the Policy; and

           (x)     any other circumstance or happening whatsoever which would
                   otherwise constitute a defense to the obligations of the
                   Issuer, TFCRC VI or TFC hereunder.

           (b)     Each of TFC, TFCRC VI and the Issuer, and any and all other
     Persons who are now or may become liable for all or part of the obligations
     of TFC, TFCRC VI or the Issuer in connection with the Transaction under the
     Transaction Documents (or any of them) agrees to be bound by this Agreement
     and (i) to the extent permitted by law, waives and renounces any and all
     redemption and exemption rights and the benefit of all valuation and
     appraisement privileges against the indebtedness, if any, and obligations
     evidenced by any Transaction Document or by any extension or renewal
     thereof, (ii) waives presentment and demand for payment, notices of
     nonpayment and of dishonor, protest of dishonor and notice of protest;
     (iii) waives all notices in connection with the delivery and acceptance
     hereof and all other notices in connection with the performance, default or
     enforcement of any payment hereunder except as required by the Transaction
     Documents; (iv) waives all rights of abatement, diminution, postponement or
     deduction, or to any defense other than payment, or to any right of setoff
     or recoupment arising out of any breach under any of the Transaction
     Documents, by any party thereto or any beneficiary thereof, or out of any
     obligation at any time owing to TFC, TFCRC VI or the Issuer; (v) agrees
     that any consent, waiver or forbearance hereunder with respect to an event
     shall operate only for such event and not for any subsequent event; (vi)
     consents to any and all extensions of time that may be granted by Radian
     with respect to any payment hereunder or other provisions hereof and to the
     release of any security at any time given for any payment hereunder, or any
     part thereof, with or without substitution, and to the release of any
     Person or entity liable for any such payment; and (vii) consents to the
     addition of any and all other makers, endorsers, guarantors and other
     obligors for any payment hereunder, and to the acceptance of any and all
     other security for any payment hereunder, and agrees that the addition of
     any such obligors or security shall not affect the liability of the parties
     hereto for any payment hereunder.

           (c)     Nothing herein shall be construed as prohibiting TFC, TFCRC
     VI or the Issuer from pursuing any rights or remedies it may have against
     any Person other than Radian in a separate legal proceeding.

     Section 5.04. Assignments; Reinsurance; Third-Party Rights.

           (a)     This Insurance Agreement shall be a continuing obligation of
     the parties hereto and shall be binding upon and inure to the benefit of
     the parties hereto and their respective successors and permitted assigns.
     None of the Issuer, TFC, TFCRC VI, the Servicer, the Back-up Servicer or
     the Successor Servicer may assign its rights under this

54

<PAGE>

     Agreement, or delegate any of its duties hereunder, without the prior
     written consent of Radian. Any assignment made in violation of this
     Agreement shall be null and void.

           (b)     Radian shall have the right to grant participations in its
     rights under this Agreement and to enter into contracts of reinsurance with
     respect to the Policy upon such terms and conditions as Radian may in its
     discretion determine; provided, however, that no such participation or
     reinsurance agreement or arrangement shall relieve Radian of any of its
     obligations hereunder or under the Policy.

           (c)     In addition, Radian shall be entitled to assign or pledge to
     any bank or other investor providing liquidity or credit with respect to
     the Transaction or the obligations of Radian in connection therewith any
     rights of Radian under the Transaction Documents or with respect to any
     real or personal property or other interests pledged to Radian, or in which
     Radian has a security interest, in connection with the Transaction.

           (d)     Except as provided herein with respect to participants and
     reinsurers, nothing in this Agreement shall confer any right, remedy or
     claim, express or implied, upon any Person, including, particularly, any
     Noteholder or the Certificateholder, other than Radian, against the Issuer,
     TFC, TFCRC VI, the Servicer, the Back-up Servicer or the Successor
     Servicer, and all the terms, covenants, conditions, promises and agreements
     contained herein shall be for the sole and exclusive benefit of the parties
     hereto and their successors and permitted assigns. None of the Trustee, the
     Owner Trustee, or the Trust Collateral Agent, nor any Noteholder or the
     Certificateholder shall have any right to payment from any premiums paid or
     payable hereunder or from any other amounts paid by TFC or any other Person
     pursuant to Article II hereof.

     Section 5.05. Liability of Radian. Each of the Issuer, the Servicer, TFCRC
VI, the Parent, TFC, the Back-up Servicer and the Successor Servicer agree that
neither Radian, nor any of its officers, directors or employees shall be liable
or responsible for (except to the extent of its own gross negligence or willful
misconduct): (a) the use which may be made of the Policy by or for any acts or
omissions of another Person in connection therewith or (b) the validity,
sufficiency, accuracy or genuineness of any documents delivered to Radian, or of
any endorsement(s) thereon, even if such documents should in fact prove to be in
any or all respects invalid, insufficient, fraudulent or forged. In furtherance
and not in limitation of the foregoing, Radian may accept documents that appear
on their face to be in order, without responsibility for further investigation.

                                   ARTICLE VI

                           EVENTS OF DEFAULT; REMEDIES

     Section 6.01. Insurance Agreement Events of Default. The occurrence of any
of the following events shall constitute an "Insurance Agreement Event of
Default" hereunder:

           (a)     any demand for payment shall be made under the Policy;

           (b)     (i) any representation or warranty made by any of the Issuer,
                   the Parent, TFC, the Servicer, or TFCRC VI under any of the
                   Basic Documents, or in

55

<PAGE>

               any certificate or report furnished pursuant to any of the Basic
               Documents, shall prove to have been untrue or incorrect in any
               material respect when made; provided, however, if such default
               has not been committed voluntarily and is capable of being cured,
               it shall be deemed a default hereunder only if it shall continue
               or fail to be cured, or the circumstance or condition in respect
               of which such misrepresentation or warranty was incorrect shall
               not have been eliminated or otherwise cured, for a period of 30
               days after such Person shall have been given a written notice by
               Radian, the Trustee or the Trust Collateral Agent specifying such
               default or incorrect representation or warranty and requiring it
               to be remedied;

          (i)  any covenant made by any of the Issuer, the Parent, TFC, the
               Servicer, or TFCRC VI under any of the Basic Documents (other
               than any covenant described in clause (iii) below), shall be
               breached in any material respect; provided, however, if such
               breach in the observance or performance of such covenant has not
               been committed voluntarily and is capable of being cured, it
               shall be deemed a default hereunder only if it shall continue or
               fail to be cured, or the circumstance or condition in respect of
               which such covenant was breached shall not have been eliminated
               or otherwise cured, for a period of 30 days after such Person
               shall have been given a written notice by Radian, the Trustee or
               the Trust Collateral Agent specifying such breach and requiring
               it to be remedied; or

          (ii) any of the Issuer, TFC or TFCRC VI shall fail to pay when due any
               amount payable under any of the Transaction Documents unless such
               amounts are paid in full within any applicable cure period
               explicitly provided for under the relevant Transaction Document;

          (c) with respect to any Determination Date described below, the
     Cumulative Net Loss Rate shall be greater than the percentage set forth
     below opposite the description of such Determination Date:

--------------------------------------------------------------------------------
                Period                                Maximum Percentage
                ------                                ------------------

--------------------------------------------------------------------------------
For the August, September and October 2002                  1.49%
Determination Dates

--------------------------------------------------------------------------------
For the November and December 2002 and                      5.17%
January 2003 Determination Dates

--------------------------------------------------------------------------------
For the February, March and April 2003                     12.40%
Determination Dates

--------------------------------------------------------------------------------
For the May, June and July 2003                            19.20%
Determination Dates

--------------------------------------------------------------------------------
For the August, September and October 2003                 19.65%
Determination Dates

--------------------------------------------------------------------------------

56

<PAGE>

--------------------------------------------------------------------------------
Determination Dates

--------------------------------------------------------------------------------
For the November and December 2003 and                     20.40%
January 2004 Determination Dates

--------------------------------------------------------------------------------
For the February, March and April 2004                     21.35%
Determination Dates

--------------------------------------------------------------------------------
For the May, June and July 2004                            21.81%
Determination Dates

--------------------------------------------------------------------------------
For the August, September and October 2004                 22.77%
Determination Dates

--------------------------------------------------------------------------------
For the November and December 2004 and                     23.72%
January 2005 Determination Dates

--------------------------------------------------------------------------------
For the February 2005 Determination Date and               25.79%
thereafter

--------------------------------------------------------------------------------

          (d) (i) the Issuer, TFC or TFCRC VI shall have asserted that any of
     the Transaction Documents to which it is a party is not valid and binding
     on the parties thereto; or (ii) any court, governmental authority or agency
     having jurisdiction over any of the parties to any of the Transaction
     Documents or any property thereof shall find or rule that any material
     provision of any of the Transaction Documents is not valid and binding on
     the parties thereto;

          (e) (i) any of the Issuer, TFC or TFCRC VI shall fail to pay its debts
     generally as they come due, or shall admit in writing its inability to pay
     its debts generally, or shall make a general assignment for the benefit of
     creditors, or shall institute any proceeding seeking to adjudicate it
     insolvent or seeking a liquidation, or shall take advantage of any
     insolvency act, or shall commence a case or other proceeding naming it as
     debtor under the United States Bankruptcy Code or similar law, domestic or
     foreign; (ii) or a case or other proceeding shall be commenced against any
     of the Issuer, TFC or TFCRC VI under the United States Bankruptcy Code or
     similar law, domestic or foreign, or any proceeding shall be instituted
     against any of the Issuer, TFC or TFCRC VI seeking liquidation of their
     respective assets, and such Person shall fail to take appropriate action
     resulting in the withdrawal or dismissal of such proceeding within 60 days;
     (iii) or there shall be appointed, or any of the Issuer, TFC or TFCRC VI
     shall consent to, or acquiesce in, the appointment of a receiver,
     liquidator, conservator, trustee or similar official in respect of such
     Person or the whole or any substantial part of its respective properties or
     assets; or (iv) such Person shall take any corporate action in furtherance
     of any of the foregoing;

          (f) on any Payment Date, after taking into account the application in
     accordance with Section 5.7(a) of the Sale and Servicing Agreement on the
     related

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<PAGE>

     Payment Date of the sum of Available Funds with respect to such related
     Payment Date and the amounts available in the Spread Account (prior to
     withdrawals therefrom in accordance with the terms of the Spread Account
     under the Sale and Servicing Agreement) any amounts payable on such related
     Payment Date pursuant to clauses (i), (ii), (iii) or (v) of Section 5.7(a)
     of the Sale and Servicing Agreement have not been paid in full;

          (g) with respect to (i) the October 2002 Determination Date, the
     Delinquency Ratio shall be greater than 21.46%; (ii) the November 2002
     Determination Date, the arithmetic average of the Delinquency Ratios for
     such Determination Date and the preceding Determination Date shall be
     greater than 21.46% and (iii) each subsequent Determination Date described
     below, any Determination Date described below, the arithmetic average of
     the Delinquency Ratios for such Determination Date and the two immediately
     preceding Determination Dates shall be greater than the percentage set
     forth below opposite the period during which such Determination Date
     occurs:

--------------------------------------------------------------------------------
                  Period                                  Maximum Percentage
                  ------                                  ------------------

--------------------------------------------------------------------------------
For each Determination Date prior to the February              20.81%
2003 Determination Date

--------------------------------------------------------------------------------
For the February 2003 Determination Date through               23.93%
the July 2003 Determination Date

--------------------------------------------------------------------------------
For each Determination Date occurring after the                29.15%
July 2003 Determination Date

--------------------------------------------------------------------------------

          (h) the occurrence of a Servicer Termination Event;

          (i) TFC shall fail to pay any principal, premium or interest on any
     Indebtedness having an aggregate principal amount of $1,000,000 or greater,
     when the same becomes due and payable (whether by scheduled maturity,
     required prepayment, acceleration, demand or otherwise) and such failure
     shall continue uncured and unwaived after the applicable grace period, if
     any, specified in the agreement or instrument relating to such
     Indebtedness; or any other default under any agreement or instrument
     relating to any such Indebtedness of either of TFC or any other similar
     event, shall occur and shall continue uncured and unwaived after the
     applicable grace period, if any, specified in such agreement or instrument
     if the effect of such failure to pay, other default or other event is to
     accelerate, or permit the acceleration of, the maturity of such
     Indebtedness; or any such Indebtedness shall be declared to be due and
     payable or required to be prepaid (other than by a regulatory scheduled
     required prepayment) prior to the stated maturity thereof;

          (j) the occurrence of any Event of Default under the Indenture, which
     event is not cured within the applicable grace period, if any;

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<PAGE>

          (k)   the Trust Collateral Agent shall fail to have a perfected, first
     priority security interest in the Trust Property; or

          (l)   the Issuer becomes taxable as an association (or publicly traded
     partnership) taxable as a corporation for federal or state income tax
     purposes.

     Section 6.02. Remedies; Waivers.

          (a)   Upon the occurrence of an Insurance Agreement Event of Default,
     Radian may exercise any one or more of the rights and remedies set forth
     below:

          (i)   declare all or a portion of the Premium Supplement that has
                accrued or will accrue payable, and the same shall thereupon (A)
                be immediately due and payable to the extent then accrued and
                (B) become immediately due and payable upon accrual to the
                extent accruing thereafter, whether or not Radian shall have
                declared an "Insurance Agreement Event of Default" or shall have
                exercised, or be entitled to exercise, any other rights or
                remedies hereunder;

          (ii)  exercise any rights and remedies available under the Basic
                Documents in its own capacity or in its capacity as the Person
                entitled to exercise the rights of the Controlling Party under
                the Basic Documents, including, without limitation, its right to
                accelerate the Notes, to sell the Receivables, or to terminate
                TFC as Servicer and to appoint a substitute Servicer, as
                applicable; or

          (iii) take whatever action at law or in equity may appear necessary or
                desirable in its judgment to enforce performance of any
                obligation of the Issuer, the Parent, TFC or TFCRC VI under the
                Basic Documents.

          (b)   Unless otherwise expressly provided, no remedy herein conferred
     upon or reserved is intended to be exclusive of any other available remedy,
     but each remedy shall be cumulative and shall be in addition to other
     remedies given under the Basic Documents or existing at law or in equity.
     No delay or failure to exercise any right or power accruing under any
     Transaction Document upon the occurrence of any Event of Default or
     otherwise shall impair any such right or power or shall be construed to be
     a waiver thereof, but any such right or power may be exercised from time to
     time and as often as may be deemed expedient. In order to entitle Radian to
     exercise any remedy reserved to Radian in this Article VI, it shall not be
     necessary to give any notice, other than such notice as may be expressly
     required in this Article VI.

          (c)   If any proceeding has been commenced to enforce any right or
     remedy under this Insurance Agreement and such proceeding has been
     discontinued or abandoned for any reason, or has been determined adversely
     to Radian, then and in every such case the parties hereto shall, subject to
     any determination in such proceeding, be restored to their respective
     former positions hereunder, and, thereafter, all rights and remedies of
     Radian shall continue as though no such proceeding had been instituted.

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<PAGE>

          (d)   Radian shall have the right, to be exercised in its complete
     discretion, to waive compliance with any covenant, or waive any Default or
     Insurance Agreement Event of Default or collection of Premium Supplement by
     a writing setting forth the terms, conditions and extent of such waiver
     signed by Radian and delivered to the Issuer, the Parent, TFC or TFCRC VI,
     as the case may be. Any such waiver may only be effected in writing duly
     executed by Radian, and no other course of conduct shall constitute a
     waiver of any provision hereof. Unless such writing expressly provides to
     the contrary, any waiver so granted shall extend only to the specific event
     or occurrence so waived and not to any other similar event or occurrence.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

     Section 7.01. Amendments, Etc. No amendment or waiver of any provision of
this Insurance Agreement, nor consent to any departure therefrom, shall in any
event be effective unless in writing and signed by all of the parties hereto,
with written notice thereof to the Rating Agency in the case of any material
amendment or waiver; provided that any waiver so granted shall extend only to
the specific event of occurrence so waived and not to any other similar event or
occurrence which occurs subsequent to the date of such waiver. No act or course
of dealing shall be deemed to constitute an amendment, modification or
termination hereof.

     Section 7.02. Notices. Except to the extent otherwise expressly provided
herein, all notices, requests and demands to or upon the respective parties
hereto to be effective shall be in writing (and if sent by mail, certified or
registered, return receipt requested) or facsimile transmission and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when delivered by hand, or three (3) Business Days after being deposited in
the mail, postage prepaid, or, in the case of facsimile transmission, when sent,
addressed as follows or to such other address or facsimile number as set forth
in a written notice delivered by a party to each other party hereto:

     If to TFC, the Parent or the Servicer:

     The Finance Company
     TFC Enterprises, Inc.
     5425 Robin Hood Road, Suite 101B
     Norfolk, Virginia 23513
     Attention:  Ronald G. Tray, President
     Telephone: (757) 858-1400
     Facsimile: (757) 858-4093

     With a copy to:

     John M. Paris, Jr.
     Williams, Mullen, Clark, Dobbins P.C.
     900 One Columbus Center,
     Virginia Beach, Virginia 23462

60

<PAGE>

         Telephone: (757) 473-5308
         Facsimile: (757) 473-0395


         If to TFCRC VI:

         TFC Receivables Corporation VI
         5425 Robin Hood Road, Suite 101B
         Norfolk, Virginia 23513
         Attention: Ronald G. Tray, President
         Telephone: (757) 858-1400
         Facsimile: (757) 858-4093

         With a copy to:

         John M. Paris, Jr.
         Williams, Mullen, Clark, Dobbins P.C.
         900 One Columbus Center,
         Virginia Beach, Virginia 23462
         Telephone: (757) 473-5308
         Facsimile: (757) 473-0395


         If to the Issuer:

         TFC Automobile Receivables Trust 2002-2
         c/o Wilmington Trust Company
         Rodney Square North
         1100 North Market Street
         Wilmington, Delaware 19890-0001
         Attention: Corporate Trust Administration
         Telephone: (302) 651-1000
         Facsimile: (302) 636-4140


         If to Radian:

         Radian Asset Assurance Inc.
         335 Madison Avenue
         New York, NY 10017-4605
         Attention: Chief Risk Officer
         Telephone: (212) 983-3100
         Facsimile: (212) 682-5377

         (in each case in which notice or other communication to Radian refers
         to an Insurance Agreement Event of Default, a claim on the Policy or
         with respect to which failure on the part of Radian to respond shall be
         deemed to constitute consent or acceptance, then a copy of such notice
         or other communication should also be sent to the attention of each of

61

<PAGE>

     the each of the Chief Risk Officer and Chief Legal Officer and shall be
     marked to indicate "URGENT MATERIAL ENCLOSED.")

     If to the Trustee, Trust Collateral Agent, Back-up Servicer and P.O. Box
     Owner:

     Wells Fargo Bank Minnesota, National Association
     Sixth Street and Marquette Avenue, MAC N9311-161
     Minneapolis, Minnesota 55479
     Attention: Corporate Trust Services/Asset-Backed Administration
     Telephone: (612) 667-8058
     Facsimile: (612) 667-3464

     If to the Successor Servicer:

     Wells Fargo Financial Servicing Solutions, LLC
     59 Skyline Drive, Suite 1700
     Lake Mary, Florida 32746
     Attention:  Rick Potter
     Telephone: (407) 829-7878
     Facsimile: (407) 804-7877


     With a copy to:

     Wells Fargo Financial Florida, Inc.
     800 Walnut Street
     Des Moines, Iowa 50309
     Attention:  General Counsel
     Telephone: (515) 557-7251
     Facsimile: (515) 557-7602

     Section 7.03. No Waiver; Remedies and Severability. No failure on the part
of Radian to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law. The parties further agree that the holding by any
court of competent jurisdiction that any remedy pursued by Radian hereunder is
unavailable or unenforceable shall not affect in any way the ability of Radian
to pursue any other remedy available to it. In the event any provision of this
Insurance Agreement shall be held invalid or unenforceable by any court of
competent jurisdiction, the parties hereto agree that such holding shall not
invalidate or render unenforceable any other provision hereof.

     Section 7.04. Payments.

          (a) All payments to Radian hereunder shall be made in lawful currency
     of the United States and in immediately available funds, shall be made
     prior to 1:00 p.m. (New York City time) on the date such payment is due by
     wire transfer pursuant to the wire

62

<PAGE>

     transfer instructions and bank account information set forth in the Premium
     Letter, or to such other office or account as Radian may direct. Payments
     received by Radian after 1:00 p.m. (New York City time) shall be deemed to
     have been received on the next succeeding Business Day, and such extension
     of time shall be included in computing interest, commissions or fees, if
     any, in connection with such payment.

          (b) Whenever any payment under this Insurance Agreement shall be
     stated to be due on a day which is not a Business Day, such payment shall
     be made on the next succeeding Business Day, and such extension of time
     shall in such cases be included in computing interest, commissions or fees,
     if any, in connection with such payment.

          (c) Unless otherwise specified herein, Radian shall be entitled to
     interest on all amounts owed to Radian under this Insurance Agreement,
     together with interest on any and all amounts remaining unpaid (to the
     extent permitted by law, if in respect of any unpaid amounts representing
     interest) from the date such amounts become due until paid in full (after
     as well as before judgment), at a rate of interest equal to the Prime Rate
     from time to time in effect plus 2.0%.

          (d) In the event of any payment by Radian for which it is entitled to
     be reimbursed or indemnified as provided above, each of the Issuer, TFC and
     TFCRC VI agrees to accept the voucher or other evidence of payment as prima
     facie evidence of the propriety thereof and the liability therefor to
     Radian.

     SECTION 7.05. GOVERNING LAW. THIS INSURANCE AGREEMENT SHALL BE CONSTRUED,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     Section 7.06. Counterparts. This Insurance Agreement may be executed in
counterparts by the parties hereto, and each such counterpart shall be
considered an original and all such counterparts shall constitute one and the
same instrument.

     Section 7.07. Paragraph Headings, Etc. The headings of paragraphs contained
in this Insurance Agreement are provided for convenience only. They form in no
part of this Insurance Agreement and shall not affect its construction or
interpretation.

     Section 7.08. No Petition. Each of the parties hereto agrees that it will
not institute against, or join any other Person in instituting against, the
Issuer or the Trust Property any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding, or other proceeding under any federal or
state bankruptcy or similar law, for one year and one day after satisfaction of
all of the Issuer's payment obligations under the Notes, the Premium Letter and
this Insurance Agreement. The provisions of this Section 7.08 shall survive the
termination of this Insurance Agreement.

     Section 7.09. Consent to Jurisdiction. (a) THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK AND ANY COURT IN THE STATE OF NEW YORK LOCATED
IN THE CITY AND COUNTY OF NEW YORK, AND

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<PAGE>

ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION, SUIT OR PROCEEDING BROUGHT
AGAINST IT AND TO OR IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREUNDER OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT, AND THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE
THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD OR
DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN
SUCH FEDERAL COURT. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH
ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. TO
THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE AND
AGREE NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH
SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN
AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS
IMPROPER OR THAT THE TRANSACTION DOCUMENTS OR THE SUBJECT MATTER THEREOF MAY NOT
BE LITIGATED IN OR BY SUCH COURTS.

          (b) To the extent permitted by applicable law, the parties hereto
     shall not seek and hereby waive the right to any review of the judgment of
     any such court by any court of any other nation or jurisdiction which may
     be called upon to grant an enforcement of such judgment.

          (c) Each of TFC and TFCRC VI hereby irrevocably appoints and
     designates The Prentice-Hall Corporation System, Inc., whose address is 15
     Columbus Circle, New York, New York 10023-7773, as its true and lawful
     attorney and duly authorized agent for acceptance of service of legal
     process. Each of TFC and TFCRC VI agrees that service of such process upon
     such Person shall constitute personal service of such process upon it.

          (d) Nothing contained in the Agreement shall limit or affect Radian's
     right to serve process in any other manner permitted by law or to start
     legal proceedings relating to any of the Transaction Documents against TFC
     or TFCRC VI or their respective property in the courts of any jurisdiction.

     Section 7.10. Consent of Radian. In the event that Radian's consent is
required under any of the Transaction Documents, the determination whether to
grant or withhold such consent shall be made by Radian in its sole discretion
without any implied duty towards any other Person, except as otherwise expressly
provided therein.

     Section 7.11. Jury Trial Waiver. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH
ANY OF THE TRANSACTION DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREUNDER. EACH PARTY

64

<PAGE>

HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY PARTY
HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
HAS BEEN INDUCED TO ENTER INTO THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY
BY, AMONG OTHER THINGS, THIS WAIVER.

     Section 7.12. Limitation of Liability.

          (a) No recourse under any Transaction Document shall be had against,
     and no personal liability shall attach to, any officer, employee, director,
     affiliate or shareholder of any party hereto, as such, by the enforcement
     of any assessment or by any legal or equitable proceeding, by virtue of any
     statute or otherwise in respect of any of the Transaction Documents, the
     Notes or the Policy, it being expressly agreed and understood that each
     Transaction Document is solely a corporate obligation of each party hereto,
     and that any and all personal liability, either at common law or in equity,
     or by statute or constitution, of every such officer, employee, director,
     affiliate or shareholder for breaches by any party hereto of any
     obligations under any Transaction Document is hereby expressly waived as a
     condition of and in consideration for the execution and delivery of this
     Agreement.

          (b) It is expressly understood and agreed by the parties hereto that
     (i) this Insurance Agreement is executed and delivered by Wilmington Trust
     Company, not individually or personally but solely as Owner Trustee of the
     Issuer under the Trust Agreement, in the exercise of the powers and
     authority conferred and vested in it, (ii) each of the representations,
     undertakings and agreements herein made on the part of the Issuer is made
     and intended not as personal representations, undertakings and agreements
     by Wilmington Trust Company but is made and intended for the purpose for
     binding only the Issuer, (iii) nothing herein contained shall be construed
     as creating any liability on Wilmington Trust Company individually or
     personally, to perform any covenant either expressed or implied contained
     herein, all such liability, if any, being expressly waived by the parties
     to this Insurance Agreement and by any person claiming by, through or under
     them and (iv) under no circumstances shall Wilmington Trust Company be
     personally liable for the payment of any indebtedness or expenses of the
     Issuer or be liable for the breach or failure of any obligation,
     representation, warranty or covenant made or undertaking by the Issuer
     under this Insurance Agreement or any related documents.

     Section 7.13. Third Party Beneficiary. Each of TFC, the Servicer, TFCRC VI,
the Issuer, the Trustee, the Trust Collateral Agent, the P.O. Box Owner, the
Back-up Servicer and the Successor Servicer hereby agrees that Radian shall have
all of the rights of a third-party beneficiary in, to, under and in respect of
the Sale and Servicing Agreement and the Indenture, and hereby incorporates and
restates each of its respective, representations, warranties, undertakings,
covenants and understandings, all as set forth therein, for the benefit of
Radian.

     Section 7.14. Entire Agreement. This Insurance Agreement, the Premium
Letter and the Policy set forth the entire agreement between the parties with
respect to the subject matter hereof

65

<PAGE>

and thereof, and this Insurance Agreement supersedes and replaces any agreement
or understanding that may have existed between the parties prior to the date
hereof in respect of any such subject matter.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

66

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Insurance
Agreement, all as of the day and year first above mentioned.

                                         RADIAN ASSET ASSURANCE INC.


                                         By: ________________________________
                                             Name:
                                             Title:


                                         TFC RECEIVABLES CORPORATION VI

                                         By: ________________________________
                                             Name: Ronald G. Tray
                                             Title: President

                                         THE FINANCE COMPANY,
                                         individually and as Servicer

                                         By: ________________________________
                                             Name: Ronald G. Tray
                                             Title: President

                                         WELLS FARGO BANK MINNESOTA, NATIONAL
                                         ASSOCIATION, not in its individual
                                         capacity, but solely as Trust
                                         Collateral Agent, Trustee, P.O. Box
                                         Owner and as Back-up Servicer

                                         By: ________________________________
                                             Name:
                                             Title:


                                         WELLS FARGO FINANCIAL SERVICING
                                         SOLUTIONS, LLC, as Successor Servicer

                                         By: ________________________________
                                             Name:
                                             Title:


                                 Signature Page
                                       to
                       Insurance and Indemnity Agreement

<PAGE>

                                     TFC AUTOMOBILE RECEIVABLES TRUST 2002-2

                                     By:      WILMINGTON TRUST COMPANY,
                                     not in its individual capacity but
                                     solely as Owner Trustee


                                     By: ________________________________
                                        Name:
                                        Title:

                                 Signature Page
                                       to
                       Insurance and Indemnity Agreement

<PAGE>

                                   SCHEDULE 1

         The following table is based, in part, on The Finance Company's memo
entitled "Aged Trial Balance Report Modifications for Non-Monthly Accounts MIS
Project #2367", dated March 5, 1998, and for Monthly Accounts, Section 6.1 of
the November 1991 Collection Manual for Monthly Accounts.

         1. Pursuant to (i) the Sale and Servicing Agreement dated as of October
9, 2002 (the "Sale and Servicing Agreement") among TFC Automobile Receivables
Trust 2002-2 as issuer (the "Issuer"), The Finance Company ("TFC") as servicer
(the "Servicer"), Radian Asset Assurance Inc., ("Radian") TFC Receivables
Corporation VI as seller ("TFCRC VI"), Wells Fargo Bank Minnesota, National
Association (individually "Wells Fargo") as trust collateral agent, back-up
servicer and P.O. box owner, and Wells Fargo Financial Servicing Solutions, LLC
(individually, "Wells Fargo Financial"), as successor servicer; (ii) the
Insurance and Indemnity Agreement dated as of October 9, 2002 (the "Insurance
Agreement") among Radian, the Issuer, TFCRC VI, the Servicer, Wells Fargo as
trustee, trust collateral agent, Back-up servicer and P.O. box owner and Wells
Fargo Financial, as successor servicer; (iii) the other Basic Documents (as
defined under the Sale and Servicing Agreement); and (iv) the transactions
contemplated by the agreements listed in clauses (i) through (iii) above, the
following table shall be used to define delinquency categories for contracts
with monthly Scheduled Receivable Payments ("Monthly-Pay Contracts") and
contracts with more frequent Scheduled Receivable Payments ("Non-monthly-Pay
Contracts"):

Monthly-Pay Contracts*     Non-Monthly-Pay Contracts**        Delinquency
(# Months Delinquent)         (# Weeks Delinquent)             Category
--------------------------------------------------------------------------------

         0                           0-5                        Current
         1                           6-9                           30
         2                           10-13                         60
         3                           14-17                         90
         4                           18-21                         120
         5                           22-25                         150
         6                           26+                           180+

         2. In accordance with TFC's customary policy, in assigning a
delinquency category to any contract, a single partial payment of at least 51%
of a Scheduled Receivable Payment (a "One-Time Partial Payment") shall prevent
either the characterization of such contract as being in the 30 Delinquency
Category or, in the case of a contract which is in a more advanced Delinquency
Category at the time of the receipt of such One-Time Partial Payment,
progression of the contract to the next higher Delinquency Category.

_________________

     *Monthly-Pay contracts (e.g., "Monthly Accounts").

     **Non-monthly-Pay contracts (e.g., "Weekly Accounts," "Bi-Weekly Accounts,"
and "Semi-Monthly Accounts").

<PAGE>

                                   SCHEDULE 2

                        CIVILIAN PORTFOLIO CONCENTRATION

------------------------------------------------------
Calendar Quarter       Civilian Percentage Limit
     (ending)

  December 2002                  49.00%
    March 2003                   49.00%
    June 2003                    49.00%
  September 2003                 49.00%

------------------------------------------------------









<PAGE>

                                    EXHIBIT A

                   FORM OF FINANCIAL GUARANTY INSURANCE POLICY

                                   [Attached]

<PAGE>

                                    EXHIBIT B

                                CLOSING CHECKLIST

                                   [Attached]