FINOVA GROUP INC
THE GUARANTY, DATED AS OF AUGUST 21, 2001
<DOCUMENT>
<TYPE>EX-10.E
<SEQUENCE>10
<FILENAME>dex10e.txt
<DESCRIPTION>THE GUARANTY, DATED AS OF AUGUST 21, 2001
<TEXT>
<PAGE>

                                                                    Exhibit 10.E

                                   GUARANTY

     GUARANTY dated as of August 21, 2001 by The FINOVA Group Inc. (the
"Guarantor"), in favor of Berkadia LLC (the "Lender").

                              W I T N E S S E T H:

     WHEREAS, pursuant to the Credit Agreement dated as of even date herewith
(as the same may be amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"; capitalized terms defined therein and used
herein but not otherwise defined herein or in Appendix A hereto have the
meanings given to them in the Credit Agreement) between the Lender and FINOVA
Capital Corporation (the "Borrower"), the Lender has agreed to make a single
term loan in the principal amount of $5.6 billion to the Borrower upon the terms
and subject to the conditions set forth therein; and

     WHEREAS, the Guarantor is the sole shareholder of the Borrower; and

     WHEREAS, it is a condition precedent to the obligation of the Lender to
make the loan to the Borrower under the Credit Agreement that the Guarantor
shall have executed and delivered this Agreement to the Lender;

     NOW, THEREFORE, in consideration of the premises set forth above, the terms
and conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

Section 1. Guaranty.
           --------

     (a) To induce the Lender to make the Loan, the Guarantor hereby absolutely,
unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, the full and punctual payment when due, whether at stated maturity or
earlier by reason of acceleration, mandatory prepayment or otherwise in
accordance with any Loan Document, of all of the Loan Document Obligations,
whether or not from time to time reduced or extinguished or hereafter increased
or incurred, whether or not recovery may be or hereafter may become barred by
any statute of limitations, and whether enforceable or unenforceable as against
the Borrower, now or hereafter existing, or due or to become due, including
principal, interest (including interest at the contract rate applicable upon
default accrued or accruing after the commencement of any proceeding under the
Bankruptcy Code, whether or not such interest is an allowed claim in such
proceeding), fees and costs of collection. This Guaranty constitutes a guaranty
of payment and not of collection.

     (b) The Guarantor further agrees that, if any payment made by Borrower or
any other person and applied to the Loan Document Obligations is at any time
annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent
or preferential or otherwise required to be refunded or repaid, or the proceeds
of Collateral are required to be returned by the Lender to the Borrower, its
estate, trustee, receiver or any other party, including the Guarantor, under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or repayment, the Guarantor's liability hereunder
(and any Lien or other Collateral securing such liability) shall be and remain
in full force and effect, as fully as if such payment had never been made or, if
prior thereto this Guaranty shall have been cancelled or surrendered (and if any
Lien or other Collateral securing the Guarantor's liability hereunder shall have
been released or terminated by virtue of such cancellation or surrender), this
Guaranty (and such Lien
<PAGE>

or other Collateral) shall be reinstated in full force and effect, and such
prior cancellation or surrender shall not diminish, release, discharge, impair
or otherwise affect the obligations of the Guarantor in respect of the amount of
such payment (or any Lien or other Collateral securing such obligation).

     Section  2. Authorization;   Other  Agreements.   The  Lender  is  hereby
                 ----------------------------------
authorized, without notice to or demand upon the Guarantor, which notice or
demand is expressly waived hereby, and without discharging or otherwise
affecting the obligations of the Guarantor hereunder (which shall remain
absolute and unconditional notwithstanding any such action or omission to act),
from time to time, to:

     (a) supplement, renew, extend, accelerate or otherwise change the time for
payment of, or other terms relating to, the Loan Document Obligations, or any
part of them, or otherwise modify, amend or change the terms of any promissory
note or other agreement, document or instrument (including, without limitation,
the other Loan Documents) now or hereafter executed by the Borrower and
delivered to the Lender, including, without limitation, any increase or decrease
of principal or the rate of interest thereon;

     (b) waive or otherwise consent to noncompliance with any provision of any
instrument evidencing the Loan Document Obligations, or any part thereof, or any
other instrument or agreement in respect of the Loan Document Obligations
(including the other Loan Documents) now or hereafter executed by the Borrower
and delivered to the Lender;

     (c) accept partial payments on the Loan Document Obligations;

     (d) receive, take and hold additional security or collateral for the
payment of the Loan Document Obligations or any part of them and exchange,
enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect,
subordinate, transfer, otherwise alter and release any such additional security
or collateral;

     (e) settle, release, compromise, collect or otherwise liquidate the
Obligations or accept, substitute, release, exchange or otherwise alter, affect
or impair any security or collateral for the Loan Document Obligations or any
part of them or any other guaranty therefor, in any manner;

     (f) add, release or substitute any one or more other guarantors, makers or
endorsers of the Loan Document Obligations or any part of them and otherwise
deal with the Borrower or any other guarantor, maker or endorser;

     (g) apply to the Loan Document Obligations any and all payments or
recoveries from the Borrower, from any other guarantor, maker or endorser of the
Loan Document Obligations or any part of them to the Loan Document Obligations
in such order as provided herein whether such Loan Document Obligations are
secured or unsecured or guaranteed or not guaranteed by others;

     (h) apply any and all payments or recoveries from any other guarantor of
the Loan Document Obligations or sums realized from security furnished by such
guarantor upon its indebtedness or obligations to the Lender, whether or not
such indebtedness or obligations relate to the Loan Document Obligations; and

                                      -2-
<PAGE>

     (i) refund at any time any payment received by the Lender in respect of any
of the Loan Document Obligations, and payment to the Lender of the amount so
refunded shall be fully guaranteed hereby even though prior thereto this
Guaranty shall have been cancelled or surrendered (or any release or termination
of any Collateral by virtue thereof), and such prior cancellation or surrender
shall not diminish, release, discharge, impair or otherwise affect the
obligations of the Guarantor hereunder in respect of the amount so refunded (and
any Collateral so released or terminated shall be reinstated with respect to
such obligations);

even if any right of reimbursement or subrogation or other right or remedy of
the Guarantor is extinguished, affected or impaired by any of the foregoing
(including, without limitation, any election of remedies by reason of any
judicial, non-judicial or other proceeding in respect of the Loan Document
Obligations which impairs any subrogation, reimbursement or other right of the
Guarantor).

     Section 3. Guaranty Absolute and Unconditional. The Guarantor hereby waives
                -----------------------------------
any defense of a surety or guarantor or any other obligor on any obligations
arising in connection with or in respect of any of the following and hereby
agrees that its obligations under this Guaranty are absolute and unconditional
and shall not be discharged or otherwise affected as a result of:

     (a) the invalidity or unenforceability of any of the Borrower's obligations
under the Credit Agreement or any other Loan Document or any other agreement or
instrument relating thereto, or any security for, or other guaranty of, the Loan
Document Obligations or any part of them, or the lack of perfection or
continuing perfection or failure of priority of any security for the Loan
Document Obligations or any part of them;

     (b) the absence of any attempt to collect the Loan Document Obligations or
any part of them from the Borrower or other action to enforce the same;

     (c)  failure by the Lender or the  Collateral  Trustee to take any steps to
perfect and maintain any Lien on, or to preserve any rights to, any Collateral;

     (d) the Lender's election, in any proceeding instituted under chapter 11 of
the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy
Code;

     (e)   any   borrowing   or   grant   of  a  Lien   by  the   Borrower,   as
debtor-in-possession,   or  extension  of  credit,  under  Section  364  of  the
Bankruptcy Code;

     (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or
any portion of the Lender's claim (or claims) for repayment of the Loan Document
Obligations;

     (g) any use of cash collateral under Section 363 of the Bankruptcy Code;

     (h) any agreement or stipulation as to the provision of adequate protection
in any bankruptcy proceeding;

     (i) the  avoidance of any Lien in favor of the  Collateral  Trustee for any
reason;

     (j) any bankruptcy, insolvency,  reorganization,  arrangement, readjustment
of debt,  liquidation  or  dissolution  proceeding  commenced  by or against the
Borrower,  the

                                      -3-
<PAGE>

Guarantor or any of the Borrower's Subsidiaries, including, without limitation,
any discharge of, or bar or stay against collecting, all or any of the Loan
Document Obligations (or any part of them or interest thereon) in or as a result
of any such proceeding;

     (k) failure by the Lender to file or enforce a claim  against the  Borrower
or its estate in any bankruptcy or insolvency case or proceeding;

     (l) any action taken by the Lender that is authorized hereby;

     (m) any election following the occurrence of an Event of Default by the
Lender or the Collateral Trustee to proceed separately against the personal
property Collateral in accordance with the Lender's or the Collateral Trustee's
rights under the UCC (as defined in the Parent Pledge Agreement) or, if the
Collateral consists of both personal and real property, to proceed against such
personal and real property in accordance with the Lender's or the Collateral
Trustee's rights with respect to such real property; or

     (n) any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor or any other obligor on
any obligations, other than the payment in full of the Loan Document
Obligations.

     Section 4. Waivers.  The Guarantor  hereby  waives  diligence,  promptness,
                -------
presentment, demand for payment or performance and protest and notice of
protest, notice of acceptance and any other notice in respect of the Loan
Document Obligations or any part of them, and any defense arising by reason of
any disability or other defense of the Borrower. The Guarantor shall not, until
the Loan Document Obligations are irrevocably paid in full, assert any claim or
counterclaim it may have against the Borrower or set off any of its obligations
to the Borrower against any obligations of the Borrower to it. In connection
with the foregoing, the Guarantor covenants that its obligations hereunder shall
not be discharged, except by complete performance.

     Section 5.  Reliance.  The  Guarantor  hereby  assumes  responsibility  for
                 --------
keeping itself informed of the financial condition of the Borrower and any and
all endorsers and/or other guarantors of all or any part of the Loan Document
Obligations, and of all other circumstances bearing upon the risk of nonpayment
of the Loan Document Obligations, or any part thereof, that diligent inquiry
would reveal, and the Guarantor hereby agrees that the Lender shall not have any
duty to advise the Guarantor of information known to it regarding such condition
or any such circumstances. In the event the Lender, in its sole discretion,
undertakes at any time or from time to time to provide any such information to
the Guarantor, the Lender shall be under no obligation (a) to undertake any
investigation not a part of its regular business routine, (b) to disclose any
information which the Lender, pursuant to accepted or reasonable commercial
finance or banking practices, wishes to maintain confidential or (c) to make any
other or future disclosures of such information or any other information to the
Guarantor.

     Section 6. Waiver of Subrogation and  Contribution  Rights.  Until the Loan
                -----------------------------------------------
Document Obligations have been irrevocably paid in full, the Guarantor shall not
enforce or otherwise exercise any right of subrogation to any of the rights of
the Lender against the Borrower or any right of reimbursement or contribution or
similar right against the Borrower by reason of this Agreement or by any payment
made by the Guarantor in respect of the Loan Document Obligations.

                                      -4-
<PAGE>

     Section 7. Subordination. The Guarantor hereby agrees that any Indebtedness
                -------------
of the Borrower now or hereafter owing to the Guarantor, whether heretofore, now
or hereafter created, including without limitation the Intercompany Note (the
"Guarantor Subordinated Debt"), is hereby subordinated to all of the Loan
Document Obligations, and that, except for payments of principal and interest
expressly required by the terms of the Intercompany Note and except as permitted
by the Credit Agreement (but in each case only when such payment is so
required), the Guarantor Subordinated Debt shall not be paid in whole or in part
until the Loan Document Obligations have been paid in full and this Guaranty is
terminated and of no further force or effect. The Guarantor shall not accept any
payment of or on account of the Guarantor Subordinated Debt at any time in
contravention of the foregoing. Upon the occurrence and during the continuance
of an Event of Default, the Borrower shall pay to the Lender any payment of all
or any part of the Guarantor Subordinated Debt and any amount so paid to the
Lender shall be applied to payment of the Loan Document Obligations as provided
in the Credit Agreement. Each payment on the Guarantor Subordinated Debt
received in violation of any of the provisions hereof shall be deemed to have
been received by the Guarantor as trustee for the Lender and shall be paid over
to the Lender immediately on account of the Loan Document Obligations, but
without otherwise affecting in any manner the Guarantor's liability hereof.

     Section 8. Default;  Remedies.  The obligations of the Guarantor  hereunder
                ------------------
are independent of and separate from the Loan Document Obligations. If any of
the Loan Document Obligations is not paid when due, or upon any Event of Default
or upon any default by the Borrower as provided in any other instrument or
document evidencing all or any part of the Loan Document Obligations, the Lender
may, at its sole election, proceed directly and at once, without notice, against
the Guarantor to collect and recover the full amount or any portion of the Loan
Document Obligations then due, without first proceeding against the Borrower or
any other guarantor of the Loan Document Obligations, or against any Collateral
under the Loan Documents or joining the Borrower or any other guarantor in any
proceeding against the Guarantor. At any time after maturity of the Loan
Document Obligations, the Lender may (unless the Loan Document Obligations have
been irrevocably paid in full), without notice to the Guarantor and regardless
of the acceptance of any Collateral for the payment hereof, appropriate and
apply toward the payment of the Loan Document Obligations (a) any indebtedness
due or to become due from the Lender to the Guarantor and (b) any moneys,
credits or other property belonging to the Guarantor at any time held by or
coming into the possession of the Lender or any of its Affiliates.

     Section 9. Irrevocability. This Guaranty shall be irrevocable as to any and
                --------------
all of the Loan Document Obligations until all monetary Loan Document
Obligations outstanding have been irrevocably repaid in cash, at which time this
Guaranty shall automatically be cancelled. Upon such cancellation and at the
written request of the Guarantor or its successors or assigns, and at the cost
and expense of the Guarantor or its successors or assigns, the Lender shall
execute in a timely manner a satisfaction of this Guaranty and such instruments,
documents or agreements as are necessary or desirable to evidence the
termination of this Guaranty.

     Section 10. Setoff.  Upon the  occurrence and during the  continuance of an
                 ------
Event of Default, the Lender and its Affiliates may, without notice to the
Guarantor and regardless of the acceptance of any security or collateral for the
payment hereof, appropriate and apply toward the payment of all or any part of
the Loan Document Obligations (a) any indebtedness due or to become due from the
Lender or such Affiliate to the Guarantor, and (b) any moneys, credits or other
property belonging to the Guarantor, at any time held by or coming into the
possession of the Lender or such Affiliate.

                                      -5-
<PAGE>

     Section 11. No Marshalling.  The Guarantor consents and agrees that neither
                 --------------
the Lender nor any Person acting for or on behalf of the Lender shall be under
any obligation to marshal any assets in favor of the Guarantor or against or in
payment of any or all of the Loan Document Obligations.

     Section 12. Enforcement;  Amendments;  Waivers. No delay on the part of the
                 ----------------------------------
Lender in the exercise of any right or remedy arising under this Guaranty, the
Credit Agreement, any of the other Loan Documents or otherwise with respect to
all or any part of the Loan Document Obligations, the Collateral or any other
guaranty of or security for all or any part of the Loan Document Obligations
shall operate as a waiver thereof, and no single or partial exercise by the
Lender of any such right or remedy shall preclude any further exercise thereof.
No modification or waiver of any of the provisions of this Guaranty shall be
binding upon the Lender, except as expressly set forth in a writing duly signed
and delivered by the party making such modification or waiver and approved by
the Lender. Failure by the Lender at any time or times hereafter to require
strict performance by the Borrower, the Guarantor, any other guarantor of all or
any part of the Loan Document Obligations or any other Person of any of the
provisions, covenants, warranties, terms and conditions contained in any of the
Loan Documents now or at any time or times hereafter executed by such Persons
and delivered to the Lender shall not waive, affect or diminish any right of the
Lender at any time or times hereafter to demand strict performance thereof and
such right shall not be deemed to have been waived by any act or knowledge of
the Lender, or its respective agents, officers or employees, unless such waiver
is contained in an instrument in writing, directed and delivered to the Borrower
or the Guarantor, as applicable, specifying such waiver, and is signed by the
party or parties necessary to give such waiver under the Credit Agreement. No
waiver of any Event of Default by the Lender shall operate as a waiver of any
other Event of Default or the same Event of Default on a future occasion, and no
action by the Lender permitted hereunder shall in any way affect or impair the
Lender's rights and remedies or the obligations of the Guarantor under this
Guaranty. Any determination by a court of competent jurisdiction of the amount
of any principal and/or interest owing by the Borrower to the Lender shall be
conclusive and binding on the Guarantor irrespective of whether the Guarantor
was a party to the suit or action in which such determination was made.

     Section 13. Successors and Assigns. This Guaranty shall be binding upon the
                 ----------------------
Guarantor and upon the successors and assigns of the Guarantor and shall inure
to the benefit of the Lender and its successors and assigns; all references
herein to the Borrower and to the Guarantor shall be deemed to include their
respective successors and assigns (including, without limitation, any
Participant in the Loan). The successors and assigns of the Guarantor and the
Borrower shall include, without limitation, their respective receivers, trustees
and debtors-in-possession. All references to the singular shall be deemed to
include the plural where the context so requires.

     Section 14.  Representation  and Warranties The Guarantor hereby represents
                  ------------------------------
and warrants to the Lender that, except as set forth in the corresponding
section or subsection of the disclosure schedule delivered concurrently herewith
by the Guarantor to the Lender:

     (a) The Guarantor (i) is duly organized, validly existing and in good
standing under the laws of the State of Delaware, (ii) has the corporate power
and authority, and the legal right, to own and operate its Property, to lease
the Property it operates as lessee and to conduct the business in which it is
currently engaged, (iii) is duly qualified as a foreign corporation and is in
good standing under the laws of each jurisdiction where its ownership, lease

                                      -6-
<PAGE>

or operation of Property or the conduct of its business requires such
qualification, except where the failure to be so qualified or in good standing
in jurisdictions other than the State of Delaware, individually or in the
aggregate, has not caused and would not reasonably be expected to cause a
Guarantor Loss Event and (iv) is in compliance with its Constituent Documents.

     (b) The Guarantor has the requisite corporate power and authority to make,
deliver and perform this Guaranty and the other Security Documents to which it
is a party and to incur the obligations provided for herein and therein. The
Guarantor has taken all necessary corporate action to authorize the execution,
delivery and performance of this Guaranty and the other Security Documents to
which it is a party. No consent or authorization of, filing with, notice to or
other act by or in respect of, any Governmental Authority or any other Person is
required in connection with the execution or delivery by the Guarantor of, or
the performance of its obligations under, this Guaranty or any of the other
Security Documents, except (i) those which the failure to obtain would not,
individually or in the aggregate, be reasonably expected to cause a Guarantor
Loss Event and (ii) consents, authorizations, filings and notices described in
Schedule 14(b) hereto which consents, authorizations, filings and notices have
been obtained or made and are in full force and effect. Each applicable Security
Document has been duly executed and delivered on behalf of the Guarantor. This
Guaranty constitutes, and each other Security Document to which it is a party
upon execution by the Guarantor and the other parties thereto, will constitute,
a legal, valid and binding obligation of the Guarantor, enforceable against the
Guarantor in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws affecting creditors' rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).

     (c) (i) The execution, delivery and performance of this Guaranty and the
other Security Documents does not, and will not, violate, result in a breach of,
or constitute a default under (or constitute an event which with notice, lapse
of time or both would violate, result in a breach of, or constitute a default
under), any Requirement of Law, Contractual Obligation or Constituent Document
of the Guarantor and will not result in, or require, the creation or imposition
of any Lien (other than Liens created by the Security Documents) on any of the
Properties or revenues of the Guarantor, as the case may be, pursuant to any
Requirement of Law, Contractual Obligation or Constituent Document, except in
the case of any Requirement of Law or Contractual Obligation, as the case may
be, as would not reasonably be expected to cause, individually or in the
aggregate, a Guarantor Loss Event.

         (ii) Other than such defaults as were caused or triggered by the filing
of the Chapter 11 Cases, the Guarantor is not in default in any material respect
in the performance, observance or fulfillment of any Contractual Obligation or
in material violation of any Requirement of Law except such defaults or
violations as would not reasonably be expected to cause a Guarantor Loss Event.

         (iii) No Default or Event of Default hereunder, or "default," "event of
default" or event which with notice, lapse of time or both would constitute a
"default" or "event of default" under any of the Loan Documents, has occurred
and is continuing.

     (d) (i) The audited consolidated balance sheet of the Guarantor as at
December 31, 2000, and the related consolidated statements of income and of cash
flows for the Fiscal Year ended on such date included in the Guarantor's Annual
Report on Form 10-K/A for the year ended December 31, 2000, as amended, as filed
with the Securities and Exchange Commission (such balance sheet and related
statements of income and cash flows being

                                      -7-
<PAGE>

collectively the "Guarantor's Audited Financial Statements"), and the
accompanying report from Ernst & Young LLP (or another "big five" independent
auditor selected by the Guarantor and reasonably acceptable to the Lender, the
"Guarantor's Accountant"), the unaudited consolidating balance sheet of the
Guarantor as at December 31, 2000, and the related unaudited consolidating
statement of income for the Fiscal Year ended on such date attached as Schedule
3.4(a)(1) of the Credit Agreement (the "Guarantor's Annual Consolidating
Financial Statements") and the interim unaudited consolidated and consolidating
balance sheet of the Guarantor as at June 30, 2001, and the related unaudited
consolidated and consolidating statement of income and consolidated statement of
cash flow for the six-month period ended on such date attached as Schedule
3.4(a)(2) of the Credit Agreement (such interim balance sheets and related
unaudited statements of income and cash flow being collectively the "Guarantor's
Interim Financial Statements"), present fairly, accurately and completely the
consolidated financial position of the Guarantor as at such date, and the
consolidated or consolidating results of its operations and its consolidated
cash flows for the respective Fiscal Year or six-month period then ended, as the
case may be. All of the Guarantor's Audited Financial Statements, the
Guarantor's Annual Consolidating Financial Statements and the Guarantor's
Interim Financial Statements, including any related schedules or notes thereto,
have been prepared in accordance with GAAP applied consistently throughout the
periods involved and with prior periods (except as disclosed therein).

         (ii) Except as set forth in Schedule 14(d)(ii) hereto, since June 7,
2001, there has been no adverse change in the condition (financial or
otherwise), business or operations of the Guarantor or any of its Subsidiaries
and no development or event affecting any of the Guarantor or any of its
Subsidiaries that, individually or in the aggregate, has had or would reasonably
be expected to have a Guarantor Material Adverse Effect, other than the filing
of the Chapter 11 Cases and the consequences that would normally result
therefrom.

         (iii) There are no material liabilities (whether fixed or contingent
and including, without limitation, Guaranty Obligations, liabilities for Taxes,
and obligations with respect to interest rate swap transactions or derivatives)
of the Guarantor or any of its Subsidiaries that are of the type required under
GAAP to be reflected in financial statements that are not reflected in the
Guarantor's Audited Financial Statements, the Guarantor's Interim Financial
Statements or in the notes thereto other than liabilities arising in the
ordinary course of business consistent with past practice.

     (e) (i) The projections and pro forma financial information contained in
the materials provided to the Lender in connection herewith and the Bankruptcy
Documents are based upon estimates and assumptions believed in good faith by
management of the Guarantor to be reasonable at the time made.

         (ii) There is no fact known to the Guarantor that, individually or in
the aggregate, has had or could reasonably be expected to have a Guarantor
Material Adverse Effect that has not been disclosed herein, in the other Loan
Documents, the Bankruptcy Documents, the Guarantor SEC Reports or in any other
information furnished to the Lender for use in connection with the transactions
contemplated hereby and by the other Loan Documents. The information and reports
(including the Guarantor SEC Reports) furnished by the Guarantor or any of the
Loan Parties to the Lender or to the Bankruptcy Court in connection with the
Loan Documents or the Chapter 11 Cases, as the case may be, when taken as a
whole, do not contain any untrue statement of a material fact or omit to state a
fact necessary to make the statements contained therein, taken as a whole not
misleading.

                                      -8-
<PAGE>

     (f) Except as set forth in Schedule 14(f) hereto, no litigation,
investigation or proceeding of or before any arbitrator, mediator or
Governmental Authority is pending or, to the actual knowledge of the Guarantor,
threatened, by or against the Guarantor, or against any of its Properties or
revenues, that, individually or in the aggregate, has caused or would reasonably
be expected to cause a Material Guarantor Loss Event.

     (g) Except for a valid leasehold interest in the property located at 4800
N. Scottsdale Road, Scottsdale, Arizona 85251-7623, the Guarantor does not own,
or have any leasehold interest in, any real property.

     (h) Set forth on Schedule 14(h) hereto is a true, accurate and complete
list of all material Property of the Guarantor. The Guarantor has good title to
all of such material Property, and none of such material Property is subject to
any Lien other than Guarantor Permitted Liens.

     (i) There are no direct subsidiaries of the Guarantor except for the
Borrower. All of the outstanding Capital Stock of the Borrower is owned
beneficially and of record by the Guarantor, free and clear of all Liens other
than the Liens described in item (i) and (ii) of Section 16(b) hereof. The sole
business of the Guarantor is to hold the Capital Stock of the Borrower, and the
Guarantor has no other business operations except those incidental to being a
holding company of the Borrower.

     (j) The Guarantor is in compliance in all material respects with all
applicable provisions of ERISA. Neither a Reportable Event (other than the
reorganization proceedings resulting from the Reorganization Plan) nor a
Prohibited Transaction has occurred and is continuing with respect to any
Employee Plan. No notice of intent to terminate an Employee Plan has been filed,
nor has any Employee Plan been terminated. No circumstances exist which
constitute grounds entitling the PBGC to institute proceedings to terminate, or
appoint a trustee to administer, an Employee Plan, nor has the PBGC instituted
any such proceedings, nor has any Lien in favor of the PBGC arisen from the
termination of any Single Employer Plan. Neither the Guarantor nor any Commonly
Controlled Entity has completely or partially withdrawn from a Multiemployer
Plan. The Guarantor and each Commonly Controlled Entity has met its minimum
funding requirements under ERISA with respect to all of its Employee Plans, and
the present value of all vested benefits under each Employee Plan does not
exceed the fair market value of all Employee Plan assets allocable to such
benefits, as determined on the most recent valuation date of the Employee Plan
and in accordance with the provisions of ERISA. Neither the Guarantor nor any
Commonly Controlled Entity has incurred any liability to the PBGC under ERISA or
would reasonably be expected to become subject to any liability under ERISA if
it were to withdraw completely from all Multiemployer Plans as of the valuation
date most closely preceding the date on which this representation is made or
deemed made. No such Multiemployer Plan is in Employee Plan Reorganization or
Employee Plan Insolvency.

     (k) The Guarantor (i) possesses all licenses, permits, franchises and
certificates necessary for the conduct of its business substantially as now
conducted and as presently proposed to be conducted and (ii) is not in violation
of any valid rights of any Person with respect to any of the foregoing or the
use thereof, except where the failure to possess such license, permit, franchise
or certificate or the violation of such rights that, individually or in the
aggregate, has not caused and would not reasonably be expected to cause a
Material Guarantor Loss Event.

                                      -9-
<PAGE>

     (l) The Guarantor (i) owns, or is licensed to use, all Intellectual
Property necessary for the conduct of the Guarantor's business substantially as
now conducted and (ii) is not in violation of any valid rights of any Person
with respect to any of the foregoing or the use thereof, except for violations
of such rights that, individually or in the aggregate, have not caused and would
not reasonably be expected to cause a Material Guarantor Loss Event. No claim
has been asserted and is pending by any Person challenging or questioning the
use of any Intellectual Property or the validity or effectiveness of any
Intellectual Property that, individually or in the aggregate, has caused and
would reasonably be expected to cause a Material Guarantor Loss Event, nor does
the Guarantor know of any valid basis for any such claim.

     (m) The Guarantor has filed or caused to be filed all federal, state,
local, municipal, foreign and other Tax returns which are required to be filed
and has paid all Taxes shown to be due and payable on such returns or on any
assessments made against it or any of its Property and all other Taxes, fees or
other charges (including any interest or penalty thereon) imposed on the
Guarantor or any of its Property by any Governmental Authority (other than any
amount the validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which reserves to the extent
required by GAAP have been provided on the books of the Guarantor). No Lien
other than Liens for Taxes not yet due or which are being contested in good
faith by appropriate proceedings (but in each case only to the extent that
adequate reserves with respect thereto are maintained on the books of the
Guarantor to the extent required by GAAP) has been filed, and no claim is being
asserted, with respect to any such Tax, fee or other charge. Except as set forth
on Schedule 14(m) hereto, there is no ongoing audit or, to the best of the
Guarantor's knowledge, other governmental investigation into the Tax liability
of the Guarantor.

     (n) (i) Set forth on Schedule 14(n)(i) hereto is a true, complete and
accurate list of all Indebtedness of the Guarantor as of the effective date of
the Reorganization Plan, in each case showing the principal amount outstanding
thereunder, the name of the lender in respect thereof and the name of any Person
which has directly or indirectly guaranteed such Indebtedness.

         (ii) The Guarantor has no Unfunded Commitments.

         (iii) Set forth on Schedule 14(n)(iii) hereto is, as of the date
hereof, a true, complete and accurate list of all of the bank and other
depository accounts of the Guarantor, in each case showing the name on the
account, the account number, the institution at which such account is held, the
address of such institution, the identity of the primary contact at such
institution for such account and the extent to which the funds in such account
contain any funds held in trust for or on behalf of any customer or third
Person. All cash and cash equivalents of the Guarantor are held in one or more
Approved Deposit Accounts (as defined in the Parent Pledge Agreement).

         (iv) Set forth on Schedule 14(n)(iv) hereto is, as of the date hereof,
a true, complete and accurate list of all of the securities, commodity, and
other brokerage accounts of the Guarantor, in each case showing the name on the
account, the account number, the institution at which such account is held, the
address of such institution, the identity of the primary contact at such
institution for such account and the extent to which the financial assets in
such account contain are held in trust for or on behalf of any customer or third
Person. All securities, notes, and other non-cash or non-cash-equivalent
financial assets or instruments of the Guarantor are held in one or more Control
Accounts (as defined in the Parent Pledge Agreement).

                                      -10-
<PAGE>

     (o) The Guarantor's obligations under this Guaranty rank senior to, or pari
passu with, all of its other obligations, except as required by law.

     (p) (i) The Guarantor is not an "investment company" within the meaning of
the Investment Company Act of 1940, as amended.

         (ii) The Guarantor is not a "public utility company", or a "holding
company", or a "subsidiary company" of a "holding company, or an "affiliate" of
a "holding company" or of a "subsidiary company of a "holding company", as such
terms are defined in the Public Utility Holding Company Act of 1935, as amended,
or a "public utility" with the meaning of the Federal Power Act, as amended.

         (iii) Neither the execution of any of the Loan Documents nor the use of
the proceeds of the Loan violates the Trading With the Enemy Act of 1917, as
amended, or any of the foreign assets control regulations promulgated thereunder
or under the International Emergency Economic Powers Act or the U.N.
Participation Act of 1945.

         (iv) Except as set forth in Schedule 14(p)(iv) hereto, the Guarantor is
not subject to regulation under any Requirement of Law which limits its ability
to incur or guarantee indebtedness.

     (q) The Guarantor is not generally engaged in the business of purchasing or
selling Margin Stock or extending credit for the purpose of purchasing or
carrying Margin Stock. No part of the proceeds of the Loan will be used, whether
directly or indirectly, for "purchasing" or "carrying" (as each such term is
defined in Regulation U of the FRB) any Margin Stock or for any purpose which
violates the provisions of any regulation of the FRB. The Guarantor does not own
any Margin Stock.

     (r) (i) There are no strikes or other labor disputes against the Guarantor
pending or threatened that, individually or in the aggregate, have caused or
would reasonably be expected to cause a Guarantor Loss Event.

         (ii) Hours worked by and payments made to employees of the Guarantor
have not been in violation of the Fair Labor Standards Act or any other
applicable Requirements of Law dealing with such matters that, individually or
in the aggregate, have caused or would reasonably be expected to cause a
Guarantor Loss Event.

         (iii) All payments due from the Guarantor with respect to employee
health and welfare insurance that, individually or in the aggregate, would
reasonably be expected to cause a Guarantor Loss Event if not paid, have been
paid or accrued as a liability on the books of the Guarantor.

         (iv) The Guarantor (A) is not a party to, or is bound by, any
collective bargaining agreement, contract or other agreement, Contractual
Obligation or understanding with a labor union or labor organization and (B) is
not the subject of a proceeding asserting that the Guarantor has committed an
unfair labor practice (within the meaning of the National Labor Relations Act)
or seeking to compel it to bargain with any labor organization as to wages and
conditions of employment.

     (s) None of the Guarantor's Subsidiaries is subject to any Subsidiary
Restriction except Subsidiary Restrictions contained in the Loan Documents.

                                      -11-
<PAGE>

     (t) (i) The Reorganization Plan complies in all material respects with all
applicable Requirements of Law, and all necessary creditor, judicial and other
consents and approvals required for the consummation of the Reorganization Plan
have been duly obtained and are in full force and effect. The consummation of
the Reorganization Plan will not violate, or result in a breach of, or
constitute a default under, any Requirement of Law or Contractual Obligation
affecting the Guarantor or any of its Subsidiaries. The Guarantor has not
agreed, nor will it agree, to any material amendment, waiver or other
modification to any Bankruptcy Document unless such amendment, waiver or
modification has been expressly approved by the Lender in writing.

         (ii) The Final Order for each Chapter 11 Case is in full force and
effect. Upon the maturity (whether by acceleration or otherwise) of any of the
obligations of the Guarantor or its Subsidiaries under any of the Loan
Documents, the Lender shall be entitled to immediate payment of such obligations
and to enforce the remedies provided under such Loan Document without further
application to or order by the Bankruptcy Court.

     (u) All insurance policies of any kind or nature owned by or issued to the
Guarantor, including, without limitation, policies for life, fire, theft,
product liability, public liability, property damage, other casualty, workers'
compensation, employee health and welfare, title, property and liability, are in
full force and effect and are of a nature and provide such coverage as is
sufficient and as is reasonably appropriate or is customarily carried by
companies of the size and character of the Guarantor.

     (v) The Guarantor has not directly or indirectly offered any interest in
the Loan or in any of the obligations of any of the Loan Parties under any of
the Loan Documents for sale to, or solicited any offer to acquire any such
interest from, or has sold any such interest to, any Person that would subject
the making of the Loan or the incurrence by any Loan Party of any of its
obligations under any of the Loan Documents to registration under the Securities
Act of 1933, as amended.

     (w) Set forth on Schedule 14(w) hereto is a true, complete and accurate
list of (i) the location of all books and records pertaining to each item of
Property of the Guarantor that constitutes Collateral, and (ii) each location,
other than the foregoing, where any such Property is located.

     (x) Each representation and warranty made by the Borrower under the Credit
Agreement is true and accurate in all respects. Each representation and warranty
made by each Subsidiary Guarantor under Section 16 of the Subsidiary Guaranty is
true and accurate in all respects.

     Section 15.   Affirmative Covenants. The Guarantor hereby agrees to:
                   ---------------------

     (a) Furnish to the Lender,

         (i) as soon as available, but in any event within ninety (90) days
after the end of each Fiscal Year, the audited consolidated and unaudited
consolidating balance sheet of the Guarantor and its Subsidiaries, as at the end
of such Fiscal Year, and the related audited consolidated and unaudited
consolidating statements of income and audited consolidated statement of cash
flow for such Fiscal Year, each setting forth in comparative form the figures
for the previous Fiscal Year and all such consolidated statements to be in
reasonable detail, prepared in accordance with GAAP, and certified by the
Guarantor's Accountant and accompanied by a

                                      -12-
<PAGE>

report of the Guarantor's Accountant expressing the opinion of the Guarantor's
Accountant that such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of the Guarantor and its
Subsidiaries at the end of such Fiscal Year and the consolidated results of
their operations and their cash flows for such Fiscal Year, in conformity with
GAAP, without qualification or exception (other than with respect to a "going
concern" qualification);

         (ii) as soon as available, but in any event within forty-five (45) days
after the end of each of the first three Fiscal Quarters of each Fiscal Year,
the unaudited consolidated and consolidating balance sheet of the Guarantor and
its Subsidiaries as at the end of such Fiscal Quarter, and the related unaudited
consolidated and consolidating statements of income and unaudited consolidated
statement of cash flow for such Fiscal Quarter and the portion of such Fiscal
Year then elapsed, each setting forth in comparative form the figures for the
previous Fiscal Year and all such consolidated statements to be in reasonable
detail, prepared in accordance with GAAP, and certified by the chief financial
officer of the Guarantor as being fairly stated in all material respects;

         (iii) as soon as available, but in any event not later than thirty (30)
days after the end of each month, the unaudited consolidated balance sheet of
the Guarantor and its Subsidiaries as at the end of such month and the related
unaudited consolidated statements of income and of cash flows for such month and
the portion of the Fiscal Year through the end of such month, each setting forth
in comparative form the figures for the previous Fiscal Year and all such
consolidated statements to be in reasonable detail, prepared without regard to
"fresh start" accounting provisions, and certified by the chief financial
officer of the Guarantor as being fairly stated in all material respects;

         (iv) as soon as available, but in any event not later than thirty (30)
days after the end of each month, the unaudited consolidated balance sheet of
the Guarantor and its Subsidiaries as at the end of such month and the related
unaudited consolidated statements of income and of cash flows for such month and
the portion of the Fiscal Year through the end of such month, each setting forth
in comparative form the figures for the previous Fiscal Year and all such
consolidated statements to be in reasonable detail, prepared with regard to
"fresh start" accounting provisions, and certified by the chief financial
officer of the Guarantor as being fairly stated in all material respects;

         (v) as soon as available, but in any event within twenty (20) days
prior to the end of each Fiscal Year, the annual financial projections of the
Guarantor and its Subsidiaries for at least the remaining term of the Loan, with
such detail and in such form as is reasonably satisfactory to the Lender,
including, at a minimum, projected detailed consolidated balance sheets and
income and cash flow statements of the Guarantor and its Subsidiaries for the
two next succeeding Fiscal Years, and a breakdown of such projections by Fiscal
Quarter for the next succeeding Fiscal Year;

         (vi) within fifteen (15) days prior to the end of each Fiscal Quarter,
updates to the financial projections for the next succeeding quarter;

         (vii) as soon as available, but in any event within forty-five (45)
days after the end of each Fiscal Quarter, a report, in such form and detail as
is reasonably satisfactory to the Lender, of the Guarantor's and its
Subsidiaries' investment in Financing Transactions (including discontinued
operations), by line of business, accrual status and impaired/unimpaired status,
as of the end of such Fiscal Quarter, the reserve for credit losses as of the
end of such

                                      -13-
<PAGE>

Fiscal Quarter and an analysis of write-offs and recoveries for such Fiscal
Quarter, including such back-up detail as the Lender may reasonably request with
respect to the specific Financing Transactions underlying any such aggregated
information;

         (viii) as soon as available, but in any event not later than thirty
(30) days after the end of each month, a certification of Asset Value as of the
end of such month, in the form attached as Exhibit K to the Credit Agreement and
certified as true and correct by the chief financial officer of the Guarantor;
and

         (ix) promptly, such financial and other information as the Lender may
from time to time reasonably request.

All such financial statements shall be complete and correct in all material
respects and shall be prepared in accordance with GAAP applied consistently
throughout the periods reflected therein and with prior periods (subject to
normal year-end adjustments).

     (b) Comply in all material respects with (i) all Contractual Obligations in
respect of which the failure to comply could, individually or in the aggregate,
reasonably be expected to cause a Guarantor Loss Event, (ii) the Reorganization
Plan, (iii) all Senior Note Documents, (iv) all Debt Instruments and (v) all
Loan Documents.

     (c) Pay, discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, all material obligations of whatever
nature, including income, real property or other Taxes, except where (i) the
amount or validity of such Taxes is currently being contested in good faith by
appropriate proceedings and reserves to the extent required by GAAP with respect
thereto have been provided on the books of the Guarantor or (ii) the failure to
make such payment would not reasonably be expected to cause a Guarantor Loss
Event.

     (d) (i) Continue to engage in businesses of the same general type as now
conducted by the Guarantor, (ii) preserve, renew and keep its existence in full
force and effect and (iii) take all reasonable action to maintain all rights,
privileges and franchises, including all licenses, permits and registration
issued by or filed with any Governmental Authority, and all Intellectual
Property, necessary or desirable in the normal conduct of its business.

     (e) (i) Maintain its physical Property in good working order and condition,
ordinary wear and tear excepted except where, in the good faith business
judgment of the Guarantor, such preservation or maintenance is either not
necessary or not appropriate for the prudent management of the business of the
Guarantor.

         (ii) Maintain with financially sound and reputable insurance companies
insurance on all its Property and on all of the Property of each of its
Subsidiaries in at least such amounts and against at least such risks (but
including in any event public liability) as are usually insured against by
companies engaged in similar businesses and owning similar properties in the
same general area in which the Guarantor or such Subsidiary operates, as the
case may be.

         (iii) Maintain such liability insurance, including workers'
compensation and errors and omissions insurance, in such amounts and of such
types as are customary for businesses similar to that of the Guarantor and each
of its Subsidiaries, as the case

                                      -14-
<PAGE>

may be, as are otherwise reasonably acceptable to the Lender with financially
sound and reputable insurance companies or such self insurance as is consistent
with the past practice of the Guarantor and its Subsidiaries.

     (f) (i) Keep books of records and accounts in which full and accurate
entries in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities.

         (ii) Permit representatives of the Lender at the Guarantor's cost to
visit and inspect any of its Properties and examine and make abstracts from any
of the Guarantor's books and records at any reasonable time and as often as may
reasonably be desired, conduct field audits of the assets and operations of the
Guarantor, and discuss the business, operations, Properties and financial and
other condition of the Guarantor with officers and employees of the Guarantor
and with the Guarantor's Accountant .

     (g) Promptly after the Guarantor knows or should have known of the
occurrence of any of the events described below, give notice to the Lender of:

         (i) the occurrence of any Default;

         (ii) any (A) default or event of default under any Contractual
Obligation of the Guarantor or any other Loan Party, in each case, involving or
relating to an amount in excess of Twenty Five Million Dollars ($25,000,000), or
(B) litigation, investigation or proceeding which may exist at any time between
the Guarantor or any other Loan Party and any Governmental Authority other than
litigation, investigations or proceedings relating to Taxes where the amount at
issue is less than Twenty Five Million Dollars ($25,000,000);

         (iii) any litigation or proceeding (including any litigation or
proceeding under any Environmental Law) affecting the Guarantor or any Loan
Party in which the disputed amount involved against such Guarantor or Loan Party
is Twenty Five Million Dollars ($25,000,000) or more (and which amount is not
reasonably expected to be covered by insurance or other third-party indemnity),
or in which injunctive or similar relief is sought the effect of which, if
granted, would reasonably be expected to cause a Guarantor Loss Event;

         (iv) the following events, as soon as possible and in any event within
thirty (30) days after any executive officer or director of the Guarantor knows
or should have known of the existence of any of the following: (i) the
occurrence of any Reportable Event with respect to any Employee Plan, a failure
to make any required contribution to an Employee Plan within the time prescribed
by applicable law, the creation of any Lien on the assets of the Guarantor or
any Commonly Controlled Entity in favor of the PBGC, or any withdrawal from, or
the termination, Employee Plan Reorganization or Employee Plan Insolvency of,
any Multiemployer Plan or (ii) the institution of proceedings or the taking of
any other action by the PBGC or the Guarantor or any Commonly Controlled Entity
or any Multiemployer Plan with respect to the withdrawal from, or the
termination, Employee Plan Reorganization or Employee Plan Insolvency of, any
Employee Plan; and

         (v) any development or event which has had or would reasonably be
expected to have a Guarantor Material Adverse Effect;

Each notice pursuant to this Section 15(g) shall be accompanied by a statement
of the chief executive officer, president, or chief financial officer of the
Guarantor setting forth details of the

                                      -15-
<PAGE>

occurrence referred to therein and, with respect to (i)-(v) above, stating what
action the Guarantor or the relevant Loan Party proposes to take with respect
thereto.

     (h) Comply with all Requirements of Law and Constituent Documents, except
where the failure to comply with such Requirements of Law or Constituent
Documents would not, individually or in the aggregate, reasonably be expected to
cause a Guarantor Loss Event.

     (i) (i) With respect to any Property of the Guarantor (other than any
Property described in clause (ii) below) as to which the Collateral Trustee does
not have a first priority perfected Lien following the Closing Date, upon the
request of Lender or, with respect to Property acquired by the Guarantor after
the Closing Date with a value in excess of Two Hundred Fifty Thousand Dollars
($250,000), promptly after such acquisition (A) execute and deliver to the
Collateral Trustee such Security Documents or amendments to any Security
Document or such other documents as are necessary to grant to the Collateral
Trustee a security interest in such Property and (B) take all actions necessary
or advisable to grant to the Collateral Trustee a perfected first priority
security interest in such Property, including the filing of Uniform Commercial
Code financing statements in such jurisdictions as may be required by the
Security Documents or by law or as may be requested by the Lender and the filing
of Aircraft Mortgages.

         (ii) With respect to any fee or leasehold interest in any real estate
of the Guarantor as to which the Collateral Trustee does not have a first
priority perfected Lien following the Closing Date, upon the request of the
Lender or, with respect to such interest having a value (together with
improvements thereof) of at least Two Hundred Fifty Thousand Dollars ($250,000)
acquired by the Guarantor after the Closing Date, promptly after such
acquisition (A) execute and deliver a first priority (except to the extent that
such Liens affect such real estate) Mortgage, as the case may be, in favor of
the Collateral Trustee, covering such real estate, (B) if requested by the
Lender, provide the Collateral Trustee with title and extended coverage
insurance, together with surveys covering such real estate, any consents or
estoppels reasonably deemed necessary or advisable by the Lender, any legal
opinions relating to the matters described above, all of which insurance,
surveys, consents, estoppels and legal opinions shall be in form and substance
reasonably satisfactory to the Lender.

     (j) Except to the extent that the validity or amount thereof is being
contested in good faith and by appropriate proceedings, pay and discharge all
Taxes prior to the date when any interest or penalty would accrue for the
nonpayment thereof. The Guarantor shall furnish to the Lender at such times as
the Lender may require, proof satisfactory to the Lender of the making of
payments or deposits in accordance with all Requirements of Law, including,
without limitation, payments or deposits with respect to amounts withheld by the
Guarantor from wages and salaries of employees and amounts contributed by the
Guarantor on account of federal and other income or wage Taxes and amounts due
under the Federal Insurance Contributions Act, as amended.

     (k) If any Accounting Change shall occur and such change results in a
change in the method of calculation of any covenant, standard or term of the
Credit Agreement, promptly notify the Lender of such Accounting Change.

     (l) Hold all cash and cash equivalents of the Guarantor (including, without
limitation, all proceeds of Collateral) only in Approved Deposit Accounts (as
defined in the Parent Pledge Agreement).

                                      -16-
<PAGE>

     (m) Take, or cause to be taken, all actions necessary, proper, advisable or
reasonably requested by the Lender to consummate the transactions contemplated
hereby and by the other Loan Documents, to protect the rights granted to the
Lender hereunder and under the other Loan Documents and to otherwise carry out
the terms and conditions of this Agreement and the other Loan Documents,
including, without limitation, the execution, delivery and filing of such other
agreements, instruments, certificates, notices and other documents as are
necessary, proper, advisable or reasonably requested by the Lender to perfect
the Collateral Trustee's security interest in the Collateral and maintain at all
times the Collateral Trustee's Lien created under the Security Documents.

     (n) On or within five days (5) prior to the last day of every calendar
month, contribute to the Borrower any cash or cash equivalents of the Guarantor
which, when aggregated, exceed the amounts reasonably required and intended to
be used by the Guarantor to pay its (i) Operating Expenses due and payable
during the next thirty (30) days, (ii) Taxes due and payable during the next
thirty (30) days, and (iii) Indebtedness, at such times and in such amounts as
permitted by Section 16(a) hereof, due and payable during the next thirty (30)
days.

     Section 16.   Negative Covenants. The Guarantor hereby agrees that it shall
                   ------------------
not:

     (a) Create, incur, assume or suffer to exist any Indebtedness, except:

         (i) Indebtedness pursuant to any Loan Document; and

         (ii) the Senior Notes.

     (b) Create, incur, assume or suffer to exist any Lien upon the Guarantor's
Property or revenues, whether now owned or hereafter acquired, except for the
following (collectively, "Guarantor Permitted Liens"):

         (i) Liens created by the Security Documents;

         (ii) Liens for Taxes not yet due or which are being contested in good
faith by appropriate proceedings (but in each case only to the extent that
adequate reserves with respect thereto are maintained on the books of the
Guarantor to the extent required by GAAP);

         (iii) pledges or deposits in connection with workers' compensation,
unemployment insurance, social security and other legislation affecting the
Guarantor or its Subsidiaries;

         (iv) any interest or title of a lessor under any lease entered into by
the Guarantor as a lessee in the ordinary course of business (and not
concurrently as a sublessor) and covering only the assets so leased (and related
general intangibles and identifiable proceeds specifically related to such
assets) and any deposits to secure such leases not to exceed Five Million
Dollars ($5,000,000) in the aggregate;

         (v) deposits for the leasehold interest described in Section 14(g); and

         (vi) Liens securing Indebtedness of the Guarantor.

                                      -17-
<PAGE>

     (c) Enter into any merger, consolidation, reorganization or amalgamation,
or liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or split, combine or reclassify any of its Capital Stock, or
materially amend its Constituent Documents, or make any material change in the
character of its business.

     (d) Make any Disposition of its assets, whether now owned or hereafter
acquired.

     (e) Declare or pay any Restricted Payments.

     (f) At any time, directly or indirectly, become or be liable in respect of
any Guaranty Obligations, or assume, guaranty, become surety for, endorse or
otherwise agree, become or remain directly or contingently liable upon or with
respect to any obligation or liability of any other Person, except for those
relating to (i) Guaranty Obligations in favor of the Lender in respect of
obligations of the Loan Parties to the Lender, (ii) Guaranty Obligations arising
in connection with indemnity programs for employees or (iii) Guaranty
Obligations arising in connection with Asset Sales of the Borrower where
recourse is limited to the proceeds from the sale of such assets.

     (g) Make or suffer to exist any advance, loan, extension of credit (by way
of guaranty or otherwise) or Investment, except for:

         (i) Investments in Cash Equivalents;

         (ii) Guaranty Obligations permitted by Section 16(f);

         (iii) Loans and advances to employees to meet expenses incurred by such
employees in the ordinary course of business and the loans listed on Schedule
16(g)(iii) hereto made pursuant to Employee Plans; and

         (iv) Investments in Subsidiaries existing on the date hereof.

     (h) Own or create any direct Subsidiaries other than the Borrower.

     (i) (i) Pay, or enter into any Contractual Obligation providing for the
payment of, any management or similar fees to any Person except pursuant to the
Management Agreement; and

         (ii) Except for the Management Agreement, enter into any transaction,
including any purchase, sale, lease or exchange of Property or the rendering of
any service, with any Affiliate unless such transaction is (A) in the ordinary
course of business and (B) upon terms no more favorable to such Affiliate, as
the case may be, than it would obtain in a comparable arm's length transaction
with a Person which is not an Affiliate.

     (j) (i) Make or offer to make any payment, prepayment, repurchase or
redemption of, or otherwise defease or segregate funds with respect to the
principal of, any of the Senior Notes or any other Debt Instruments except as
expressly required by the terms of the applicable Senior Note Document or Debt
Instrument, as the case may be, or as approved by the Lender, or (ii) amend,
modify, waive or otherwise change, or consent or agree to any amendment,
modification, waiver or other change to, any of the terms of any Debt Instrument
(other than any such amendment, modification, waiver or other change that (A)
would extend the maturity or

                                      -18-
<PAGE>

reduce the amount of any payment of principal of the relevant obligation or
which would reduce the rate or extend the date for payment of interest thereon
and (B) does not involve the payment of a consent or other similar fee), or (iv)
change the interest payment date of any of the Senior Notes.

(k) Enter into any arrangement with any Person providing for the leasing by the
Guarantor as lessee of Property which has been or is to be sold or transferred
by the Guarantor to such Person or to any other Person to whom funds have been
or are to be advanced by such Person on the security of such Property or rental
obligations of the Guarantor, except where the Lender has previously approved
such arrangement or transaction.

     (l) Change or permit any change to the Fiscal Year or Fiscal Quarter of the
Guarantor.

     (m) Enter into with any Person, or suffer to exist, any agreement that
prohibits or limits the ability of the Guarantor to create, incur, assume or
suffer to exist any Lien upon any of its Property or revenues, whether now owned
or hereafter acquired, other than this Guaranty and the other Loan Documents.

     (n) Enter into or suffer to exist or become effective any consensual
encumbrance or restriction on the ability of the Guarantor to (i) pay dividends
or make any other distributions in respect of any Capital Stock of the Guarantor
held by, or pay any Indebtedness owed to, the Borrower or any of the Borrower's
Subsidiaries, (ii) make loans or advances to the Borrower or any of the
Borrower's Subsidiaries or (iii) transfer any of its assets to the Borrower or
any Subsidiary of the Borrower, except in each case as permitted by the Credit
Agreement.

     (o) (i) Engage in any business, directly or indirectly, except to hold the
Capital Stock of the Borrower and activities incidental to being a holding
company of the Borrower; and

         (ii) Enter into any Contractual Obligation or understanding that
restrains, restricts, limits or impedes, in any geographic area, the ability of
the Guarantor or any of its Subsidiaries to engage in any line of business in
which the Guarantor or such Subsidiary, as the case may be, is engaged as of the
date hereof, except for restrictions on competition in connection with Asset
Sales permitted hereunder to the extent reasonably tailored to the scope of the
assets sold.

     (p) (i) Purchase or agree to Purchase any Property or assets, other than
any Purchase of equipment, furniture, fixtures or supplies for use (but not for
resale or re-lease) in the ordinary course of business; or

         (ii) Make any Acquisitions.

     (q) Make, or permit any of its Subsidiaries to make, any Capital
Expenditures (excluding Capital Expenditures by a Subsidiary with respect to
assets held for sale, lease or disposition) of more than Ten Million Dollars
($10,000,000) in the aggregate per Fiscal Year, beginning with the Fiscal Year
ending December 31, 2001, provided that to the extent aggregate Capital
Expenditures are less than Ten Million Dollars ($10,000,000) for any Fiscal
Year, the amount not expended may be carried forward and expended in a
succeeding Fiscal Year, provided, further, that notwithstanding the foregoing,
in no event may aggregate Capital Expenditures exceed Twenty Million Dollars
($20,000,000) in any given Fiscal Year.

                                      -19-
<PAGE>

     (r) Without the prior written approval of the Lender, make or permit any
material change in financial accounting policies or financial reporting
practices, or the application of such policies or practices to the books and
records of any Loan Party, other than changes (i) that are required by GAAP or
the regulations of the Securities and Exchange Commission or in actuarial
methodologies under any Employee Plan, and (ii) for which the Borrower has
complied with Section 15(k) hereof.

     (s) Pledge, hypothecate, otherwise grant any security interest in the
Intercompany Note to any Person other than for the benefit of the Lender and the
holders of Senior Notes pursuant to the Senior Note Indenture.

     (t) Following the occurrence of any Default or Event of Default, use any
Collateral to make any payment in respect of the Senior Notes.

     (u) Transfer any assets to, purchase any Capital Stock of, contribute any
capital to, or make any loan to any Subsidiary of the Guarantor other than the
Borrower.

     Section 17. Governing Law. This Guaranty and the rights and obligations of
                 -------------
the parties hereto shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.

     Section 18.  Submission to Jurisdiction; Service of Process.
                  ----------------------------------------------

     (a) Any legal action or proceeding with respect to this Guaranty, and any
of the other Loan Documents, may be brought in the courts of the State of New
York or of the United States of America for the Southern District of New York,
and, by execution and delivery of this Agreement, the Guarantor hereby accepts
for itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. The Guarantor hereby irrevocably waives
any objection, including any objection to the laying of venue or based on the
grounds of forum non conveniens, which it may now or hereafter have to the
bringing of any such action or proceeding in such respective jurisdictions.

     (b) The Lender may serve process in any manner permitted by law or commence
legal proceedings or otherwise proceed against the Guarantor in any other
jurisdiction.

     (c) If for the purposes of obtaining judgment in any court it is necessary
to convert a sum due hereunder in Dollars into another currency, the parties
hereto agree, to the fullest extent that they may effectively do so, that the
rate of exchange used shall be that at which in accordance with normal banking
procedures the Lender could purchase Dollars with such other currency at the
spot rate of exchange quoted by The Bank of New York at 11:00 a.m. (New York
time) on the Business Day preceding that on which final judgment is given, for
the purchase of Dollars, for delivery two Business Days thereafter.

     Section 19. Waiver of Jury Trial. The Lender and the Guarantor irrevocably
                 --------------------
waive trial by jury in any action or proceeding with respect to this Guaranty
and any of the other Loan Documents.

     Section 20. Notices. Any notice or other communication herein required or
                 -------
permitted shall be given as provided in Section 8.2 of the Credit Agreement in
the case of the Guarantor to the Guarantor in care of the Borrower.

                                      -20-
<PAGE>

     Section 21. Severability. Wherever possible, each provision of this
                 ------------
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.

     Section 22. Collateral. The Guarantor hereby acknowledges and agrees that
                 ----------
its obligations under this Guaranty are secured pursuant to the terms and
provisions of the Security Documents executed by it in favor of the Lender or
the Collateral Trustee and covenants that it shall not grant any Lien with
respect to its Property in favor, or for the benefit, of any Person other than
the Secured Parties (as defined in the Security Documents).

     Section 23. Costs and Expenses. The Guarantor agrees to pay or reimburse
                 ------------------
the Lender upon demand for all out-of-pocket costs and expenses, including,
without limitation, reasonable attorneys' fees (including allocated costs of
internal counsel and costs of settlement), incurred by the Lender in enforcing
this Guaranty or any security therefor or exercising or enforcing any other
right or remedy available in connection herewith or therewith.

     Section 24. Waiver. The Guarantor hereby irrevocably and unconditionally
                 ------
waives, to the maximum extent not prohibited by law, any right it may have to
claim or recover any special, exemplary, punitive or consequential damage in any
legal action or proceeding in respect of this Guaranty or any of the other Loan
Documents.

     Section 25. Entire Agreement. This Guaranty, taken together with all of the
                 ----------------
other Loan Documents executed and delivered by the Guarantors, represents the
entire agreement and understanding of the parties hereto and supersedes all
prior understandings, written and oral, relating to the subject matter hereof.

                                      -21-
<PAGE>

     IN WITNESS WHEREOF, this Guaranty has been duly executed by the Guarantor
as of the day and year first set forth above.

                                        The FINOVA Group Inc.



                                        By: /s/ William J. Hallinan
                                            --------------------------
                                            Name: William J. Hallinan
                                            Title: President





Acknowledged and agreed to as of the date first above written:

Berkadia LLC,
  as Lender

     By: Berkadia Management LLC, its Manager

         /s/ Marc D. Hamburg
         ------------------------------------
         Name: Marc D. Hamburg
         Title: President

                                      -22-
<PAGE>

                             Appendix A to Guaranty

                                   Definitions


     The following capitalized terms have the respective meanings set forth
below:

     "Guarantor Loss Event" means (a) a Guarantor Material Adverse Effect, or
(b) the incurrence by the Guarantor or any of its Subsidiaries of liabilities,
costs, expenses, charges, penalties, fines, damages, indemnity obligations or
other obligations in excess of Twenty-Five Million Dollars ($25,000,000) in the
aggregate.

     "Guarantor Material Adverse Effect" means a material adverse effect on (a)
the business, condition (financial or otherwise), operations, performance,
assets, liabilities (actual or contingent) or prospects of the Guarantor and its
Subsidiaries, taken as a whole, (b) the ability of the Guarantor to perform its
obligations under the Loan Documents, (c) the ability of the Borrower or any
Subsidiary Guarantor other than a Subsidiary Guarantor listed on Schedule
3.25(a) of the Credit Agreement to perform its obligations under the Loan
Documents, (d) the ability of one or more Subsidiary Guarantors (including the
Subsidiary Guarantors listed on Schedule 3.25(a) of the Credit Agreement) to
perform its obligations under the Loan Documents if such Guarantor or Guarantors
have or had, in the aggregate, total assets with a book value in excess of
Twenty-Five Million Dollars ($25,000,000) at the time of such material adverse
effect or at any time during the shorter of (i) the twelve (12) months prior
thereto or (ii) the period beginning on the Closing Date and ending on the time
of such material adverse effect, or (e) the validity or enforceability of the
Collateral Trustee's Liens or the priority or perfection of the Collateral
Trustee's Liens on the Collateral.

     "Guarantor SEC Reports" means, collectively, the Form 10-K/A filed by the
Guarantor with the Securities and Exchange Commission for the year ended
December 31, 2000, and other reports and statements filed by the Guarantor with
the Securities and Exchange Commission subsequent to the filing of such Form
10-K/A and prior to the date hereof.

     "Material Guarantor Loss Event" means (a) a Guarantor Material Adverse
Effect or (b) the incurrence by the Guarantor or any of its Subsidiaries of
liabilities, costs, expenses, charges, penalties, fines, damages, indemnity
obligations or other obligations in excess of One Hundred Million Dollars
($100,000,000) in the aggregate, except as expressly permitted by this
Agreement.

     In addition to the foregoing, the following terms defined in the Credit
Agreement have their respective meanings as defined in the Credit Agreement,
except that all references in such definitions to the "Borrower" shall be
replaced with the "Guarantor" such that each of such terms shall be defined with
respect to the Guarantor:

     (a)      "Commonly Controlled Entity";

     (b)      "Employee Plan";

     (c)      "Employee Plan Insolvency";

     (d)      "Employee Plan Reorganization"
<PAGE>

     (e)      "Multiemployer Plan"; and

     (f)      "Single Employer Plan".





















                                      -A2-

</TEXT>
</DOCUMENT>
