TRUST INDENTURE



                                      AMONG



                          FINOVA (CANADA) FINANCE INC.,

                           FINOVA CAPITAL CORPORATION

                                       AND

                            CIBC MELLON TRUST COMPANY








                           Made as of February *, 2000
<PAGE>
                                     - iii -
                                TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION.....................................................  2
   1.1  Definitions..........................................................  2
   1.2  Meaning of "outstanding" for Certain Purposes........................  6
   1.3  Special Accounting Provisions........................................  7
   1.4  Interpretation not Affected by Headings..............................  7
   1.5  Number and Gender....................................................  7
   1.6  Applicable Law.......................................................  7
   1.7  References...........................................................  7
   1.8  Judgments............................................................  7
   1.9  Submission to Jurisdiction...........................................  8
   1.10  Currency............................................................  8
   1.11  Language............................................................  8
   1.12  Day Not a Business Day..............................................  8
ARTICLE 2 ISSUE OF DEBENTURES................................................  8
   2.1  Limit of Issue.......................................................  8
   2.2  Creation and Issue of Additional Debentures..........................  8
   2.3  Issue of Registered Global Debenture................................. 11
   2.4  Debentures to Rank Pari Passu........................................ 12
   2.5  Computation of Interest.............................................. 12
   2.6  Signing of Debentures................................................ 13
   2.7  Form of Debentures................................................... 13
   2.8  Certification of Debentures.......................................... 13
   2.9  Interim Debentures................................................... 13
   2.10  Mutilation, Loss, Theft or Destruction of Debentures................ 14
   2.11  Pledge and Re-Issue of Debentures................................... 14
ARTICLE 3 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP OF DEBENTURES....... 15
   3.1  Fully Registered Debentures.......................................... 15
   3.2  Registered Global Debentures......................................... 15
   3.3  DEALINGS WITH THE DEPOSITARY......................................... 18
   3.4  Coupon Debentures.................................................... 19
   3.5  Transferee Entitled to Registration.................................. 20
   3.6  Exchange of Debentures............................................... 20
   3.7  Charges for Registration, Transfer and Exchange...................... 21
   3.8  Registers Open for Inspection........................................ 21
   3.9  Closing of Registers................................................. 21
   3.10  Ownership of Debentures and Coupons................................. 22
   3.11  Home Office Payment Agreements...................................... 23
ARTICLE 4 ISSUE OF SERIES OF MEDIUM TERM NOTES............................... 24
   4.1  Form and Terms of Series of Medium Term Notes........................ 24
   4.2  Issue of Medium Term Notes........................................... 26
   4.3  Appointment of Note Agent............................................ 27
   4.4  Exchange of Registered Global Note for Medium Term Notes............. 27
ARTICLE 5 GUARANTEE OF MEDIUM TERM NOTES..................................... 27
   5.1  Guarantee of Medium Term Notes....................................... 27
   5.2  Execution and Delivery of Guarantee.................................. 29
<PAGE>
ARTICLE 6 REDEMPTION AND PURCHASE OF DEBENTURES.............................. 30
   6.1  Redemption or Purchase of Debentures................................. 30
   6.2  Places of Payment.................................................... 30
   6.3  Selection for Redemption............................................. 30
   6.4  Partial Redemption................................................... 30
   6.5  Notice of Redemption................................................. 31
   6.6  Payment of Redemption Price.......................................... 31
   6.7  Purchase of Debentures............................................... 31
   6.8  Cancellation of Debentures........................................... 31
ARTICLE 7 COVENANTS.......................................................... 32
   7.1  Payment of Principal, Premium and Interest........................... 32
   7.2  Office for Notices, Payments and Registration of Transfer, Etc....... 33
   7.3  Appointments to Fill Vacancies in Trustee's Office................... 33
   7.4  Trustee's Remuneration and Expenses.................................. 33
   7.5 Extension of Time..................................................... 33
   7.6  Inspection of Books by Trustee....................................... 34
   7.7  Performance of Covenants by Trustee.................................. 34
   7.8  Annual Certificate of Corporation.................................... 34
   7.9  Annual Certificate of Guarantor...................................... 34
   7.10  Maintain Corporate Existence........................................ 34
   7.11  Payment of Taxes and Other Claims................................... 34
   7.12  Reports to Trustee.................................................. 35
   7.13  Compensation of the Trustee......................................... 35
   7.14  To Perform Obligations.............................................. 36
   7.15  Additional Instruments.............................................. 36
   7.16 Restrictive Covenants on Medium Term Notes........................... 36
ARTICLE 8 DEFAULT AND ENFORCEMENT............................................ 38
   8.1  Events of Default.................................................... 38
   8.2  Acceleration on Default.............................................. 39
   8.3  Waiver of Default.................................................... 40
   8.4  Proceedings by the Trustee........................................... 40
   8.5  Suits by Debentureholders............................................ 41
   8.6  Application of Monies Received by Trustee............................ 41
   8.7  Distribution of Proceeds............................................. 42
   8.8  Immunity of Shareholders, Officers, Directors and Employees.......... 42
   8.9  Remedies Cumulative.................................................. 43
   8.10  Judgment Against Corporation and Guarantor.......................... 43
   8.11  Unconditional Right of Holders to Receive Principal,
         Premium and Interest................................................ 43
ARTICLE 9 SATISFACTION AND DISCHARGE......................................... 43
   9.1  Cancellation......................................................... 43
   9.2  Non-Presentation of Debentures and Coupons........................... 43
   9.3  Paying Agent to Repay Monies Held.................................... 44
   9.4  Repayment of Unclaimed Monies to Corporation......................... 44
   9.5  Satisfaction and Discharge........................................... 44
   9.6  Defeasance........................................................... 44
ARTICLE 10 SUCCESSORS........................................................ 46
   10.1  General Provisions.................................................. 46
   10.2  Status of Successor................................................. 47
ARTICLE 11 MEETINGS OF DEBENTUREHOLDERS...................................... 47
   11.1  Right to Convene Meeting............................................ 47
   11.2  Notice.............................................................. 48
   11.3  Chairman............................................................ 48
   11.4  Quorum.............................................................. 48
   11.5  Power to Adjourn.................................................... 48
<PAGE>
   11.6  Show of Hands....................................................... 48
   11.7  Poll................................................................ 48
   11.8  Voting.............................................................. 49
   11.9  Regulations......................................................... 49
   11.10  Corporation, Guarantor and Trustee may be Represented.............. 50
   11.11  Powers Exercisable by Extraordinary Resolution..................... 50
   11.12  Powers Cumulative.................................................. 51
11.13  Meaning of "Extraordinary Resolution.................................. 51
   11.14  Minutes............................................................ 52
   11.15  Instruments in Writing............................................. 52
   11.16  Binding Effect of Resolutions...................................... 52
   11.17  Serial Meetings.................................................... 53
ARTICLE 12 SUPPLEMENTAL INDENTURES........................................... 54
   12.1  Execution of Supplemental Indentures................................ 54
   12.2  Correction of Manifest Errors....................................... 55
ARTICLE 13 CONCERNING THE TRUSTEE............................................ 55
   13.1  Trust Indenture Legislation......................................... 55
   13.2  Rights and Duties of Trustee........................................ 55
   13.3  Evidence, Experts and Advisors...................................... 56
   13.4  Documents and Monies Held by Trustee................................ 57
   13.5  Action by Trustee to Protect Interests.............................. 57
   13.6  Trustee not Required to Give Security............................... 57
   13.7  Protection of Trustee............................................... 57
   13.8  Replacement of Trustee.............................................. 58
   13.9  Appointment of Authenticating Agent................................. 59
   13.10  Corporate Trustee Required......................................... 59
   13.11  Conflict of Interest............................................... 59
   13.12  Acceptance of Trust................................................ 59
   13.13  Indemnity to the Trustee........................................... 59
ARTICLE 14 NOTICES........................................................... 59
   14.1  Notice to Debentureholders.......................................... 60
   14.2  Notice to the Trustee............................................... 60
   14.3  Notice to the Corporation........................................... 61
   14.4  Notice to the Guarantor............................................. 61
   14.5  Mail Service Interruption........................................... 61
ARTICLE 15 EXECUTION......................................................... 61
   15.1  Counterparts and Formal Date........................................ 61


Schedule a  Form of Registered Global Debenture for Medium Term Note
Schedule B  Form of Registered Debenture for Medium Term Note
Schedule C  Form of Guarantee
<PAGE>
                                 TRUST INDENTURE

     THIS INDENTURE is made as of the * day of February, 2000

AMONG:

          FINOVA (CANADA) FINANCE INC., a body corporate  incorporated under the
          laws of the Province of Nova Scotia (the "CORPORATION")

          and

          FINOVA CAPITAL  CORPORATION,  a body corporate  incorporated under the
          laws of the State of Delaware (the "GUARANTOR")

          and

          CIBC MELLON TRUST  COMPANY,  a trust  company  incorporated  under the
          federal laws of Canada (the "TRUSTEE").

     WHEREAS the  Corporation  deems it necessary for its corporate  purposes to
create and issue  Debentures to be created and issued in the manner  hereinafter
appearing;

     AND WHEREAS  the  Corporation,  under the laws  relating  thereto,  is duly
authorized to create and issue the Debentures to be issued as herein provided;

     AND WHEREAS all things  necessary  have been done and performed to make the
Debentures,  when  certified  by the Trustee and issued in  accordance  with the
terms of this Indenture, valid, binding and legal obligations of the Corporation
with the  benefits and subject to the terms of this  Indenture  and to make this
Indenture a valid and binding indenture in accordance with its terms;

     AND WHEREAS the Guarantor owns all of the issued and outstanding  shares in
the share capital of the Corporation and has agreed to enter into this Indenture
and the  Guarantee  to assist the  Corporation,  for the  mutual  benefit of the
Corporation and the Guarantor, in the sale of the Medium Term Notes;

     AND WHEREAS the  Guarantor  has duly  authorized  the entering into of this
Indenture and the Guarantee provided for herein;

     AND  WHEREAS  all acts and things  necessary  to make the  Guarantee  to be
endorsed on the Medium Term Notes when executed by the Guarantor and endorsed on
Medium Term Notes executed by the  Corporation  and certified by or on behalf of
the Trustee as in this Indenture provided,  valid, binding and legal obligations
of the  Guarantor,  and to  constitute  these  presents  a valid  indenture  and
agreement according to its terms, have been done and performed by the Guarantor,
and the  execution by the  Guarantor of this  Indenture and the Guarantee of the
Medium Term Notes have in all respects been duly authorized by the Guarantor;
<PAGE>
FINOVA Trust Indenture                                              Page 2 of 61

     AND WHEREAS the  Corporation  and the Guarantor wish to appoint CIBC Mellon
Trust Company as trustee, to perform certain of the duties hereunder;

     AND WHEREAS the  foregoing  recitals are made as  statements of fact by the
Corporation and/or the Guarantor, as the case may be, and not the Trustee;

     NOW THEREFORE,  in consideration of the premises and respective  agreements
set forth herein, the parties hereby agree as set forth below.

                            ARTICLE 1 INTERPRETATION

1.1 DEFINITIONS. In this Trust Indenture,  including the recitals hereto, unless
there is something in the subject matter or context inconsistent therewith,  the
following expressions shall have the meanings indicated.

"ADDITIONAL  DEBENTURES" means Debentures of any one or more series,  other than
Medium Term Notes.

"AFFILIATE" means, in relation to any body corporate, another body corporate:

       (a)    which is a Subsidiary of the first;

       (b)    of which the first is a Subsidiary; or

       (c)    which is a  Subsidiary  of a body  corporate of which the first is
              also a Subsidiary.

"AUTHORIZED  INVESTMENTS"  means short term  interest  bearing or discount  debt
obligations issued or guaranteed by the Government of Canada, a province thereof
or a Canadian chartered bank (which may include an affiliate or related party of
the Trustee  including,  without  limitation,  Mellon Bank Canada) provided that
each such  obligation  is rated at least R1  (middle)  by  Dominion  Bond Rating
Service Limited or any equivalent rating by CBRS Inc.

"Beneficial  Owner"  means any  person  holding  a  beneficial  interest  in the
Debentures issued in book-entry only form.

"BENEFICIARY REQUEST" means a notice in writing delivered to the Corporation and
signed by the owners of beneficial  interests in the Registered Global Debenture
representing  the  Medium  Term Notes as  certified  by the  Depositary  and its
participants,  which  interests  represent  not less  than 10% of the  aggregate
principal amount of such Registered Global Debenture, requesting that the Medium
Term Notes  represented by such Registered Global Debenture be registered in the
respective  names of the owners of the beneficial  interest  represented by such
Registered Global Debenture.

"BOARD  RESOLUTION OF THE  CORPORATION"  means a resolution  duly adopted by the
board of  directors  of the  Corporation  and  certified  by an  officer  of the
Corporation to be in full force and effect on the date of such certification and
delivered to the Trustee.

"BOARD RESOLUTION OF THE GUARANTOR" means a resolution duly adopted by the board
of directors of the Guarantor and certified by an officer of the Guarantor to be
in full force and effect on the date of such  certification and delivered to the
Trustee.
<PAGE>
FINOVA Trust Indenture                                              Page 3 of 61

"BUSINESS  DAY",  when used with  respect  to any place of  payment or any other
particular  location referred to in this Indenture or in the Debentures,  means,
unless  otherwise  specified with respect to any Debentures  pursuant to Section
2.2,  each  Monday to  Friday,  inclusive,  which is not a day on which  banking
institutions  in that place of  payment  or other  location  are  authorized  or
obligated by law or executive order to close.

"CERTIFICATE OF THE CORPORATION" means a written  certificate signed in the name
of the Corporation by:

       (a)    any two of the chairman,  the deputy chairman, the chief executive
              officer,  the  president,  the  chief  financial  officer,  and  a
              vice-president;

       (b)    any one of the foregoing  together with one of the treasurer,  the
              secretary, an assistant treasurer and an assistant secretary;

       (c)    any one of the foregoing together with a Director; or

       (d)    any two Directors.

"CERTIFICATE OF THE GUARANTOR" means a written certificate signed in the name of
the Guarantor by:

       (a)    any two of the chairman,  the deputy chairman, the chief executive
              officer,  the  president,  the  chief  financial  officer,  and  a
              vice-president;

       (b)    any one of the foregoing  together with one of the treasurer,  the
              secretary, an assistant treasurer and an assistant secretary;

       (c)    any  one  of  the  foregoing  together  with  a  director  of  the
              Guarantor; or

       (d)    any two directors of the Guarantor.

"CONSOLIDATED NET TANGIBLE ASSETS" means the total of all assets reflected on an
consolidated  balance sheet of the Guarantor and its consolidated  Subsidiaries,
prepared in accordance with generally accepted accounting  principles,  at their
net book values (after deducting related depreciation,  depletion,  amortization
and all other valuation  reserves  which,  in accordance  with such  principles,
should be set aside in connection  with the business  conducted),  but excluding
goodwill, unamortized debt discount and all other like intangible assets, all as
determined in accordance with such principles, less the aggregate of the current
liabilities of the Guarantor and its consolidated Subsidiaries reflected on such
balance  sheet,  all as  determined  in  accordance  with such  principles.  For
purposes of this definition,  "current liabilities" include all indebtedness for
money borrowed,  incurred, issued and assumed or guaranteed by the Guarantor and
its  consolidated  Subsidiaries,  and other payables and accruals,  in each case
payable  on  demand  or due  within  one  year of the date of  determination  of
Consolidated  Net Tangible  Assets,  but shall  exclude any portion of long-term
debt  maturing  within  one  year  of the  date of  such  determination,  all as
reflected  on  such  consolidated   balance  sheet  of  the  Guarantor  and  its
consolidated  Subsidiaries,  prepared  in  accordance  with  generally  accepted
accounting principles.

"CORPORATION" means FINOVA (Canada) Finance Inc. and every successor corporation
to or of FINOVA  (Canada)  Finance  Inc.  which  shall  have  complied  with the
provisions of ARTICLE 10.

"CORPORATION'S  AUDITORS"  means the  auditors  of the  Corporation  at the date
hereof or any other  independent  firm of accountants duly appointed as auditors
of the Corporation.

"COUNSEL"  means a barrister or solicitor or firm of barristers  and  solicitors
retained or  employed by the Trustee or retained or employed by the  Corporation
and acceptable to the Trustee.
<PAGE>
FINOVA Trust Indenture                                              Page 4 of 61

"DEBENTUREHOLDERS"  or "HOLDERS" means,  with respect to registered  Debentures,
the several  Persons  for the time being  entered in the  registers  hereinafter
mentioned as holders  thereof,  with  respect to  unregistered  Debentures,  the
bearers  thereof  for the time  being  and with  respect  to  Registered  Global
Debentures, the Persons for the time being entered in the registry maintained by
the Depositary for beneficial holders of Registered Global Debentures.

"DEBENTUREHOLDERS'   REQUEST"  means  an  instrument   signed  in  one  or  more
counterparts  by the Holder or Holders of not less than 25% in principal  amount
of the Debentures outstanding for the time being, requesting the Trustee to take
some action or proceeding specified therein.

"DEBENTURES"  means the debentures,  notes or other evidences of indebtedness of
any one or more series of the Corporation issued and certified hereunder and for
the time being  outstanding,  whether in definitive or interim form, and without
limiting the generality of the foregoing:

       (a)    "COUPON   DEBENTURES"  means  Debentures  which  are  issued  with
              interest coupons attached;

       (b)    "COUPONS"  means the interest  coupons  attached or  pertaining to
              coupon Debentures;

       (c)    "FULLY  REGISTERED  DEBENTURES"  means Debentures  without coupons
              which are  registered as to principal and interest as  hereinafter
              provided;

       (d)    "REGISTERED  GLOBAL DEBENTURE" means a Debenture  representing all
              or  part  of any  series  of  Debentures  that  is  issued  to and
              registered in the name of the Depositary  for such series,  or its
              nominee, pursuant to Section 2.3 or 4.1, and that bears the legend
              prescribed in Section 2.3;

       (e)    "REGISTERED   DEBENTURES"  means  and  includes  fully  registered
              Debentures and coupon Debentures registered as to principal only;

       (f)    "UNREGISTERED   DEBENTURES"   means   Debentures   which  are  not
              registered Debentures; and

       (g)    "U.S.  DEBENTURES"  Means any series of  debentures  issued in the
              United  States of America and  registered  with the United  States
              Securities  and  Exchange  Commission  from  time to time upon and
              subject to the provisions and conditions contained herein.

"DEPOSITARY"  means,  with respect to the  Debentures of any series  issuable or
issued  in the form of one or more  Registered  Global  Debentures,  the  Person
designated  as  Depositary  by the  Corporation  pursuant  to Section  2.2(d) or
Section 4.1 until a successor  Depositary shall have become such pursuant to the
applicable provisions of this Indenture,  and thereafter "Depositary" shall mean
each Person who is then a Depositary hereunder; and if at any time there is more
than one such Person, "Depositary" as used with respect to the Debentures of any
such series shall mean each  Depositary  with respect to the  Registered  Global
Debenture of each series.

"DIRECTOR" means a director of the Corporation for the time being, and reference
to action by the  directors or board of directors  means action by the directors
of the  Corporation  as a  board  or,  whenever  duly  empowered,  action  by an
executive committee or other duly authorized committee of the board.

"EVENT OF DEFAULT" means any event specified in Section 8.1, which has continued
for the period of time, if any, therein designated.

"EXTRAORDINARY RESOLUTION" has the meaning attributed to it in Section 11.13.
<PAGE>
FINOVA Trust Indenture                                              Page 5 of 61

"GUARANTEE" means the guarantee of the Guarantor endorsed on a Medium Term Note.

"GUARANTOR" means FINOVA Capital Corporation and every successor  corporation to
or of FINOVA Capital  Corporation  which shall have complied with the provisions
of ARTICLE 10.

"INSOLVENCY PROCEEDING" means any proceedings:

       (a)    under the BANKRUPTCY AND INSOLVENCY ACT (Canada) or the COMPANIES'
              CREDITORS  ARRANGEMENT  ACT  (Canada)  or under any other  laws or
              statutes of any jurisdiction  relating to bankruptcy,  insolvency,
              adjustment  of  debt,  dissolution,   liquidation,  winding-up  or
              compromise or moratorium of debt or analogous laws; or

       (b)    the  appointment  of a receiver of  property  or any part  thereof
              which is a substantial part thereof.

"LIEN" means any lien, charge, claim, security interest, pledge,  hypothecation,
right of another under any conditional sale or other title retention  agreement,
or any other  encumbrance  affecting  title to  property.  Without  limiting the
generality of the foregoing, the sale of property used or useful in the business
of the seller with the intention of retaining the use thereof under a lease,  or
any other comparable arrangement commonly referred to as a "sale and leaseback,"
shall be deemed to create a Lien on such property.

"MEDIUM TERM NOTES" shall have the meaning ascribed in Subsection 4.1(a).

"PAYING AGENT" means any Person, which may be the Corporation, authorized by the
Corporation  to pay the  principal  of,  premium,  if any,  and  interest on any
Debentures on behalf of the Corporation.

"PARTICIPANT"  means a participant in the record entry and  securities  transfer
system which is  administered by the Depositary in accordance with the operating
rules and procedures of its depositary service for book-entry only securities in
force from time to time, or any successor system.

"PERIODIC  OFFERING"  means an offering of  Debentures  of a series from time to
time, the specific terms of which Debentures, including, without limitation, the
rate or rates of interest,  if any,  thereon,  the stated maturity or maturities
thereof and the redemption  provisions,  if any, with respect thereto, are to be
determined  by the  Corporation  upon or prior to the original  issuance of such
Debentures.

"PERSON" means an individual, a corporation,  a partnership, a joint venture, an
association, a joint stock company, a trust, an unincorporated organization or a
government or an agency or a political  subdivision thereof; and pronouns have a
similarly extended meaning.

"RESTRICTED   SUBSIDIARY"  means  any  Subsidiary  of  the  Guarantor  which  is
designated as such by a Board Resolution of the Guarantor.

"SEC" means the United States Securities and Exchange Commission.

"SUBSIDIARY"  means any  corporation at least a majority of the Voting Shares of
which shall at the time be owned, directly or indirectly, by the Corporation, by
the Guarantor,  by one or more  Subsidiaries or by the Guarantor and one or more
Subsidiaries.

"TRUST  INDENTURE",   "INDENTURE",  "HEREIN",  "HEREBY",  "HEREOF"  and  similar
expressions mean or refer to this Indenture and include any and every Indenture,
deed or  instrument  supplemental  or  ancillary  hereto;  and  the  expressions
"ARTICLE"  and  "SECTION"  followed by a number mean and refer to the  specified
Article or Section of this Indenture.
<PAGE>
FINOVA Trust Indenture                                              Page 6 of 61

"TRUST  INDENTURE ACT" means the United States TRUST INDENTURE ACT OF 1939 as in
force at the date as of which this Indenture was executed.

"TRUST  INDENTURE  LEGISLATION"  means,  at any time,  (i) the provisions of the
COMPANIES ACT (Nova Scotia) and regulations  thereunder as amended or re-enacted
from time to time, (ii) the provisions of any other applicable statute of Canada
or any province thereof and the regulations thereunder, and (iii) if applicable,
the  provisions  of  the  Trust  Indenture  Act,  as  amended,  and  regulations
thereunder,  but only to the extent  applicable  under Rule 4d-9 under the Trust
Indenture  Act, in each case,  relating to trust  indentures  and to the rights,
duties,  and obligations of trustees under trust  indentures and of corporations
issuing  debt  obligations  under  trust  indentures  to the  extent  that  such
provisions are at such time in force and applicable to this Indenture.

"TRUSTEE"  means CIBC Mellon Trust Company until a successor  trustee shall have
become  such  pursuant  to the  applicable  provisions  of this  Indenture,  and
thereafter "Trustee" shall mean each successor trustee.

"VOTING  SHARES"  means  shares of any class of a  corporation  having under all
circumstances  the  right  to vote for the  election  of the  directors  of such
corporation,  provided  that, for the purpose of this  definition,  shares which
only carry the right to vote  conditionally  on the  happening of an event shall
not be considered Voting Shares whether or not such event shall have happened.

"WRITTEN ORDER OF THE  CORPORATION"  means a written order signed in the name of
the  Corporation  by any one or more of its  chairman,  deputy  chairman,  chief
executive  officer,   president,  chief  financial  officer,  a  vice-president,
secretary,  treasurer,  an assistant secretary or an assistant treasurer,  or by
any one or more of the Directors; and "Written Request of the Corporation" has a
similar meaning.

1.2 MEANING OF "OUTSTANDING" FOR CERTAIN PURPOSES. Every Debenture certified and
delivered by the Trustee  hereunder  shall be deemed to be outstanding  until it
shall be cancelled or  delivered to the Trustee for  cancellation  or monies for
the payment or redemption  thereof shall be set aside under Section 9.2 or under
the terms of the Debentures, as the case may be; provided, however, that:

       (a)    Debentures  which have been partially  redeemed or purchased shall
              be deemed to be  outstanding  only to the extent of the unredeemed
              or unpurchased part of the principal amount thereof;

       (b)    where a new  Debenture  has  been  issued  in  substitution  for a
              Debenture  which has been lost,  mutilated,  stolen or  destroyed,
              only one of them shall be counted for the  purpose of  determining
              the aggregate principal amount of Debentures outstanding; and

       (c)    for the  purpose  of any  provision  of this  Indenture  entitling
              Holders  of  outstanding   Debentures  to  vote,   sign  consents,
              requisitions  or other  instruments or take any other action under
              this  Indenture,  Debentures  owned  legally or  equitably  by the
              Corporation,  the  Guarantor  or any  Affiliate  thereof  shall be
              disregarded except that:

              (i)    for the purpose of determining whether the Trustee shall be
                     protected   in   relying   on  any  such   vote,   consent,
                     requisition,   instrument   or  other   action,   only  the
                     Debentures  which are certified in writing by a Certificate
                     of the Corporation,  or a Certificate of the Guarantor,  as
                     the case may be, as being so owned shall be so disregarded,
                     and

              (ii)   Debentures  so owned which have been  pledged in good faith
                     other  than  to  the  Corporation,  the  Guarantor  or  any
                     Affiliate  thereof  shall  not  be so  disregarded  if  the
                     pledgee shall establish to the  satisfaction of the Trustee
                     the  pledgee's   right  to  vote  such  Debentures  in  his
                     discretion  free from the control of the  Corporation,  the
                     Guarantor or any Affiliate thereof.
<PAGE>
FINOVA Trust Indenture                                              Page 7 of 61

1.3 SPECIAL  ACCOUNTING  PROVISIONS.  For the purposes of this  Indenture and in
respect  of the  Medium  Term  Notes  and  any  Additional  Debentures  and  the
determinations  required to be made under any of the covenants  herein contained
which  relate to the Medium  Term Notes and any  Additional  Debentures  and the
definitions set forth in Section 1.1, the following shall apply:

       (a)    whenever any  conversion  of lawful money of the United  States of
              America or of any other  currency  or  currency  unit into  lawful
              money of Canada or vice versa is required herein,  such conversion
              shall,  unless otherwise provided herein, be at a rate of exchange
              determined by the  Corporation  as being made in  accordance  with
              generally accepted accounting principles;

       (b)    debt for any period may be determined to be not more than a stated
              amount, without determining the exact amount thereof;

       (c)    all  determinations  shall be made in  accordance  with  generally
              accepted   accounting   principles   and  shall  give   effect  to
              retirements   of   securities   to   be   affected   substantially
              concurrently with or prior to any issue of Debentures; and

       (d)    all references herein to generally accepted accounting  principles
              shall refer to generally accepted accounting  principles from time
              to time  utilized  in Canada or, in the case of  accounting  terms
              used in connection  with the Guarantor or any of its  Subsidiaries
              other than the  Corporation,  in the United  States,  consistently
              applied  by the  Corporation  and the  Guarantor,  as  applicable,
              except for any changes in any method of  accounting  or changes in
              accounting  policies  which  may be  required  by  any  regulatory
              authority  or  may  be  implemented  by  the  Corporation  or  the
              Guarantor as a result of any changes  usual to the business of the
              Corporation  or the  Guarantor,  and all financial  statements and
              other financial data provided  pursuant to this Indenture shall be
              prepared, and all accounting terms used herein shall be construed,
              in accordance with such principles.

1.4 INTERPRETATION NOT AFFECTED BY HEADINGS. The division of this Indenture into
Articles and Sections, Subsections, the provision of a table of contents and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation hereof.

1.5 NUMBER AND GENDER.  Words  importing the singular  number include the plural
and vice versa,  words  importing  gender  include the  masculine,  feminine and
neuter  genders  and  words  importing   individuals  shall  include  firms  and
corporations and vice versa.

1.6  APPLICABLE  LAW. This  Indenture,  the Debentures and the Guarantee and any
coupons shall be governed by and  construed in  accordance  with the laws of the
Province  of  Alberta  and the laws of Canada  applicable  therein  and shall be
treated in all  respects as  contracts  made and  performed  in the  Province of
Alberta.

1.7  REFERENCES.  Unless  there is  something  in the context or subject  matter
inconsistent therewith, all references herein to Articles, Sections, Subsections
and other subdivisions refer to the corresponding  Articles,  Sections and other
subdivisions of this Indenture.

1.8  JUDGMENTS.  If a judgment or order is rendered by a court of any particular
jurisdiction  for the payment of any amounts  owing to the Trustee or any Holder
under this  Indenture,  the  Debentures  or the Guarantee or under a judgment or
order of a court of any other jurisdiction in respect thereof or for the payment
of damages in respect  thereof and any such  judgment or order is expressed in a
currency  (herein  called the  "JUDGMENT  CURRENCY")  other than lawful money of
<PAGE>
FINOVA Trust Indenture                                              Page 8 of 61

Canada,  the Corporation and, in the case of the Medium Term Notes,  failing the
Corporation the Guarantor,  shall indemnify and hold the Trustee and the Holders
harmless against any deficiency arising or resulting from any variation in rates
of exchange  between the Judgment  Currency and lawful money of Canada occurring
between (i) the date on which any amount  expressed in lawful money of Canada is
converted,  for the  purposes  of making or filing  any claim  resulting  in any
judgment or order, into an equivalent amount in the Judgment Currency,  and (ii)
the date or dates of payment of such amount (or part thereof) or of discharge of
such  first-mentioned  judgment or order (or part thereof) as appropriate.  This
indemnity shall constitute a separate and independent  obligation from the other
obligations  contained in this  Indenture,  the  Debentures  and the  Guarantee,
respectively,  shall give rise to a separate and independent cause of action and
shall apply  irrespective of any indulgence granted by any Holder or the Trustee
from time to time and shall  continue  in full force and effect  notwithstanding
any  judgment  or order for a  liquidated  sum or sums in respect of amounts due
hereunder or under any judgment or order.

1.9 SUBMISSION TO  JURISDICTION.  The Trustee or (where  entitled to do so under
the  provisions   contained  herein)  any  Holder  shall  be  entitled  to  take
proceedings  against the  Corporation  and, if applicable,  the Guarantor in the
courts of any province of Canada in respect of their  obligations  hereunder and
under the  Debentures  and  Guarantee.  The  Guarantor  hereby  submits  for all
purposes of, or in connection  with, this  Indenture,  the Medium Term Notes and
Guarantee  to the  non-exclusive  jurisdiction  of the courts of the Province of
Alberta  and  appoints  for  such  purposes  any  director  or  officer  of  the
Corporation  for the time being to accept  service of process in the Province of
Alberta on the Guarantor's behalf.

1.10 CURRENCY. All references to currency herein shall unless otherwise provided
be to lawful money of Canada.

1.11  LANGUAGE.  This document is drawn up in English at the express wish of the
parties. C'est le volante expresse des parties que cette entente soit redigee en
anglais.  In the event of any  inconsistency  between  the  English  and  French
versions,  in any, of the Debentures and any coupons,  the English version shall
govern.

1.12 DAY NOT A BUSINESS DAY. In the event that an action is required to be taken
hereunder  on a day  which is not a  Business  Day,  then such  action  shall be
required to be taken on or before the requisite  time on the first  Business Day
thereafter.

                                    ARTICLE 2
                               ISSUE OF DEBENTURES

2.1 LIMIT OF ISSUE.  The aggregate  principal  amount of Debentures which may be
authorized  and  outstanding  at  any  one  time  hereunder  is  unlimited.  The
Debentures may be issued in several series as herein provided.

2.2 CREATION AND ISSUE OF ADDITIONAL DEBENTURES.

       (a)    The Additional  Debentures may be issued in one or more series and
              the  Debentures  of each such series  shall rank  equally and PARI
              PASSU  with all other  unsecured  and  unsubordinated  debt of the
              Corporation.  There shall be established herein, in or pursuant to
              one or  more  resolutions  of  the  Directors  or in  one or  more
              indentures  supplemental  hereto, prior to the initial issuance of
              Additional Debentures of any particular series:

              (i)    the  designation  of the  Debentures of the series,  (which
                     need  not  include  the  term  "Debentures")   which  shall
                     distinguish   the   Debentures   of  the  series  from  the
                     Debentures of all other series;
<PAGE>
FINOVA Trust Indenture                                              Page 9 of 61

              (ii)   any  limit  upon  the  aggregate  principal  amount  of the
                     Debentures   of  the  series  that  may  be  certified  and
                     delivered  under  this  Indenture  (except  for  Debentures
                     certified and delivered upon  registration of, transfer of,
                     amendment  of, or in  exchange  for,  or in lieu of,  other
                     Debentures of the series  pursuant to Sections 2.9, 2.10 or
                     2.11 or ARTICLE 3);

              (iii)  the date or  dates,  or the  method  by which  such date or
                     dates  will  be  determined  or  extended,   on  which  the
                     principal of the Debentures of the series is payable;

              (iv)   the rate or rates at which  the  Debentures  of the  series
                     shall bear  interest,  if any, the date or dates from which
                     such interest shall accrue, on which such interest shall be
                     payable and on which a record,  if any,  shall be taken for
                     the determination of holders to whom such interest shall be
                     payable  and/or the method or methods by which such rate or
                     rates or date or dates shall be determined;

              (v)    the place or places where the  principal  of,  premium,  if
                     any,  and  interest,  if any, on  Debentures  of the series
                     shall be payable or where any  Debentures of the series may
                     be  surrendered  for  registration  of transfer or exchange
                     and, if different  than the  location  specified in Section
                     14.3,  the place or places  where  notices or demands to or
                     upon the  Corporation  in respect of the  Debentures of the
                     series and this Indenture may be served;

              (vi)   the right, if any, of the Corporation to redeem  Debentures
                     of the series,  in whole or in part,  at its option and the
                     period or periods within which, the price or prices at, and
                     any terms and  conditions  upon,  which  Debentures  of the
                     series may be so redeemed,  pursuant to any sinking fund or
                     otherwise;

              (vii)  the  obligation,  if any,  of the  Corporation  to  redeem,
                     purchase or repay  Debentures of the series pursuant to any
                     mandatory redemption,  sinking fund or analogous provisions
                     or at the  option  of a  Holder  thereof  and the  price or
                     prices at, the period or periods within,  the date or dates
                     on, and any terms and conditions  upon, which Debentures of
                     the series shall be redeemed, purchased or repaid, in whole
                     or in part, pursuant to such obligation;

              (viii) if other  than  denominations  of $1,000  and any  integral
                     multiple thereof,  the denominations in which Debentures of
                     the series shall be issuable;

              (ix)   any  trustees,   depositaries,   authenticating  or  Paying
                     Agents,  transfer  agents or registrars or any other agents
                     with respect to the Debentures of the series;

              (x)    any deletions  from,  modifications  of or additions to the
                     events of  default or  covenants  of the  Corporation  with
                     respect to the  Debentures  of the  series,  whether or not
                     such events of default or covenants are consistent with the
                     events of default or covenants contained in this Indenture;

              (xi)   whether and under what  circumstances the Debentures of the
                     series  will  be  convertible   into  or  exchangeable  for
                     securities of any Person;

              (xii)  whether  such   Debentures   are  to  be  issuable   either
                     temporarily or  permanently,  as global  securities and, if
                     so,  whether  beneficial  owners of  interests  in any such
                     global  security may exchange such interests for Debentures
                     of such series and of like tenor of any authorized form and
<PAGE>
FINOVA Trust Indenture                                             Page 10 of 61

                     denomination  and the  circumstances  under  which any such
                     exchanges may occur, and if Debentures of the series are to
                     be  issuable  as a global  security,  the  identity  of the
                     Depositary for such series;

              (xiii) if other than Canadian  currency,  the currency or currency
                     unit in which the Debentures of the series are issuable and
                     any  provisions  with  respect  to  exchange  rates  and an
                     exchange  rate agent and if the  Holders  have an option to
                     receive  payments  in  one of a  number  of  currencies  or
                     currency units,  the method of such issuance and the method
                     of determining the exchange rate; and

              (xiv)  any other  terms of the  Debentures  of the  series  (which
                     terms shall not be inconsistent with the provisions of this
                     Indenture).

       (b)    The  Additional  Debentures  of any  series  may  be of  different
              denominations   and  forms  (either  coupon  Debentures  or  fully
              registered  Debentures or one or more Registered Global Debentures
              or any  combination  thereof) and may contain such  variations  of
              tenor and effect,  not  inconsistent  with the  provisions of this
              Indenture,  as are incidental to such  differences of denomination
              and form  including  variations in the provisions for the exchange
              of Additional  Debentures of different  denominations or forms and
              in the provisions for the  registration  or transfer of Additional
              Debentures, and any series of Additional Debentures may consist of
              Additional  Debentures having different dates of issue,  different
              dates of maturity,  different rates of interest  and/or  different
              redemption  prices,  if  any,  and/or  different  sinking  fund or
              analogous provisions, if any, and/or partly of Debentures carrying
              the  benefit of a sinking  fund and partly of  Debentures  with no
              sinking fund provided therefor.

       (c)    Subject to the foregoing  provisions and subject to any limitation
              as to the maximum principal amount of Additional Debentures of any
              particular series, any of the Additional  Debentures may be issued
              as part of any series of Debentures  previously  issued,  in which
              case they shall bear the same designation and designating  letters
              or numbers as have been  applied to such  similar  prior issue and
              shall  be  numbered  consecutively  upwards  in  respect  of  each
              denomination  of  Debentures  in like  manner  and  following  the
              numbers of the Debentures of such prior issue.

       (d)    Before  the  issue  of any  Additional  Debentures  of any  series
              subsequent to the Medium Term Notes, the Corporation shall execute
              and deliver to the Trustee an  indenture  supplemental  hereto for
              the purpose of  establishing  the terms thereof and the forms,  if
              any,  and  denominations  in  which  they may be  issued,  and the
              appointment of any Depositary or any Paying Agent, and the Trustee
              shall execute and deliver such supplemental  indenture pursuant to
              ARTICLE 12.

       (e)    Whenever any series of  Additional  Debentures  subsequent  to the
              Medium Term Notes shall have been  authorized as  aforesaid,  such
              Additional  Debentures  may be from time to time  executed  by the
              Corporation and, if applicable, the Guarantor and delivered to the
              Trustee and shall be certified by the Trustee and  delivered by it
              to or to the order of the Corporation  upon receipt by and deposit
              with the Trustee of the following:

              (i)    a  Board  Resolution  of  the  Corporation   approving  the
                     creation and issue of  Additional  Debentures of the series
                     in  the  aggregate   principal  amount  therein  specified,
                     designating  the  series  of  such  Additional  Debentures,
                     authorizing  their execution and delivery and approving and
                     authorizing  the execution by the  Corporation and delivery
                     to  the  Trustee  of  an  indenture   supplemental   hereto
                     providing for the terms and  provisions  of the  Additional
                     Debentures of such series;
<PAGE>
FINOVA Trust Indenture                                             Page 11 of 61

              (ii)   if  applicable,   a  Board   Resolution  of  the  Guarantor
                     authorizing  the execution of a guarantee of the Additional
                     Debentures of the series and approving and  authorizing the
                     execution by the  Guarantor  and delivery to the Trustee of
                     an indenture  supplemental  hereto  providing for the terms
                     and   provisions  of  the   guarantee  of  the   Additional
                     Debentures of such series;

              (iii)  an indenture  supplemental  hereto in form  satisfactory to
                     the Trustee  providing for the terms and  provisions of the
                     Additional  Debentures  of such series and the guarantee of
                     such  Additional  Debentures,  if any,  in each  case  duly
                     executed on behalf of the  Corporation  and, if applicable,
                     the Guarantor;

              (iv)   a  Certificate  of the  Corporation  stating that as of the
                     date of delivery of the documents in paragraphs  2.2(e)(i),
                     (ii),  and (iii) to the  Trustee,  no Event of Default  has
                     occurred  which is continuing and that it has complied with
                     all the  requirements  and conditions of this Indenture and
                     any indenture  supplemental  thereto in connection with the
                     issue of the Additional  Debentures of which  certification
                     is requested;

              (v)    if applicable,  a Certificate of the Guarantor stating that
                     as of the date of delivery of the  documents in  paragraphs
                     2.2(e)(i), (ii) and (iii) to the Trustee, the Guarantor has
                     complied with all the  requirements  and conditions of this
                     Indenture  and  any  indenture   supplemental   thereto  in
                     connection  with the issue of the Additional  Debentures of
                     which certification is requested;

              (vi)   such reports and  certificates,  if any, as may be required
                     by any  provision  hereof to evidence  compliance  with any
                     covenant restricting the issuance of debt;

              (vii)  a Written Order of the  Corporation  for the  certification
                     and delivery of a specified  principal amount of Additional
                     Debentures; and

              (viii) an opinion of Counsel that all legal  requirements  imposed
                     by this Indenture,  and any indenture supplemental thereto,
                     or  by  law  in  connection  with  the  proposed  issue  of
                     Additional  Debentures  have  been  complied  with  by  the
                     Corporation.

       (f)    No Additional Debentures shall be certified or delivered hereunder
              if, to the  knowledge  of the Trustee,  an Event of Default  shall
              have occurred and be continuing.

2.3 ISSUE OF REGISTERED GLOBAL DEBENTURE.

       (a)    If the Corporation shall establish that the Debentures of a series
              are to be  issued  in  whole or in part in the form of one or more
              Registered Global  Debentures,  then the Corporation shall execute
              and the Trustee shall  certify and deliver one or more  Registered
              Global Debentures that shall:

              (i)    represent  an  aggregate  amount  equal  to  the  aggregate
                     principal  amount  of the  outstanding  Debentures  of such
                     series to be represented by one or more  Registered  Global
                     Debentures;

              (ii)   be  registered  in the  name  of the  Depositary  for  such
                     Registered Global Debenture or Debentures or the nominee of
                     such Depositary;

              (iii)  be delivered by the Trustee to such  Depositary or pursuant
                     to such Depositary's written instructions; and
<PAGE>
FINOVA Trust Indenture                                             Page 12 of 61

              (iv)   bear a legend  substantially  as follows,  or such other or
                     additional  legends  as may  be  required  by the  relevant
                     Depositary from time to time:

                            "This  Debenture  is a Registered  Global  Debenture
                            within  the  meaning  of the  Indenture  hereinafter
                            referred  to and is  registered  in  the  name  of a
                            Depositary or a nominee thereof.  This Debenture may
                            not be transferred to, registered in the name of, or
                            exchanged for Debentures  registered in the name of,
                            any Person  other than the  Depositary  or a nominee
                            thereof   except   in  the   limited   circumstances
                            described   in  the   Indenture.   Every   Debenture
                            authenticated  and delivered  upon  registration  of
                            transfer  of, or in exchange for or in lieu of, this
                            Debenture  shall be a  Registered  Global  Debenture
                            subject  to the  foregoing,  except in such  limited
                            circumstances described in the Indenture."

       (b)    Each Depositary designated for a Registered Global Debenture must,
              at the time of its designation and at all times while it serves as
              such  Depositary,  be a clearing  agency  registered or designated
              under the securities legislation of the jurisdiction applicable to
              the issue of such  Debentures,  and  under  any  other  applicable
              statute or regulation.

       (c)    Subject to subsections 3.2(d) and 3.2(e),  neither the Corporation
              nor the  Trustee  shall be under  any  obligation  to  deliver  to
              Participants or Beneficial  Owners,  nor shall the participants or
              the beneficial owners have any right to require the delivery of, a
              certificate  or  other  instrument  evidencing  an  interest  in a
              Registered Global Debenture.

2.4  DEBENTURES  TO RANK PARI  PASSU.  All  Debentures  issued  pursuant  to the
provisions  of this  Indenture  shall  rank PARI PASSU  without  discrimination,
preference  or  priority  whatever  may be the  actual  date  thereof  or of the
certification  thereof or terms of issue of the same respectively,  save only as
to purchase or sinking fund, amortization fund or analogous provisions,  if any,
applicable to different series.

2.5 COMPUTATION OF INTEREST.

       (a)    Fully  registered   Debentures  or  Registered  Global  Debentures
              originally   issued  hereunder  shall  bear  interest  from  their
              respective dates of certification.  Fully registered Debentures or
              Registered  Global Debentures issued hereunder upon exchange or in
              substitution for previously  issued Debentures shall bear interest
              from the interest  payment date next  preceding  their  respective
              dates of  certification  unless such date of  certification  be an
              interest  payment date in which event such  Debentures  shall bear
              interest from such interest payment date.  Debentures subject to a
              Periodic   Offering   shall  bear  interest  from  their  date  of
              certification  or from the  last  interest  payment  date to which
              interest  shall have been paid or made  available  for  payment on
              such Debentures, whichever shall be later.

       (b)    Coupon Debentures shall bear interest from their respective dates.
              The  coupons,  if any,  matured  at the  date of  delivery  by the
              Trustee of any coupon  Debenture  shall be detached  therefrom and
              cancelled before  delivery,  unless such Debenture is being issued
              in exchange or in substitution for another  Debenture  (whether in
              interim or  definitive  form) and such matured  coupons  represent
              unpaid   interest  to  which  the  Holder  of  such  exchanged  or
              substituted Debenture is entitled.

       (c)    Except as otherwise  specified as contemplated by Section 2.2 with
              respect to any  Debentures,  interest  on the  Debentures  of each
              series shall be computed on the basis of a 365 or 366 day year (as
<PAGE>
FINOVA Trust Indenture                                             Page 13 of 61

              the  case  may be).  For the  purposes  of  disclosure  under  the
              Interest  Act  (Canada),  the  yearly  rate of  interest  which is
              equivalent  to the rate payable with respect to any  Debentures is
              the rate payable with respect to such Debentures multiplied by the
              actual  number of days in the year for which such  calculation  is
              made and divided by 365 or 366, as the case may be.

2.6  SIGNING OF  DEBENTURES.  The  Debentures  shall be signed by any two of the
chairman,  the chief  executive  officer,  the  president,  the chief  financial
officer,  the vice-president  finance, the treasurer and the assistant treasurer
of the  Corporation  and the coupons,  if any, shall be signed by any one of the
said  officers  of the  Corporation.  The  signatures  of such  officers  may be
mechanically  reproduced  and  Debentures  and coupons  bearing such  mechanical
signatures  shall be binding upon the  Corporation  as if they had been manually
signed by such  officers.  Any Debenture or coupon signed as aforesaid  shall be
valid and binding upon the Corporation,  notwithstanding that any of the persons
whose manual or mechanical  signature  appears on any Debenture or coupon as one
of such  officers may no longer hold office at the date of this  Indenture or at
the  date of such  Debenture  or  coupon  or at the  date of  certification  and
delivery thereof.

2.7  FORM  OF  DEBENTURES.  The  Debentures  of  any  series  may  be  engraved,
lithographed,  printed,  mimeographed or typewritten,  or partly in one form and
partly in another,  as the  Corporation  may  determine or as  otherwise  may be
provided herein.

2.8 CERTIFICATION OF DEBENTURES.

       (a)    No Debenture shall be issued or, if issued, shall be obligatory or
              entitle  the  Holder  to the  benefit  hereof  until  it has  been
              certified by the Trustee  substantially  in the form applicable to
              such  Debentures or in some other form approved by the Trustee and
              such  certification  by the Trustee  upon any  Debenture  shall be
              conclusive  evidence as against the Corporation that the Debenture
              so  certified  has  been  duly  issued  hereunder  and is a  valid
              obligation of the  Corporation  and that the Holder is entitled to
              the benefit hereof.

       (b)    The certificate of the Trustee on Debentures or interim Debentures
              issued  hereunder  shall not be construed as a  representation  or
              warranty by the Trustee as to the validity of this Indenture or of
              the Debentures or interim Debentures (except the due certification
              thereof)  and  the  Trustee  shall  in no  respect  be  liable  or
              answerable   for  the  use  made  of  the  Debentures  or  interim
              Debentures  or  any  of  them  or of  the  proceeds  thereof.  The
              certificate  of the Trustee  signed on any  definitive  or interim
              Debentures shall, however, be a representation and warranty by the
              Trustee that said definitive or interim  Debentures have been duly
              certified  by the  Trustee  pursuant  to the  provisions  of  this
              Indenture.

2.9 INTERIM  DEBENTURES.  Pending the delivery of  definitive  Debentures of any
series to the Trustee,  the  Corporation may issue and the Trustee shall certify
in lieu thereof interim  Debentures,  with or without coupons, in such forms and
in  such  denominations  and  signed  in  such  manner  as the  Trustee  and the
Corporation may approve,  entitling the Holders thereof to definitive Debentures
of  the  said  series  and  any  coupons  relating  thereto  in  any  authorized
denominations when the same are ready for delivery;  provided, however, that the
total  amount of interim  Debentures  shall not exceed the  aggregate  principal
amount of Debentures  of such series  authorized  for issue.  When so issued and
certified,  such interim  Debentures  shall,  for all purposes,  be deemed to be
Debentures  and,  pending the exchange  thereof for definitive  Debentures,  the
Holders of the said interim  Debentures  shall be deemed to be  Debentureholders
<PAGE>
FINOVA Trust Indenture                                             Page 14 of 61

and entitled to the benefit of this Indenture to the same extent and in the same
manner as though the said exchange had actually been made.  Forthwith  after the
Corporation  shall have executed and delivered the definitive  Debentures to the
Trustee,  the Trustee shall at the Corporation's  expense,  call in for exchange
all  interim  Debentures  that shall have been issued and  forthwith  after such
exchange  shall cancel the same  together  with all  unmatured  coupons (if any)
pertaining thereto. No charge shall be made by the Corporation or the Trustee to
the Holders of such interim  Debentures for such exchange thereof.  All interest
paid upon  interim  Debentures  without  coupons  shall be noted  thereon by the
Paying Agent as a condition  precedent to such payment  unless paid by cheque to
the registered Holders thereof.

2.10 MUTILATION, LOSS, THEFT OR DESTRUCTION OF DEBENTURES.

       (a)    In case any of the  Debentures  issued and certified  hereunder or
              coupons  pertaining  thereto  shall  become  mutilated or be lost,
              destroyed or stolen,  the  Corporation in its discretion may issue
              and  thereupon  the  Trustee  shall  certify  and  deliver  a  new
              Debenture  or coupon of like date and tenor as the one  mutilated,
              lost, destroyed or stolen in exchange for and in place of and upon
              cancellation  of such mutilated  Debenture or coupon or in lieu of
              and in substitution  for such lost,  destroyed or stolen Debenture
              or  coupon  and the new  Debenture  or  coupon  shall be in a form
              approved  by the  Trustee  and shall be  entitled  to the  benefit
              hereof  and rank  equally  in  accordance  with its terms with all
              other Debentures or coupons issued or to be issued hereunder.

       (b)    The applicant for the issue of a new Debenture or coupon  pursuant
              to this Section 2.10 shall bear the cost of the issue  thereof and
              in case of  loss,  destruction  or  theft  shall,  as a  condition
              precedent to the issue thereof,  provide to the Corporation and to
              the  Trustee  such   evidence  of  ownership   and  of  the  loss,
              destruction or theft of the Debenture or coupon so lost, destroyed
              or  stolen as shall be  satisfactory  to the  Corporation  and the
              Trustee  in  their  discretion  and  such  applicant  may  also be
              required to provide  indemnity in amount and form  satisfactory to
              the Corporation and the Trustee in their discretion, and shall pay
              the  reasonable  charges  of the  Corporation  and the  Trustee in
              connection therewith.

2.11  PLEDGE AND  RE-ISSUE  OF  DEBENTURES.  Provided  no Event of  Default  has
occurred  which is  continuing,  all or any of the  Debentures  may be  pledged,
hypothecated  or charged  from time to time by the  Corporation  as security for
advances or loans to, or for debt or other  obligations of, the Corporation and,
when  redelivered  to the  Corporation  or its  nominees on or without  payment,
satisfaction,  release or  discharge  in whole or in part of any such  advances,
loans,  debt or  obligations,  such  Debentures and all or any of the Debentures
which,  pursuant to any  provisions of the  Debentures,  may be purchased in the
open market or by tender or by private contract,  may be held by the Corporation
for such period or periods as it deems  expedient and shall (subject to any rule
of law to the contrary or pursuant to any provision of the Debentures or of this
Indenture  or pursuant to a  resolution  of the  Directors,  which  provision or
resolution requires cancellation and retirement of such Debentures so acquired),
while the  Corporation  remains in  possession  thereof,  be treated as unissued
Debentures and accordingly may be issued or re-issued,  pledged or charged, sold
or otherwise disposed of as and when the Corporation may think fit, and all such
Debentures  so issued or  re-issued  or pledged or  charged,  sold or  otherwise
disposed of before but not after the respective dates of maturity thereof shall,
subject to the provisions of Section 1.2, continue to be entitled, as upon their
original issue, to the benefit of all the terms, conditions,  rights, priorities
and privileges hereby attached to or conferred on Debentures issued hereunder.


                                    ARTICLE 3
          REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP OF DEBENTURES

3.1 FULLY REGISTERED DEBENTURES.

       (a)    With respect to each series of Debentures  issuable in whole or in
              part as fully registered Debentures,  unless otherwise provided in
              the supplemental  Indenture  establishing  the terms thereof,  the
              Corporation  shall  cause  to be  kept  by  the  Trustee,  at  its
              principal office in Toronto, Ontario, a register in which shall be
              entered the names and addresses of the Holders of fully registered
              Debentures of such series and  particulars of the Debentures  held
<PAGE>
FINOVA Trust Indenture                                             Page 15 of 61

              by them respectively.  Unless otherwise provided in this Indenture
              or in any supplemental Indenture, the Corporation shall also, with
              respect to each series of Debentures  issuable as fully registered
              Debentures,  cause to be provided  facilities for the exchange and
              transfer of fully  registered  Debentures  by and at the principal
              office of the Trustee in Toronto, Ontario. The Corporation may, in
              consultation   with  the  Trustee,   from  time  to  time  provide
              additional facilities for such registration, exchange and transfer
              at  other  offices  of  the  Trustee  or  at  other  agencies,  as
              registrar.

       (b)    No transfer of a fully registered Debenture shall be valid unless:

              (i)    made at one of the offices or other agencies referred to in
                     Subsection   3.1(a)  by  the   registered   Holder  or  his
                     executors, administrators or other legal representatives or
                     his or their  attorney  duly  appointed by an instrument in
                     writing in form and execution  satisfactory  to the Trustee
                     and upon compliance  with such  reasonable  requirements as
                     the Trustee may prescribe; and

              (ii)   the name of the  transferee has been noted on the Debenture
                     by the Trustee or other agent.

       (c)    The registered  Holder of a fully registered  Debenture may at any
              time and from time to time have the registration of such Debenture
              transferred  from the register on which the  registration  thereof
              appears to another  authorized  register upon compliance with such
              reasonable  requirements as the Trustee and/or other registrar may
              prescribe and upon payment of a reasonable  fee to be fixed by the
              Trustee.  Such  change  of  registration  shall  be  noted on such
              Debenture by the Trustee or other registrar unless a new Debenture
              shall be issued upon such change of registration.

3.2 REGISTERED GLOBAL DEBENTURES.

       (a)    With respect to each series of Debentures  issuable in whole or in
              part in the form of one or more Registered Global Debentures,  the
              Corporation shall cause to be kept by the Trustee at its principal
              office  in  Toronto,  Ontario  or  such  other  registrar  as  the
              Corporation, with the approval of the Trustee, may appoint at such
              place or places,  if any, as may be specified in the Debentures of
              such series or as the  Corporation may designate with the approval
              of the  Trustee,  registers in which shall be entered the name and
              address of the Depositary or its nominee for each such  Registered
              Global   Debenture  and  particulars  of  the  Registered   Global
              Debenture held by it, and such registration  shall be noted on the
              Registered  Global  Debenture  by the Trustee or other  registrar.
              With respect to any Debentures of such series that are at any time
              not represented by one or more Registered Global  Debentures,  the
              provisions   of  Section  3.1  or  Section  3.4,   whichever   are
              applicable,  shall  govern with respect to  registrations  === and
              transfers.

       (b)    Notwithstanding  any other provision of this ARTICLE 3, unless and
              until it is wholly  exchanged for fully  registered  Debentures or
              coupon  Debentures in definitive form in accordance with the terms
              hereof or particular  terms applicable to the series of Debentures
              it represents, a Registered Global Debenture representing all or a
              portion  of the  Debentures  of a  series  may not be  transferred
              except as a whole by:

              (i)    the  Depositary  for  such  series  to a  nominee  of  such
                     Depositary;

              (ii)   a  nominee  of such  Depositary  to such  Depositary  or to
                     another nominee of such Depositary; or
<PAGE>
FINOVA Trust Indenture                                             Page 16 of 61

              (iii)  such   Depositary  or  any  such  nominee  to  a  successor
                     Depositary  for such series or a nominee of such  successor
                     Depositary,

                  and only if the  transfer  is duly  recorded by the Trustee on
                  the  register  for  such  series  and,  if  required,  on  the
                  Registered Global Debenture.

       (c)    The  Corporation  and the Trustee  understand  that  transfers  of
              beneficial ownership in any debentures represented by a Registered
              Global  Debenture  will be effected  only (i) with  respect to the
              interest  of  Participants,  through  records  maintained  by  the
              Depositary or its nominee for the Registered Global Debenture, and
              (ii) with respect to interest of persons other than  Participants,
              through records maintained by Participants.  Beneficial Owners who
              are not Participants but who desire to purchase, sell or otherwise
              transfer ownership of or other interest in Debentures  represented
              by  Registered   Global  Debentures  may  do  so  only  through  a
              Participant.

       (d)    If at any time the  Depositary for a Registered  Global  Debenture
              representing  all or a  portion  of  the  Debentures  of a  series
              notifies  the  Corporation  that  it is  unwilling  or  unable  to
              continue as Depositary for such Registered  Global  Debenture,  or
              ceases to be eligible to be a Depositary under Subsection  2.3(b),
              then the  Corporation  shall appoint a successor  Depositary  with
              respect  to  such  Registered  Global  Debenture.  If a  successor
              Depositary for such Registered  Global  Debenture is not appointed
              by the Corporation  within 90 days after the Corporation  receives
              such  notice  or  becomes  aware of such  ineligibility,  then the
              Corporation's  determination  that the  Debentures  represented by
              such Registered  Global  Debenture be held as a Registered  Global
              Debenture  shall  no  longer  be  effective  with  respect  to the
              Debentures  represented by such Registered Global  Debenture,  and
              the Corporation will execute,  and the Trustee,  upon receipt of a
              Written  Order  of  the  Corporation  for  the  certification  and
              delivery of individual Debentures of such series, will certify and
              deliver,   in  exchange  for  such  Registered  Global  Debenture,
              individual   Debentures  of  such  series,   in  accordance   with
              Subsections 3.2(f) and (g), in an aggregate principal amount equal
              to the principal amount of such Registered Global Debenture.

       (e)    The  Corporation  may at any  time  and  in  its  sole  discretion
              determine that  Debentures of any series issued in the form of one
              or  more  Registered   Global   Debentures   shall  no  longer  be
              represented by such Registered Global  Debentures,  in which event
              the Corporation will execute,  and the Trustee,  upon receipt of a
              Written  Order  of  the  Corporation  for  the  certification  and
              delivery of individual Debentures of such series, will certify and
              deliver,  in  exchange  for  such  Registered  Global  Debentures,
              individual   Debentures  of  such  series,   in  accordance   with
              Subsections 3.2(f) and (g), in an aggregate principal amount equal
              to the principal amount of such Registered Global Debentures.

       (f)    In any exchange provided for in any of Subsections  3.2(d) or (e),
              or in the terms applicable to any particular series of Debentures,
              the  Corporation  will  execute and the Trustee  will  certify and
              deliver individual Debentures:

              (i)    as fully registered Debentures in authorized  denominations
                     if the  Debentures  of such  series are  issuable  as fully
                     registered Debentures;
<PAGE>
FINOVA Trust Indenture                                             Page 17 of 61

              (ii)   as coupon Debentures,  registrable as to principal only, in
                     authorized  denominations  with  coupons  attached  if  the
                     Debentures of such series are issuable as coupon Debentures
                     registrable as to principal only;

              (iii)  as coupon Debentures not registrable as to principal if the
                     Debentures of such series are issuable as coupon Debentures
                     not registrable as to principal; or

              (iv)   in any combination of the foregoing Debentures, if issuable
                     as such,


              all according to  instructions  from the Depositary to the Trustee
              in that regard, as contemplated by Subsection 3.2(g), and all in a
              minimum of $1,000 principal amount and multiples thereof.

       (g)    Upon the exchange of a Registered  Global Debenture for individual
              Debentures  in  definitive  form,  pursuant to any of  Subsections
              3.2(d) or  3.2(e),  or  pursuant  to the terms  applicable  to any
              particular series of Debentures,  such Registered Global Debenture
              shall  be  cancelled  by  the   Trustee.   Individual   registered
              Debentures exchanged for portions of a Registered Global Debenture
              shall  be  registered  in  such  names  and  in  such   authorized
              denominations  as  the  Depositary  for  such  Registered   Global
              Debenture,  pursuant to  instructions  from its direct or indirect
              participants or otherwise, shall instruct the Trustee. The Trustee
              shall  deliver any such  registered  Debentures  to the Persons in
              whose names such  Debentures are so registered.  The Trustee shall
              deliver  individual coupon  Debentures  exchanged for a Registered
              Global   Debenture  to  the  Persons,   and  in  such   authorized
              denominations,  as  the  Depositary  for  such  Registered  Global
              Debenture,  pursuant to  instructions  from its direct or indirect
              participants  or  otherwise,  shall  instruct the Trustee.  Unless
              otherwise  requested by the Holder,  all such Debentures  shall be
              delivered  by mailing the  Debenture  to the address of the Holder
              provided by the Depositary.

       (h)    If authorized by the  Corporation  pursuant to Section 2.3 with If
              authorized by the Corporation pursuant to Section 2.3 with respect
              to a  series  of  Debentures  issued  in the  form  of one or more
              Registered Global Debentures,  then the Depositary of a Registered
              Global  Debenture  representing  such  series  of  Debentures  may
              surrender  the  Registered  Global  Debenture  for such  series of
              Debentures  in  exchange  in  whole  or  in  part  for  individual
              Debentures  of such series on such terms as are  acceptable to the
              Corporation and such Depositary.  Thereupon, the Corporation shall
              execute, and the Trustee shall certify and deliver to:

              (i)    each Person specified by such  Depositary,  one or more new
                     individual  Debentures of the same series in any authorized
                     denomination  as  requested  by such Person in an aggregate
                     principal amount equal to and in exchange for such Person's
                     beneficial interest in the Registered Global Debenture; and

              (ii)   such  Depositary,  a new Registered  Global  Debenture in a
                     denomination  equal to the difference,  if any, between the
                     principal  amount  of  the  surrendered  Registered  Global
                     Debenture  and  the  aggregate   principal  amount  of  new
                     individual  Debentures  delivered  to  Persons  under  this
                     Subsection 3.2(h).
 <PAGE>
FINOVA Trust Indenture                                             Page 18 of 61

       (i)    All Debentures executed for delivery upon any transfer or exchange
              of a Registered Global Debenture shall be valid obligations of the
              Corporation,  evidencing  the same debt and  entitled  to the same
              benefits under this Indenture as the Registered  Global  Debenture
              surrendered for such transfer or exchange. No service charge shall
              be  made  for  any  registration  of  transfer  or  exchange  of a
              Registered  Global  Debenture  but  the  Corporation  may  require
              payment of a sum sufficient to cover any tax or other governmental
              charge  that may be  imposed  in  connection  with  any  transfer,
              registration  of  transfer  or  exchange  of a  Registered  Global
              Debenture.

       (j)    None of the Corporation,  the Trustee or any other registrar shall
              be required to:

              (i)    execute for delivery,  register the transfer of or exchange
                     a  Registered  Global  Debenture of any  particular  series
                     during a period  beginning  at the  opening of  business 15
                     Business  Days before the day of the mailing of a notice of
                     redemption  of all  or  any  part  of a  Registered  Global
                     Debenture  selected for  redemption and ending at the close
                     of business on the day of such mailing; or

              (ii)   register  the  transfer  of or  exchange  any  portion of a
                     Registered  Global  Debenture so selected for redemption in
                     whole or in part,  except  the  unredeemed  portion  of any
                     Registered Global Debenture being redeemed in part.

3.3 Dealings with the Depositary

       (a)    The  rights  of  Beneficial  Owners  shall  be  limited  to  those
              established by applicable law and agreement between the Depositary
              and the Participants and between such  Participants and Beneficial
              Owners,  and must be exercised through a Participant in accordance
              with the rules and procedures of the Depositary.

       (b)    The Corporation and the Trustee  acknowledge that,  subject to and
              in accordance  with the rules and  procedures of the Depositary as
              established  from time to time, each  Participant must look solely
              to the Depositary through its Paying Agent service, for so long as
              the  Depositary  is the  registered  holder of  Registered  Global
              Debentures,  for its share of each  payment made by the Trustee to
              the registered  holder of the Registered  Global  Debentures,  and
              each  Beneficial  Owner must look solely to  Participants  for its
              share of such  payments.  Provided that the  Corporation  has made
              payments  to the  Trustee  in  respect  of the  Registered  Global
              Debentures  no person,  including  any  Participant  or Beneficial
              Owner,  shall have any claim against the Corporation in respect of
              payments  due  on  such  Registered   Global  Debentures  and  the
              obligations of the  Corporation  shall be discharged by payment to
              the Trustee in respect of each amount so paid.

       (c)    The  Depositary   shall  be  responsible   for  the  creation  and
              maintenance   of  the  book   entries  and  the  accounts  of  its
              Participants  with an interest in the  Debentures  represented  by
              Registered  Global  Debentures.  The  Corporation  and the Trustee
              understand  that the  Depositary  will  deliver  to the  Trustee a
              certified  list  of  Participants  as at  the  date  of  issue  of
              Debentures represented by Registered Global Debentures showing the
              name and  address of each  Participant  (including  the  facsimile
              number and  electronic  communications  address,  if any) together
              with the aggregate principal amount of such Participants' interest
<PAGE>
FINOVA Trust Indenture                                             Page 19 of 61

              in  such  Debentures  and  that,  for  so  long  as  interests  in
              Debentures  are  represented  by one  or  more  Registered  Global
              Debentures,  the Depositary shall, upon the reasonable  request of
              the  Trustee  from time to time,  deliver to the Trustee a copy of
              the  then  current  list  of  Participants   and  such  additional
              information as the Trustee may reasonably request. The Corporation
              and  the  Trustee   shall  be  entitled  to  rely  upon  all  such
              information  provided by the Depositary to the Corporation and the
              Trustee.

       (d)    The Corporation  understands that the Depositary acts as the agent
              and depositary for the  Participants  and neither the  Corporation
              nor the Trustee assume any liability for:

              (i)    any  aspect  of the  records  relating  to  the  beneficial
                     ownership of or beneficial  interest in the Debentures held
                     by the Depositary or the payments relating thereto;

              (ii)   maintaining,  supervising or reviewing any records relating
                     to the Debentures held by the Depositary; or

              (iii)  any advice or representation made by or with respect to the
                     Depositary and those  contained  herein and relating to the
                     rules governing the Depositary or any action to be taken by
                     the Depositary or at the direction of its Participants.

3.4 COUPON DEBENTURES.

       (a)    Coupon  Debentures  issued hereunder shall be negotiable and title
              thereto shall pass by delivery  unless  registered as to principal
              for  the  time  being  as  hereinafter  provided.  Notwithstanding
              registration  of coupon  Debentures as to  principal,  the coupons
              when  detached  shall  continue  to be payable to bearer and title
              thereto shall pass by delivery.

       (b)    With respect to each series of Debentures  issuable in whole or in
              part as  coupon  Debentures  registerable  as to  principal  only,
              unless   otherwise   provided   in  the   supplemental   Indenture
              establishing the terms thereof,  the Corporation shall cause to be
              kept by the Trustee, at its principal office in Toronto,  Ontario,
              a register in which  Holders of coupon  Debentures  of such series
              may register  the same as to principal  only and in which shall be
              entered  the  names  and   addresses  of  the  Holders  of  coupon
              Debentures   of  such  series   registered  as  to  principal  and
              particulars  of the coupon  Debentures so registered  held by them
              respectively.  Unless  otherwise  provided in this Indenture or in
              any  supplemental  Indenture,  the  Corporation  shall also,  with
              respect to each series of Debentures issuable as coupon Debentures
              registrable as to principal only, cause to be provided  facilities
              for the  registration,  exchange and transfer of coupon Debentures
              registrable as to principal only by and at the principal office of
              the Trustee in Toronto, Ontario. The Corporation,  in consultation
              with  the  Trustee,  may  from  time  to time  provide  additional
              facilities for such  registration,  exchange and transfer at other
              offices of the  Trustee or at other  agencies.  Such  registration
              shall be noted on the Debentures by the Trustee or other agencies,
              as registrar.

       (c)    After such registration of a coupon Debenture, no transfer thereof
              shall be valid unless made at one of the offices or other agencies
              referred to in Subsection  3.4(b) by the registered  Holder or his
              executors, administrators or other legal representatives or his or
              their  attorney duly appointed by an instrument in writing in form
              and execution satisfactory to the Trustee and upon compliance with
              such  reasonable  requirements  as the Trustee may prescribe,  nor
              unless such transfer shall have been noted on the Debenture by the
              Trustee or other agent; provided, however, that any such Debenture
              may be discharged from registry by being
<PAGE>
FINOVA Trust Indenture                                             Page 20 of 61

              transferred to bearer,  after which it shall again be transferable
              by  delivery,  but may again from time to time be  registered  and
              discharged from registry.

       (d)    The registered Holder of a coupon Debenture  registrable as to the
              principal  only may at any time  and  from  time to time  have the
              registration  of such Debenture  transferred  from the register on
              which the  registration  thereof  appears  to  another  authorized
              register upon compliance with such reasonable  requirements as the
              Trustee  and/or other  registrar  may  prescribe  and payment of a
              reasonable   fee  to  be  fixed  by  the  Trustee  or  such  other
              registrars.  Such  change of  registration  shall be noted on such
              Debenture  by the Trustee or other  registrar  unless a new coupon
              Debenture shall be issued upon such change of registration.

3.5  TRANSFEREE  ENTITLED  TO  REGISTRATION.  The  transferee  of  a  registered
Debenture,   other  than  a  Registered  Global  Debenture,   shall,  after  the
appropriate  form of transfer is  deposited  with the Trustee or other agent and
upon  compliance  with all  other  conditions  in that  behalf  required  by the
Trustee,  this Indenture or by law, be entitled to be entered on the register as
the owner of such  Debenture  free from all  equities  or rights of  set-off  or
counterclaim  between the  Corporation and the transferor or any previous Holder
of such  Debenture,  save in respect of  equities  of which the  Corporation  or
Holder is required to take notice by statute or by order of a court of competent
jurisdiction.

3.6 EXCHANGE OF DEBENTURES.

       (a)    Debentures  in any  authorized  form or  denomination,  other than
              Registered  Global  Debentures,  may be exchanged upon  reasonable
              notice   for   Debentures   in  any  other   authorized   form  or
              denomination, of the same series and date of maturity, bearing the
              same interest rate and of the same aggregate  principal  amount as
              the Debentures so exchanged.

       (b)    Debentures of any series may be exchanged at the principal  office
              of the  Trustee in  Toronto,  Ontario  or at such  other  place or
              places,  if any, as may be  specified  in the  Debentures  of such
              series and at such other place or places, if any, as may from time
              to time be designated by the Corporation  with the approval of the
              Trustee. Any Debentures tendered for exchange shall be surrendered
              to the Trustee  together with all unmatured  coupons,  if any, and
              all matured coupons in default, if any,  pertaining  thereto.  The
              Corporation  shall  execute  and the  Trustee  shall  certify  all
              Debentures  necessary  to carry out  exchanges as  aforesaid.  All
              Debentures   and  coupons   surrendered   for  exchange  shall  be
              cancelled.

       (c)    Debentures  issued in exchange for Debentures which at the time of
              such issue have been selected or called for  redemption at a later
              date  shall  be  deemed  to  have  been  selected  or  called  for
              redemption  in the same  manner  and shall  have  noted  thereon a
              statement to that effect.

       (d)    The  transferee  of a fully  registered  Debenture,  other  than a
              Registered  Global  Debenture,  shall be entitled,  if such series
              shall provide for the issue of coupon Debentures,  on request,  to
              receive a coupon  Debenture or Debentures on such transfer without
              the prior issue to him of a fully registered Debenture.
<PAGE>
FINOVA Trust Indenture                                             Page 21 of 61

3.7 CHARGES FOR REGISTRATION, TRANSFER AND EXCHANGE.

       (a)    Unless otherwise provided in any supplemental Indenture,  for each
              Debenture  exchanged,  registered,  transferred or discharged from
              registration, the Trustee or other agent shall, if required by the
              Corporation in writing,  make a reasonable charge for its services
              and for each new Debenture issued, if any; provided, however, that
              no charge to a Debentureholder shall be made hereunder for any:

              (i)    exchange,   registration,   transfer  or   discharge   from
                     registration of any Debenture applied for within the period
                     of two months from and including the date of original issue
                     of such Debenture;

              (ii)   exchange of any interim or  temporary  Debenture or interim
                     certificate that has been issued under Section 2.9;

              (iii)  exchange of a Registered  Global  Debenture as contemplated
                     in Section 3.2 or Subsection 4.4(a); or

              (iv)   exchange  of  any  Debenture   resulting   from  a  partial
                     redemption under Section 6.4.

       (b)    Payment of any such  charges and  reimbursement  of the Trustee or
              other  agent  or  the   Corporation  for  any  transfer  taxes  or
              governmental or other charges required to be paid shall be made by
              the party  requesting  such  exchange,  registration,  transfer or
              discharge from registration as a condition precedent thereto.

3.8 REGISTERS OPEN FOR INSPECTION.  The registers shall, at all reasonable times
and at such  reasonable  costs  as  established  by the  Trustee,  be  open  for
inspection by the Corporation, the Guarantor or any Debentureholder. The Trustee
and every  registrar  shall,  from time to time when  requested  to do so by the
Corporation  or by the  Trustee  in  writing,  furnish  the  Corporation  or the
Trustee,  as the case may be, with a list of names and  addresses  of Holders of
registered  Debentures  entered on the register and showing the principal amount
and serial numbers of the Debentures held by each such Holder.

3.9 CLOSING OF REGISTERS.

       (a)    Subject to any restriction herein provided, the Corporation,  with
              the approval of the Trustee,  may at any time close any  register,
              other  than  the  register  kept at the  principal  office  of the
              Trustee in Toronto,  Ontario, and transfer the registration of any
              Debentures  registered  thereon to another register and thereafter
              such  Debentures  shall be deemed to be  registered  on such other
              register and notice of such transfer  shall be given in the manner
              provided  in  Section  14.1  to  the  Holders  of  the  Debentures
              registered in the register so closed.

       (b)    Neither the  Corporation nor the Trustee nor any other agent shall
              be required to make:

              (i)    exchanges or transfers of fully  registered  Debentures  of
                     any series on any interest  payment date for  Debentures of
                     that series or during the 14 preceding days; or
<PAGE>
FINOVA Trust Indenture                                             Page 22 of 61

              (ii)   transfers  of any  registered  Debentures  of any series or
                     exchanges  of  Debentures  of any  series on the day of any
                     selection by the Trustee of Debentures of that series to be
                     redeemed or during the 14 preceding days; or

              (iii)  transfers  of any  registered  Debentures  of any series or
                     exchanges  of  Debentures  of any  series  which  have been
                     called for redemption in whole or in part unless,  upon due
                     presentation thereof for redemption,  such Debentures shall
                     not be redeemed.

3.10 OWNERSHIP OF DEBENTURES AND COUPONS.

       (a)    The Person in whose name any  registered  Debenture is  registered
              shall, for all the purposes of this Indenture, be and be deemed to
              be the owner thereof,  and the Trustee,  the  Corporation  and the
              Guarantor  shall  be  protected  in  acting  and  relying  on such
              registration,  and payment of or on account of the  principal  and
              premium,  if any,  on such  Debenture  and, in the case of a fully
              registered  Debenture,  interest  thereon shall be made only to or
              upon the order in writing of such registered Holder.

       (b)    The  Corporation,  the  Trustee  and any other  agent may deem and
              treat the bearer of any  unregistered  Debenture and the bearer of
              any coupon,  whether or not the  Debenture  from which it has been
              detached  shall be  registered  as to  principal,  as the absolute
              owner of such  Debenture  or  coupon,  as the case may be, for all
              purposes and neither the Corporation nor the Trustee nor any other
              agent shall be affected by any notice to the contrary.

       (c)    Neither the  Corporation nor the Trustee nor any other agent shall
              be bound to take notice of or see to the  execution  of any trust,
              whether  express,  implied  or  constructive,  in  respect  of any
              Debenture and may transfer the same on the direction of the Person
              registered  as the  Holder  thereof,  whether  named as trustee or
              otherwise,  as  though  that  Person  were  the  beneficial  owner
              thereof.

       (d)    The  registered  Holder  for  the  time  being  of any  registered
              Debenture  and the bearer of any  unregistered  Debenture  and the
              bearer of any coupon shall be entitled to the principal,  premium,
              if any, and/or interest evidenced by such instruments respectively
              free  from all  equities  or rights of  set-off  or  counter-claim
              between  the  Corporation  and the  original  or any  intermediate
              Holder thereof,  except in the case of any prior  overpayment with
              respect to a Debenture,  and all Persons may act  accordingly  and
              the receipt of any such registered  Holder or bearer,  as the case
              may be, for any such principal, premium, if any, or interest shall
              be a good discharge to the Corporation,  the Trustee and any other
              agent for the same and  neither the  Corporation,  the Trustee nor
              any  other  agent  shall  be bound to  inquire  into the  title or
              interest of any such registered Holder or bearer.

       (e)    Upon receipt of a certificate of any bank,  trust company or other
              depositary   satisfactory   to  the  Trustee   stating   that  the
              unregistered Debentures specified therein have been deposited by a
              named Person with such bank, trust company or other depositary and
              will remain so deposited until the expiry of the period  specified
              therein,  the  Corporation,  the Trustee and any other agent shall
              treat the Person so named as the owner,  and such  certificate  as
              sufficient  evidence of the  ownership by such Person  during such
              period,   of   such   Debentures,   for   the   purpose   of   any
              Debentureholders'  Request,   requisition,   direction,   consent,
              instrument,  or other document to be made,  signed or given by the
              Holder  of the  Debentures  so  deposited.  The  Corporation,  the
              Trustee and any other agent shall treat the  registered  Holder of
<PAGE>
FINOVA Trust Indenture                                             Page 23 of 61

              any Debenture as the owner thereof  without  actual  production of
              such Debenture for the purpose of any  Debentureholders'  Request,
              requisition,  direction,  consent  instrument or other document as
              aforesaid.

       (f)    Where a registered  Debenture is registered in more than one name,
              the principal, premium, if any, and interest (in the case of fully
              registered  Debentures)  from  time to  time  payable  in  respect
              thereof  may be paid by  cheque  payable  to the order of all such
              Holders,  failing written  instructions from them to the contrary,
              and the  receipt of any one of such  Holders  therefor  shall be a
              valid  discharge  to the  Trustee  and any other  agent and to the
              Corporation, unless such cheque not be paid at par on presentation
              at any one of the places where such  principal,  premium,  if any,
              and interest is, by the terms of such Debenture, made payable.

       (g)    In the case of the death of one or more joint registered  Holders,
              the principal,  premium,  if any, and interest on fully registered
              Debentures  and the  principal  and  premium,  if any,  on  coupon
              Debentures  registered as to principal  only may be paid by cheque
              to the  survivor or  survivors of such  registered  Holders  whose
              receipt therefor shall constitute a valid discharge to the Trustee
              and any other agent and to the Corporation, unless such cheque not
              be paid at par on presentation at any one of the places where such
              principal,  premium, if any, and interest is, by the terms of such
              Debenture, made payable.

3.11 HOME OFFICE PAYMENT AGREEMENTS.  Notwithstanding anything herein contained,
the  Corporation  may enter into an agreement  with the  registered  Holder of a
registered  Debenture,  or with the  Person for whom such  registered  Holder is
acting as nominee,  or with the  Depositary,  providing  for the payment to such
registered  Holder or to such Person or as the  Depositary  may  advise,  of the
principal of and premium (if any) and interest on such Debenture,  at a place or
places other than the place or places  specified herein and in such Debenture as
the place or places for such payment.  Such payments may be made by the Trustee,
or by any Paying Agent with the consent of the Trustee, to the registered Holder
thereof or to such Person for whom such  registered  Holder is acting as nominee
or as the  Depositary  may advise,  without  presentation  or  surrender  of the
Debenture to the Trustee if such Debenture is being redeemed in part only and if
there shall have been filed with the Trustee a  Certificate  of the  Corporation
stating that the  Corporation has entered into an agreement with such registered
Holder or the Person for whom such registered Holder is acting as nominee or the
Depositary to the effect that:

       (a)    payment will be so made;

       (b)    upon  written  request from the Trustee or the  Corporation,  such
              registered  Holder  or other  Person or the  Depositary  will make
              notations on such Debenture of the portions thereof so redeemed;

       (c)    whether  or not  it  shall  have  received  any  request  to  make
              notations as aforesaid,  such registered Holder or other Person or
              the  Depositary  will not dispose of such  Debenture or permit its
              nominee to dispose of such  Debenture or of any  interest  therein
              without,  prior to the delivery thereof,  surrendering the same to
              the Trustee or other registrar  either for notation thereon of the
              portion of the principal  amount  thereof  redeemed or in exchange
              for a Debenture  or  Debentures  of the same series in  authorized
              denominations,  aggregating  the  same  principal  amount  as  the
              principal  amount of such  Debenture  so  surrendered  which shall
              remain unpaid; and
<PAGE>
FINOVA Trust Indenture                                             Page 24 of 61

       (d)    such  registered  Holder,  the  Depositary  or other  Person shall
              surrender  such  Debenture to the Trustee or other  registrar upon
              payment in full of the principal, premium, if any, and interest of
              such Debentures.

Neither the Trustee  nor any Paying  Agent shall be under any duty to  determine
that such notations have been made. Any payment of the principal of, and premium
(if any) and  interest  on, any such fully  registered  Debenture  at such other
place or places  pursuant to such  agreement  shall,  notwithstanding  any other
provision  of this  Indenture,  be valid and  binding  on the  Corporation,  the
Trustee, the Holders of all Debentures and the Depositary.


                                    ARTICLE 4
                      ISSUE OF SERIES OF MEDIUM TERM NOTES

4.1 FORM AND TERMS OF SERIES OF MEDIUM TERM NOTES.

       (a)    The first series of Debentures  authorized to be issued  hereunder
              shall be  designated  as "MEDIUM  TERM NOTES"  which may be issued
              from  time  to  time  upon  and  subject  to  the  provisions  and
              conditions and in accordance  with this  Indenture.  The aggregate
              principal amount of Medium Term Notes that may be issued hereunder
              is unlimited.

       (b)    Except as  provided  in  Section  4.4 and  Subsections  3.2(d) and
              3.2(e),  the Medium Term Notes  shall be issuable as a  Registered
              Global  Debenture  substantially  in  the  form  as set  forth  in
              Schedule A to this  indenture  with The  Canadian  Depositary  for
              Securities   Limited  being  designated  the  initial   Depositary
              therefor  and CDS & Co.  being  registered  as the initial  holder
              thereof for each issue,  and with the register being maintained by
              the Trustee or other agent in Toronto,  Ontario.  Each Medium Term
              Note to be issued in exchange  for a Registered  Global  Debenture
              representing   Medium  Term  Notes  pursuant  to  Section  4.4  or
              Subsections  3.2(d) or 3.2(e),  and any substitutions  therefor in
              whole or in  part,  shall  only be  issuable  as fully  registered
              Debentures substantially in the form as set forth in Schedule B to
              this Indenture.

       (c)    Each Medium Term Note shall be dated as of such date, shall mature
              on such date,  shall be issued and  payable  in such  currency  or
              currency  unit and shall  bear  interest  at such rate or rates or
              calculated   in  such  manner  as  shall  be   determined  by  the
              Corporation prior to the time of issue, provided however that each
              Medium  Term  Note has a  maturity  date of at least one year from
              date of issue.  Interest at the annual rate so determined shall be
              calculated and payable (both before and after  default,  maturity,
              and judgment) on such dates in each year, commencing on such date,
              as shall be  determined  by the  Corporation  prior to the time of
              issue.  After default,  to the extent permitted by applicable law,
              interest shall be payable on overdue interest at the same rate and
              computed in such manner as shall be determined by the  Corporation
              prior to the time of issue.

       (d)    Unless otherwise  specified in the applicable Written Order of the
              Corporation, the Medium Term Notes shall be issued in multiples of
              $1,000 or, in the case of another  currency or currency unit, such
              other denominations in such currency or currency unit and integral
              multiples thereof as may be determined by the Corporation.

       (e)    The Medium  Term Notes  (endorsed  by the  Guarantor  as  required
              pursuant  to Section  5.2) and the  certificate  of the Trustee or
              other agent endorsed  thereon shall be  substantially  in the form
              set out in  Schedule  A to this  Indenture  with such  appropriate
              insertions, omissions, substitutions and variations as
<PAGE>
FINOVA Trust Indenture                                             Page 25 of 61

              the  Corporation,  the  Guarantor  and the Trustee may approve and
              shall  be  numbered  in such  manner  as the  Corporation  and the
              Trustee  or  other  agent  may  approve,  such  approvals  of  the
              Corporation,  the  Guarantor  and the  Trustee to be  conclusively
              evidenced  by  its  execution,   endorsement  and   certification,
              respectively, of the Medium Term Notes.

       (f)    Unless otherwise  specified in a Written Order of the Corporation,
              the Medium Term Notes shall not be  redeemable  prior to maturity;
              provided,  however, that if stated to be redeemable,  for purposes
              of ARTICLE 6, each  issuance  of Medium  Term Notes  pursuant to a
              Written Order of the Corporation shall be deemed to be a "series".

       (g)    The  Corporation,  when no Event of Default  has  occurred  and is
              continuing  under this Indenture,  will have the right to purchase
              Medium  Term  Notes   (including   beneficial   interests  in  any
              Registered Global Debenture representing Medium Term Notes) in the
              market or by tender or by private  contract  at any price  without
              having to purchase any or all of the other Debentures outstanding,
              except as required by law.

       (h)    If, upon an  invitation  for tenders made  pursuant to  Subsection
              4.1(g), more Medium Term Notes (including  beneficial interests in
              any Registered  Global Debenture  representing  Medium Term Notes)
              are tendered at the same price than the Corporation is prepared to
              pay, then the Medium Term Notes (including beneficial interests in
              any Registered Global Debenture representing Medium Term Notes) to
              be purchased by the Corporation will be selected by the Trustee on
              a pro rata basis,  or in such other manner as the Trustee may deem
              equitable,  from  the  Medium  Term  Notes  (including  beneficial
              interests in any Registered Global Debenture  representing  Medium
              Term Notes) tendered by each tendering Holder of Medium Term Notes
              who tendered at such lowest price.  For this purpose,  the Trustee
              may make, and from time to time amend, regulations with respect to
              the  manner  in which  Medium  Term  Notes  (including  beneficial
              interests in any Registered Global Debenture  representing  Medium
              Term Notes) may be so selected,  and  regulations so made shall be
              valid and binding  upon the  Depositary  and all Holders of Medium
              Term Notes or of a beneficial  interest in any  Registered  Global
              Debenture  representing same,  notwithstanding the fact that, as a
              result  thereof,  one or more of such  Medium  Term Notes  becomes
              subject to purchase in part only.  Appropriate  notations shall be
              made by the  Depositary  with  respect  to any  Medium  Term Notes
              (including beneficial interests in any Registered Global Debenture
              representing    Medium    Term   Notes)    purchased    hereunder.
              Notwithstanding the foregoing, no Debenture shall be purchased for
              an amount less than  $1,000  principal  amount (or the  equivalent
              denomination  if the  Debenture in question is issued in a foreign
              currency or currency unit).

       (i)    The  principal of all Medium Term Notes and the  premium,  if any,
              and  interest  thereon  and all sums which may at any time  become
              payable  thereon,  whether  at  maturity,  on  a  declaration,  on
              redemption  or otherwise  shall be payable at any branch in Canada
              of Canadian  Imperial  Bank of Commerce,  or such other  financial
              institution  as  may  be  designated  from  time  to  time  by the
              Corporation,  at the  Holder's  option,  against  surrender of the
              Medium Term Notes,  except that the Corporation may agree with any
              registered  holder of Medium Term Notes or the  Depositary to make
              payment  as  provided  for in  Section  3.11.  If the due date for
              payment of any amount of  principal or interest on any Medium Term
              Note is not a Business  Day, then such payment will be made on the
              next  Business  Day and the Holder of such  Medium Term Note shall
              not be  entitled  to any  further  interest  or other  payment  in
              respect of such delay.

4.2 ISSUE OF MEDIUM  TERM NOTES.  Medium  Term Notes are hereby  created and may
forthwith and from time to time be executed by the Corporation,  endorsed by the
Guarantor  and  delivered  to the Trustee or other agent and shall  thereupon be
<PAGE>
FINOVA Trust Indenture                                             Page 26 of 61

certified  by the Trustee or other agent and  delivered  by the Trustee or other
agent  upon  the  Written  Order  of  the  Corporation,  without  receiving  any
consideration therefor, upon receipt by the Trustee of:

       (a)    opinions  of  Counsel  dated  the date of such  certification  and
              delivery to the effect that:

              (i)    this  Indenture  has  been  duly  and  validly  authorized,
                     executed and delivered by the Corporation and the Guarantor
                     and is a valid and binding  instrument in  accordance  with
                     its terms and is enforceable  against the  Corporation  and
                     the Guarantor, and

              (ii)   all conditions precedent provided for in this Indenture and
                     by applicable law relating to the authorization, execution,
                     certification  and  delivery  of the Medium Term Notes have
                     been  complied  with or  satisfied in  accordance  with the
                     terms of this Indenture and by such applicable law,

              provided,  however,  that such  opinions  may be  expressed  to be
              subject to any applicable  bankruptcy or insolvency  laws or other
              laws affecting the enforcement of creditors'  rights generally and
              may also  indicate  the  discretionary  nature of the  remedies of
              specific performance and injunctive relief;

       (b)    a  Certificate  of  the   Corporation   dated  the  date  of  such
              certification and delivery to the effect that:

              (i)    all conditions precedent provided for in this Indenture and
                     by applicable law relating to the authorization, execution,
                     issuance,  certification  and  delivery  of the Medium Term
                     Notes have been  complied  with or satisfied in  accordance
                     with the terms of this Indenture and such  applicable  law,
                     and

              (ii)   at the time of the certification and delivery of the Medium
                     Term  Notes by the  Trustee,  there is no Event of  Default
                     under this Indenture and no event which, with the giving of
                     notice or the passage of time, or both, would constitute an
                     Event of Default  under this  Indenture has occurred and is
                     continuing; and

       (c)    a   Certificate   of  the   Guarantor   dated  the  date  of  such
              certification  and delivery to the effect that the  Guarantor  has
              complied with all the requirements of this Indenture in connection
              with the issue of the Medium Term Notes.

The  Written  Order  of  the  Corporation   required  by  Section  4.2  for  the
certification and delivery of Medium Term Notes shall specify in a schedule (the
"TERMS SCHEDULE") to such Written Order of the Corporation,  the date, principal
amount,  currency or currency units,  maturity date,  interest rate, if any, (or
the  method  of  calculation  thereof),   interest  payment  dates,   redemption
provisions  (if any),  whether  the  Notes are to be issued as fully  registered
debentures  or a  Registered  Global  Debenture  and place of delivery  for each
Medium Term Note requested to be certified and delivered. Upon the certification
and  delivery by the  Trustee or other agent of Medium Term Notes in  accordance
with such Written Order of the  Corporation,  the Terms Schedule to such Written
Order of the  Corporation  shall be deemed to be a schedule  to and form part of
this Indenture and shall be binding on the parties hereto.  The Trustee or other
agent  shall  have  no  duty  or  responsibility  with  respect  to  the  use or
application of any of the Medium Term Notes so certified and delivered or of the
proceeds thereof.

4.3 APPOINTMENT OF NOTE AGENT. The Corporation hereby appoints Canadian Imperial
Bank  of  Commerce  as its  agent  to  provide  services  for  the  safekeeping,
authentication,  issuance, delivery and transfer of the Medium Term Notes and to
act as  registrar  and Paying  Agent for the Medium Term Notes,  and the Trustee
hereby  acknowledges such appointment.  The Corporation agrees to provide to the
<PAGE>
FINOVA Trust Indenture                                             Page 27 of 61

Trustee a copy of any agreement,  and any amendments to such agreement,  between
the Corporation and Canadian Imperial Bank of Commerce.

4.4 EXCHANGE OF REGISTERED GLOBAL DEBENTURE FOR MEDIUM TERM NOTES. If:

       (a)    an Event of Default  shall have  occurred  and be  continuing  and
              shall not have been waived by the Trustee  pursuant to Section 8.3
              and the Corporation shall have received a Beneficiary Request;

       (b)    the  Trustee  shall  have  received  a  Debentureholders'  Request
              requesting   that  the  Medium  Term  Notes   represented  by  all
              Registered  Global  Debentures  be  registered in the names of the
              owners of the beneficial  interest  represented by such Registered
              Global Debentures; or

       (c)    an  Extraordinary  Resolution  shall  have  been  proposed  by the
              Corporation,  the  Depositary  or the Trustee and the  Corporation
              shall have received a Beneficiary Request relating thereto,

then the  Corporation  and the Guarantor will execute,  and the Trustee or other
agent,  upon receipt of a Written Order of the Corporation for the certification
and delivery of individual Debentures of:

       (d)    the Medium Term Notes; or

       (e)    all series of  Debentures  represented  by one or more  Registered
              Global Debentures in the case of a Debentureholders' Request under
              Subsection 4.4(b) above,

will certify and deliver,  in exchange for Registered  Global Debentures of such
series,  individual  Debentures of such series,  in accordance with  Subsections
3.2(f) and 3.2(g),  in an  aggregate  principal  amount  equal to the  principal
amount of the  Registered  Global  Debentures  representing  Debentures  of such
series. The provisions of Section 3.2 shall apply to such exchange.


                                    ARTICLE 5
                         GUARANTEE OF MEDIUM TERM NOTES

5.1 GUARANTEE OF MEDIUM TERM NOTES.

       (a)    The Guarantor  covenants with the Trustee on behalf of the Holders
              that  the  Corporation   will  pay,  and  hereby   unconditionally
              guarantees,  as provided in the  Guarantee  to be endorsed on each
              Medium Term Note  pursuant to Section  5.2,  the due and  punctual
              payment of the  principal  of and premium (if any) and interest on
              each Medium Term Note  certified  by or on behalf of the  Trustee,
              when  and as the same  shall  become  due and  payable  after  any
              applicable  grace period set out in Section 8.1,  whether at their
              respective  due  dates,  on  redemption  or  on a  declaration  or
              otherwise,  in accordance  with the terms of such Medium Term Note
              and this Indenture (the "OBLIGATIONS");  provided,  however,  that
              payment of interest on overdue  instalments  of interest is hereby
              guaranteed only to the extent permitted by applicable law. In case
              of  default  by  the  Corporation  in  the  payment  of  any  such
              principal,  premium,  or interest,  the Guarantor  agrees duly and
              punctually to pay the same without  demand after the expiry of any
              applicable  grace  period.  The  Guarantor  hereby agrees that its
              obligations  under  each  Guarantee  and this  Indenture  shall be
              unconditional,   irrespective  of  any   invalidity,   illegality,
              irregularity or  unenforceability  of any such Medium Term Note or
              this Indenture as regards the Corporation (other than by reason of
              lack of genuineness),  or the absence of any action to enforce the
              same, the recover of any judgment  against the  Corporation or any
<PAGE>
FINOVA Trust Indenture                                             Page 28 of 61

              action  to  enforce  the  same or any  circumstances  which  might
              otherwise  constitute a legal or equitable discharge or defence of
              a guarantor.  The Guarantor hereby waives diligence,  presentment,
              demand of  payment,  filing of claims with a court in the event of
              merger, amalgamation,  reorganization, insolvency or bankruptcy of
              the  Corporation,  any right to require a proceeding first against
              the Corporation, protest or notice with respect to any Medium Term
              Note  or  the  indebtedness  evidenced  thereby  and  all  demands
              whatsoever,  and covenants that its obligations under this Section
              5.1 and each  Guarantee  will not be  discharged  as to any Medium
              Term  Note  except  by  payment  in full of the  principal  of and
              premium (if any) and interest on such Medium Term Note.

       (b)    The  obligation of the  Guarantor  under this Section 5.1 and each
              Guarantee  shall be a continuing  obligation,  shall cover all the
              Obligations and shall apply to and secure any ultimate balance due
              or remaining unpaid to the Holders of any Medium Term Note.

       (c)    In addition to the guarantee  contained in each Guarantee and this
              Indenture,  the Guarantor hereby covenants and agrees to indemnify
              and save the Holders of any Medium Term Note harmless  against all
              costs,  losses,  expenses and damages they may suffer from or as a
              result of the  Corporation's  default in the performance of any of
              the Obligations.

       (d)    The Guarantor shall not be or become liable hereunder or under any
              Guarantee  to make any payment of  principal,  premium (if any) or
              interest in respect of which the  Corporation is in default if the
              default of the Corporation in respect of which the Guarantor would
              otherwise be or become liable hereunder or under any guarantee has
              been waived or directed to be waived pursuant to the provisions in
              that behalf contained in this Indenture;  but no waiver or consent
              of  any  kind  whatsoever  shall  release,  alter  or  impair  the
              unconditional  obligation of the Guarantor  hereunder or under any
              Guarantee after giving effect to such waiver or consent.

       (e)    The  Guarantor  shall be subrogated to all rights of the Holder of
              each Medium Term Note  against the  Corporation  in respect of any
              amount paid by the  Guarantor  pursuant to the  provisions  of any
              Guarantee,  but the Guarantor shall not be entitled to enforce, or
              to receive any payments  arising out of or based upon,  such right
              of  subrogation  until the  principal  or and premium (if any) and
              interest  on all  Medium  Term Notes has been paid in full or duly
              provided for.

       (f)    If any  moneys  become  payable  by the  Guarantor  hereunder  the
              Trustee shall be entitled to enforce and receive  payment  thereof
              by the  Guarantor,  for the  benefit of the  Holders of the Medium
              Term Notes,  and shall be entitled to recover judgment against the
              Guarantor for any portion of the same  remaining  unpaid;  and the
              Trustee shall have further  remedies with respect to the Guarantor
              similar to the remedies granted to it in ARTICLE 8 with respect to
              the  Corporation.  The  whole  of the  moneys  from  time  to time
              received by the Trustee  hereunder shall be applied by the Trustee
              in accordance with Section 8.6.

       (g)    The  obligations  of the  Guarantor  under  each  Guarantee  shall
              constitute direct unsecured and unsubordinated  obligations of the
              Guarantor  and  shall  rank  pari  passu  with all  unsecured  and
              unsubordinated debt of the Guarantor.

       (h)    Payments  in respect  of the Medium  Term  Notes,  if any,  by the
              Guarantor will be made without  withholding for, or on account of,
              any present or future taxes  imposed by or on behalf of the United
              States or any political  subdivision thereof unless such taxes are
              required by law or by the administration thereof to be withheld or
              deducted,  in which case the  Guarantor  will pay such  additional
              amounts as will result (after the withholding or deduction of such
<PAGE>
FINOVA Trust Indenture                                             Page 29 of 61

              taxes) in the  payment to the  holders of the Medium Term Notes of
              the amounts that would otherwise have been payable pursuant to the
              Guarantee  but no such  additional  amount  will be  payable  with
              respect to the Guarantor's  Guarantee of any Medium Term Notes (a)
              which  is held by a person  who is  subject  to any such  taxes by
              reason of such  person  being  connected  with the  United  States
              otherwise  than  merely by the  holding or use  outside the United
              States or ownership as a non-resident  of the United States of the
              Medium Term Note and the guarantee in respect  thereof,  (b) which
              is held by or on behalf of a Person  who is not  dealing  at arm's
              length  with the  Corporation  or the  Guarantor  or (c)  which is
              presented  for  payment  more than 60 days after the date on which
              such payment  became due and payable or the date on which  payment
              thereof is duly provided for,  whichever  occurs later,  except to
              the extent  that the Holder  thereof  would have been  entitled to
              receive  payment  of such  additional  amount  if the  Holder  had
              presented  such Debt  Security for payment on the last day of such
              60-day period. Under no circumstances shall any amounts be payable
              under this section by the Guarantor to any Holder of a Medium Term
              Note that is not resident in Canada for the purposes of the INCOME
              TAX ACT (Canada).

5.2 EXECUTION AND DELIVERY OF GUARANTEE:

       (a)    To  evidence  its  guarantee  to the  Holders of Medium Term Notes
              specified in Section 5.1, the  Guarantor  shall  endorse upon each
              Medium Term Note duly issued  hereunder a Guarantee  substantially
              in  the  form  set  out  in  Schedule  C  with  such   appropriate
              insertions,   omissions,   substitutions  and  variations  as  the
              officers of the  Guarantor  executing  the same may approve,  such
              approval to be conclusively  evidenced by the certification of the
              Medium   Term  Note.   The  form  of   Guarantee   may  include  a
              corresponding  French  text.  In the  event of any  contradiction,
              discrepancy  or difference  between the English  language text and
              the French  language  text of the form of  Guarantee,  the English
              language text shall govern,  except where applicable law otherwise
              requires.  Each  Guarantee  shall be  executed  on  behalf  of the
              Guarantor by any two of the chairman, the chief executive officer,
              the president,  the chief financial  officer,  the  vice-president
              finance, the treasurer and the assistant treasurer, manually or by
              facsimile  signature,  and shall have a facsimile of the corporate
              seal of the  Guarantor  affixed  thereto or imprinted or otherwise
              reproduced thereon. If any officer of the Guarantor who has signed
              any Guarantee,  manually or by facsimile  signature,  ceases to be
              such officer  before the Medium Term Note on which such  Guarantee
              is endorsed  has been  certified by or on behalf of the Trustee or
              issued  by the  Corporation,  such  Medium  Term  Note,  with such
              Guarantee   endorsed  thereon,   nevertheless  may  be  certified,
              delivered  and  issued  as  though  the  person  who  signed  such
              Guarantee had not ceased to be such officer; and any Guarantee may
              be signed and sealed on behalf of the Guarantor by such Person as,
              at the actual date of the Board  Resolution  or at any  subsequent
              time,  is a  proper  officer  of the  Guarantor,  although  at the
              original  issue date of the Medium  Term Note any such  Person was
              not such officer of the Guarantor.

       (b)    The Guarantor agrees that the certification by the Trustee, in the
              manner  provided  in  this  Indenture,  of any  Medium  Term  Note
              (whether in global form or definitive  form),  shall be conclusive
              evidence  that the  Guarantee  endorsed upon such Medium Term Note
              has been duly executed and delivered and is a valid  obligation of
              the  Guarantor.  The  Guarantor  agrees  that the  issuance by the
              Corporation  of a Medium Term Note and the delivery of such Medium
              Term Note by the Trustee,  after  certification  by the Trustee in
              the manner provided in this Indenture, shall be deemed delivery by
              the  Guarantor of the  Guarantee  appearing  upon such Medium Term
              Note.  The  Guarantor  agrees that any such  certification  by the
              Trustee shall not be regarded as a  representation  or warranty of
              the Trustee of the Guarantor's duties or obligations hereunder.
<PAGE>
FINOVA Trust Indenture                                             Page 30 of 61

                                    ARTICLE 6
                      REDEMPTION AND PURCHASE OF DEBENTURES

6.1 REDEMPTION OR PURCHASE OF DEBENTURES. The provisions of Sections 6.2 to 6.8,
inclusive,  shall  apply to  Debentures  of all series  that are by their  terms
redeemable  or  purchasable,  unless  otherwise  provided  in  the  supplemental
Indenture establishing the terms of the Debentures of such series.

6.2 PLACES OF PAYMENT.  The redemption price shall be payable upon  presentation
and surrender of the  Debentures to be redeemed with all unmatured  coupons,  if
any,  pertaining  thereto  at any of the  places  where  the  principal  of such
Debentures is expressed to be payable and at such other  places,  if any, as may
be specified in the notice of redemption.

6.3 SELECTION FOR REDEMPTION.  If less than all of the outstanding Debentures of
any one series are to be redeemed at any one time, then the Trustee shall select
the Debentures to be redeemed by lot or on a pro rata basis or in such manner as
the Trustee shall deem equitable.

6.4      PARTIAL REDEMPTION.

       (a)    Any part,  being equal in amount to the smallest  denomination  of
              Debenture  issued with respect to any series of  Debentures,  or a
              multiple  thereof,  of a Debenture of a denomination  in excess of
              such  smallest  denomination,  may  be  selected  and  called  for
              redemption  as  hereinafter  provided and all  references  in this
              Indenture to redemption  of Debentures  shall be deemed to include
              redemption of any such part.

       (b)    The Holder of any Debenture of which part only is redeemed  shall,
              upon  presentation  of by such Holder of such  Debenture  and upon
              such Holder  receiving the monies payable to such Holder by reason
              of such  redemption,  surrender such Debenture to the Paying Agent
              for transmission to the Trustee and:

              (i)    the Trustee shall cancel such Debenture and shall,  without
                     charge,  forthwith certify and deliver to such Holder a new
                     Debenture or  Debentures  of the same series,  maturity and
                     rate of interest of aggregate principal amount equal to the
                     unredeemed part of the principal amount of the Debenture so
                     surrendered;

              (ii)   at the  option  of  such  Holder  in the  case  of a  fully
                     registered   Debenture,   the  Trustee  shall  return  such
                     Debenture to such Holder after making  notation  thereon of
                     the part of the principal amount thereof so redeemed; or

              (iii)  with  respect  to  a  Registered  Global   Debenture,   the
                     Depositary  shall make notations on the  Registered  Global
                     Debenture of the amount thereof so redeemed.

6.5 NOTICE OF REDEMPTION.  Notice of redemption of any Debentures shall be given
by the Trustee or, at the option of the  Corporation,  by the Corporation to the
Holders of the  Debentures  which are to be redeemed,  not more than 90 days nor
less than 30 days prior to the date fixed for redemption, in the manner provided
in ARTICLE  14.  Every such notice of  redemption  shall  specify the  aggregate
principal amount of Debentures  called for redemption,  the redemption date, the
redemption  price and the places of payment and shall state that  interest  upon
the  principal  amount of  Debentures  called for  redemption  shall cease to be
payable  from and after the  redemption  date.  In  addition,  unless all of the
outstanding  Debentures  are to be  redeemed,  the  notice of  redemption  shall
specify  the  designations  and  maturities  of the  Debentures  which are to be
redeemed  and,  in case less than all of the  Debentures  of any one  series and
maturity are to be redeemed, shall also specify:
<PAGE>
FINOVA Trust Indenture                                             Page 31 of 61

       (a)    in the case of a notice  mailed to a  registered  Debentureholder,
              the   distinguishing   letters  and  numbers  of  the   registered
              Debentures  which are to be  redeemed  (or of such  thereof as are
              registered in the name of such Debentureholder);

       (b)    in the case of a published  notice  described in Section 14.1, the
              distinguishing letters and numbers of the unregistered  Debentures
              which are to be redeemed or, if such  unregistered  Debentures are
              selected  by  terminal  digit  or  other  similar   system,   such
              particulars  as may be  sufficient  to identify  the  unregistered
              Debentures so selected;

       (c)    in the case of a Registered Global Debenture,  that the redemption
              will  take  place  in such  manner  as may be  agreed  upon by the
              Depositary, the Trustee and the Corporation; and

       (d)    in all cases, the principal  amounts of such Debentures or, if any
              such  Debenture  is to be  redeemed  in part only,  the  principal
              amount of such part.

In the event that all Debentures of any series to be redeemed are represented by
a Registered Global Debenture or other fully registered Debentures,  publication
shall not be required.

6.6 PAYMENT OF  REDEMPTION  PRICE.  Upon notice  being given as  aforesaid,  the
principal  amount of the  Debentures so called for  redemption and the principal
amount and  premium,  if any,  to be redeemed  of the  Debentures  so called for
redemption in part shall be and become due and payable at the redemption  price,
on the  redemption  date specified in such notice and with the same effect as if
the redemption date were the date of maturity specified in such Debentures. From
and after such redemption date,  interest upon the principal amounts so becoming
due and payable shall cease unless payment of the redemption  price shall not be
made on presentation for surrender of such Debentures and all unmatured coupons,
if any,  pertaining  thereto at any of the places specified in Section 6.2 on or
after the redemption date and prior to the setting aside of the redemption price
pursuant to ARTICLE 9 .

6.7  PURCHASE  OF  DEBENTURES.  Subject  to  the  provisions  of any  series  of
Debentures,  the  Corporation  shall have the right at any time and from time to
time to purchase  Debentures in the market,  by tender or by private contract at
any price without having to purchase any or all of the  Debentures  outstanding,
except as  required  by law;  provided,  however,  that no Event of Default  has
occurred which is continuing at such time.

6.8  CANCELLATION OF DEBENTURES.  Subject to the provisions of Section 6.4 as to
Debentures  redeemed  in  part  and to  the  provisions  of  Section  2.11,  all
Debentures redeemed or purchased by the Corporation under the provisions of this
ARTICLE 6, with the unmatured  coupons,  if any,  pertaining  thereto,  shall be
forthwith delivered to and cancelled by the Trustee and shall not be reissued.


                                    ARTICLE 7
                                    COVENANTS

7.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

       (a)    The Corporation  hereby covenants and agrees that it will duly and
              punctually  pay or  cause  to be paid to  every  Holder  of  every
              Debenture issued hereunder the principal thereof, premium, if any,
              and  interest  accrued  thereon  (including,  in case of  default,
              interest on all amounts overdue at the rate specified  therein) on
              the dates and at the places, in the currencies,  and in the manner
              mentioned  herein and in such  Debentures  and in the coupons,  if
              any, pertaining thereto.

       (b)    Unless otherwise provided in the supplemental Indenture creating a
              series of  Debentures  or in an  agreement  referred to in Section
              3.11,
<PAGE>
FINOVA Trust Indenture                                             Page 32 of 61

              (i)    as interest becomes due on each fully registered  Debenture
                     (except at maturity or on redemption,  when interest may at
                     the option of the  Corporation  be paid upon  surrender  of
                     such  Debenture  for  payment)  the   Corporation,   either
                     directly or through the Trustee or any Paying Agent, shall,
                     by such  means as is agreed  upon by the  Trustee,  send or
                     forward by prepaid ordinary mail,  transfer of funds, or by
                     such  other  means as may be  agreed to by the  Trustee,  a
                     cheque for or other payment of such interest  (less any tax
                     required to be withheld  therefrom) payable to the order of
                     the then registered  Holder of such Debenture and addressed
                     to such Holder at such Holder's  last address  appearing on
                     the  appropriate  register,  unless such  Holder  otherwise
                     directs;

              (ii)   if  payment is made by cheque,  then such  cheque  shall be
                     forwarded at least three  Business  Days prior to each date
                     on which  interest on such  Debentures  becomes due and, if
                     payment is made by other means (such as transfer of funds),
                     then such  payment  shall be made in a manner  whereby  the
                     Holder  receives  credit  for such  payment on the day such
                     interest on such Debentures becomes due; and

              (iii)  in the case of joint  Holders,  the cheque or other payment
                     shall be made  payable to, or directed to the order of, all
                     such  joint  Holders  at  the  address  maintained  on  the
                     register in respect of such joint holding.

              Notwithstanding  the  foregoing,  if part or all of any  series of
              Debentures is represented by a Registered Global  Debenture,  then
              all payments on the portion  represented by the Registered  Global
              Debenture may be made, at the determination of the Corporation, by
              electronic  funds  transfer or otherwise to the  Depositary or its
              nominee for  subsequent  payment to holders of  interests  in that
              Registered  Global  Debenture.  The  mailing of such cheque or the
              making of such payment by other means shall,  to the extent of the
              sum  represented  thereby plus the amount of any tax withheld,  as
              aforesaid,  satisfy and  discharge  the  liability for interest on
              such Debenture unless, in case of payment by cheque,  such cheques
              are not paid at par on presentation at any one of the places where
              such interest is, by the terms of such Debenture, made payable. In
              the event of  non-receipt of any such cheque or such other payment
              of  interest  by the Person to whom it is sent as  aforesaid,  the
              Corporation  shall  issue to such Person a  replacement  cheque or
              other  payment for a like amount  upon being  furnished  with such
              evidence of  non-receipt as it shall  reasonably  require and upon
              being indemnified to its satisfaction.

       (c)    None of the  Corporation,  the Trustee or any Paying Agent for any
              Debentures  issued  as  a  Registered  Global  Debenture  will  be
              responsible  or liable to any Person for any aspect of the records
              related to or payments made on account of beneficial  interests in
              any Registered Global Debenture or for maintaining, supervising or
              reviewing any records relating to such beneficial interests.

       (d)    Notwithstanding the provisions of Subsection 7.1(b), any indenture
              supplemental  hereto  providing  for the  issuance  of  Additional
              Debentures  may modify or supplement  the provisions of Subsection
              7.1(b) with respect to such Debentures.

7.2 OFFICE FOR  NOTICES,  PAYMENTS  AND  REGISTRATION  OF  TRANSFER,  ETC..  The
Corporation shall maintain, in Toronto,  Ontario and in such other places as the
Directors  shall  designate from time to time, an office or agency (which may be
an office of the Paying Agent) where:

       (a)    the Debentures may be presented for payment;
<PAGE>
FINOVA Trust Indenture                                             Page 33 of 61

       (b)    the Debentures may be presented for  registration  of transfer and
              for exchange as in this Indenture provided; and

       (c)    notices and demands to or upon the  Corporation  in respect of the
              Debentures or this Indenture may be served.

The Corporation  shall give to the Trustee written notice of the location of any
such  office  or  agency  and of any  change of  location  thereof.  In case the
Corporation  shall fail to  maintain  any such office or agency or shall fail to
give such  notice of the  location  or of any  change in the  location  thereof,
presentations and demands may be made and notices may be served at the principal
office of the Trustee in Toronto, Ontario.

7.3  APPOINTMENTS  TO FILL  VACANCIES  IN  TRUSTEE'S  OFFICE.  The  Corporation,
whenever  necessary  to avoid or fill a vacancy in the office of  trustee,  will
appoint a trustee, so that there shall at all times be a Trustee hereunder.

7.4 TRUSTEE'S  REMUNERATION AND EXPENSES. The Corporation covenants that it will
pay  to the  Trustee  remuneration  for  the  Trustee's  services  hereunder  in
accordance with the fee schedule agreed to by the parties,  as amended from time
to time,  and will pay or reimburse the Trustee upon the  Trustee's  request for
all  reasonable  expenses,  disbursements  and advances  incurred or made by the
Trustee  in the  administration  or  execution  of  the  trusts  hereby  created
(including the reasonable  compensation  and the  disbursements of the Trustee's
counsel and all other  advisers and  assistants  not  regularly in the Trustee's
employ),  both before any default  hereunder and thereafter  until all duties of
the Trustee under the trusts hereof shall be finally and fully performed, except
any such  expense,  disbursement  or  advance  as may arise  from the  Trustee's
negligence or wilful default.  Following and during the continuation of an Event
of Default, all amounts so payable shall be payable out of any funds coming into
the  possession  of the Trustee or its  successors  in the trusts  hereunder  in
priority to any payment of the  principal,  premium,  if any, or interest on the
Debentures.  Any  amount  due under  this  Section  7.4 and unpaid 30 days after
demand for such payment shall bear interest from the expiration of such 30 days,
at the rate normally charged by the Trustee on overdue accounts.

7.5 EXTENSION OF TIME. The  Corporation  covenants with the Trustee that it will
not, except with the approval of the Debentureholders expressed by Extraordinary
Resolution, directly or indirectly extend or assent to the extension of time for
payment of any coupons or interest payable hereunder or be a party to or approve
any such arrangement by purchasing or funding any of said coupons or interest or
in any  other  manner.  In case the  time for  payment  of any such  coupons  or
interest shall be so extended,  whether for a definite period or otherwise, such
coupons or interest  shall not be entitled in case of default  hereunder  to the
benefit of these  presents,  except  subject to the prior payment in full of the
principal of and premium,  if any, on all Debentures then outstanding and of all
matured  coupons and interest on such  Debentures,  the payment of which has not
been so extended, and of all other monies payable thereunder.

7.6 INSPECTION OF BOOKS BY TRUSTEE.  At all reasonable  times,  upon the written
request of the Trustee,  the Corporation will permit the Trustee,  by its agents
and attorneys, to make reasonable examinations of the books of account, records,
reports and other  papers of the  Corporation  and to take  copies and  extracts
therefrom.

7.7 PERFORMANCE OF COVENANTS BY TRUSTEE.  If the Corporation,  or the Guarantor,
if  applicable,  shall fail to perform any of its  covenants  contained  in this
Trust  Indenture,  then the  Trustee  may  notify the  Debentureholders  of such
failure on the part of the  Corporation  or the Guarantor or may itself  perform
any of such  covenants  capable of being  performed  by it, but,  subject to the
provisions of Section 8.3 and Section  13.2,  shall be under no obligation to do
so or to notify the  Debentureholders.  All sums so  expended or advanced by the
Trustee  shall be repayable as provided in Section 7.4. No such  performance  or
advance  by the  Trustee  shall be  deemed to  relieve  the  Corporation  or the
Guarantor of any default hereunder.
<PAGE>
FINOVA Trust Indenture                                             Page 34 of 61


7.8 ANNUAL  CERTIFICATE  OF  CORPORATION.  Within 120 days after the end of each
fiscal year of the  Corporation  in which Medium Term Notes are  outstanding  at
such  fiscal  year  end,  the  Corporation  shall  furnish  the  Trustee  with a
Certificate of the Corporation  stating that in the course of the performance by
the signatories of their duties as officers or directors of the Corporation they
would  normally  have  knowledge  of  any  default  by  the  Corporation  in the
performance  of its  covenants  under this  Indenture or of any Event of Default
under  ARTICLE 8 and  certifying  that the  Corporation  has  complied  with all
covenants,  conditions or other  requirements  contained in this Indenture,  the
non-compliance  with which would, with notification or with the lapse of time or
otherwise,  constitute  an Event of  Default  hereunder,  or, if such is not the
case, setting forth with reasonable particulars the circumstances of any failure
to comply.

7.9  ANNUAL  CERTIFICATE  OF  GUARANTOR.  Within  120 days after the end of each
fiscal year of the  Corporation  in which Medium Term Notes are  outstanding  at
such fiscal year end, the Guarantor shall furnish the Trustee with a Certificate
of  the  Guarantor  stating  that  in  the  course  of  the  performance  by the
signatories of their duties as officers or directors of the Guarantor they would
normally have  knowledge of any default by the Guarantor in the  performance  of
its  covenants  under this  Indenture or of any Event of Default under ARTICLE 8
and certifying that the Guarantor has complied with all covenants, conditions or
other requirements  contained in this Indenture,  the non-compliance  with which
would, with  notification or with the lapse of time or otherwise,  constitute an
Event of  Default  hereunder,  or, if such is not the case,  setting  forth with
reasonable particulars the circumstances of any failure to comply.

7.10 MAINTAIN CORPORATE  EXISTENCE.  Except as provided in ARTICLE 10 of this In
denture,  the Corporation and the Guarantor will each do or cause to be done all
things  necessary  to preserve  and keep in full force and effect its  corporate
existence and corporate power and authority.

7.11     PAYMENT OF TAXES AND OTHER CLAIMS.

       (a)    The  Corporation  will  pay or  discharge  or  cause to be paid or
              discharged, as and when the same shall become due and payable, all
              material  taxes,  assessments and  governmental  charges levied or
              imposed upon it or upon the income, profits or property of it, and
              all lawful  material  claims for labour,  materials  and  supplies
              which,  if unpaid,  might by law become alien upon the property of
              it; provided,  however,  that they shall not be required to pay or
              discharge  or  cause  to be  paid  or  discharged  any  such  tax,
              assessment,   charge  or  claim  whose  amount,  applicability  or
              validity  is  being   contested  in  good  faith  by   appropriate
              proceedings and for which adequate provision has been made.

       (b)    The  Guarantor  will  pay or  discharge  or  cause  to be  paid or
              discharged, as and when the same shall become due and payable, all
              material  taxes,  assessments and  governmental  charges levied or
              imposed upon it or any  Subsidiary or upon the income,  profits or
              property of it or any  Subsidiary,  and all lawful material claims
              for labour,  materials and supplies which, if unpaid, might by law
              become alien upon the property of it or any Subsidiary;  provided,
              however,  that they shall not be required to pay or  discharge  or
              cause to be paid or discharged any such tax, assessment, charge or
              claim whose amount,  applicability  or validity is being contested
              in good faith by  appropriate  proceedings  and for which adequate
              provision has been made.

7.12     REPORTS TO TRUSTEE.  The Guarantor shall:

       (a)    file with the  Trustee,  within 15 days  after  the  Guarantor  is
              required  to file the same  with the  SEC,  copies  of the  annual
              reports and of the  information,  documents  and other reports (or
<PAGE>
FINOVA Trust Indenture                                             Page 35 of 61

              copies of such  portions  of any of the  foregoing  as the SEC may
              from time to time by rules and regulations  prescribed)  which the
              Guarantor may be required to file with the SEC pursuant to Section
              13 or Section 15(d) of the SECURITIES EXCHANGE ACT of 1934; or, if
              the  Guarantor is not required to file  information,  documents or
              reports  pursuant to either of said  sections,  then it shall file
              with the  Trustee  and the  SEC,  in  accordance  with  rules  and
              regulations  prescribed  from time to time by the SEC, such of the
              supplementary  and  periodic  information,  documents  and reports
              which may be  required  pursuant  to section 13 of the  SECURITIES
              EXCHANGE  ACT  of  1934  in  respect  of  a  security  listed  and
              registered on a national  securities exchange as may be prescribed
              from time to time in such rules and regulations;

       (b)    file with the Trustee and the SEC,  in  accordance  with rules and
              regulations  prescribed  from  time  to  time  by  the  SEC,  such
              additional  information,  documents  and reports  with  respect to
              compliance by the Guarantor  with the  conditions and covenants of
              this  Indenture as may be required from time to time by such rules
              and regulations;

       (c)    transmit within 30 days after the filing thereof with the Trustee,
              in the manner and to the extent  provided  in  Subsection  7.12(b)
              with  respect to reports  pursuant  to  Subsection  7.12(a),  such
              summaries of any information, documents and reports required to be
              filed by the Guarantor  pursuant to paragraphs (a) and (b) of this
              Section as may be  required  by rules and  regulations  prescribed
              from time to time by the SEC; and

       (d)    not  require  the  Trustee to analyze  such  statements,  reports,
              documents or other  information  referred to above, or to evaluate
              the performance of the Guarantor, as indicated therein, in any way
              whatsoever.

7.13  COMPENSATION  OF THE  TRUSTEE.  To the extent not paid by the  Corporation
pursuant  to Section  7.4,  the  Guarantor,  covenants  and agrees to pay to the
Trustee from time to time, and the Trustee shall be entitled to compensation for
all  services  rendered  by it  hereunder  (which  shall not be  limited  to any
provision  of law in regard to the  compensation  of a  trustee  of any  express
trust), and, except as otherwise  expressly provided,  the Guarantor will pay or
reimburse   the  Trustee   upon  its  request  for  all   reasonable   expenses,
disbursements  and advances  incurred or made by the Trustee in accordance  with
any of the provisions of this Indenture  (including the reasonable  compensation
and expenses and  disbursements of its agents,  attorneys and counsel and of all
persons not regularly in its employ).

7.14 TO PERFORM  OBLIGATIONS.  Subject to the terms hereof,  the Corporation and
the Guarantor  will each do,  observe and perform or cause to be done,  observed
and  performed  all of its  respective  obligations  and all  matters and things
necessary  or  expedient  to be done,  observed  or  performed  by virtue of any
applicable law for the purpose of creating, performing or maintaining the trusts
herein referred to and will do, observe and perform all the  obligations  hereby
imposed on it. The  Corporation  and the  Guarantor  will  notify the Trustee in
writing upon becoming aware of an Event of Default.

7.15 ADDITIONAL INSTRUMENTS.  Upon request of the Trustee from time to time, the
Corporation  and the  Guarantor  shall  execute and deliver all such  additional
instruments  and will do all such  additional acts as may reasonably be required
or proper to carry out most effectively the purpose of this Indenture.

7.16  RESTRICTIVE  COVENANTS ON MEDIUM TERM NOTES.  So long as any of the Medium
Term Notes remain  outstanding,  the Guarantor will not, directly or indirectly,
nor will it permit any Restricted Subsidiary to, create, assume, incur or suffer
to be  created,  assumed  or  incurred  or to  exist  any  Lien  upon any of the
properties  of any  character  of the  Guarantor  or any  Restricted  Subsidiary
without  making  effective   provision   whereby  the  Medium  Term  Notes  then
outstanding  shall be secured  equally and ratably  with (or prior to) any other
obligation  or  indebtedness  so secured,  so long as such other  obligation  or
indebtedness  remains secured.  Notwithstanding the foregoing,  the Guarantor or
any Restricted Subsidiary, without so securing the Medium Term Notes, may:
<PAGE>
FINOVA Trust Indenture                                             Page 36 of 61

       (a)    lease property to others in the ordinary course of the business of
              the  Guarantor or any  Restricted  Subsidiary or lease or sublease
              any property if the property  subject thereto is not needed by the
              Guarantor or any  Restricted  Subsidiary  in the  operation of its
              business;

       (b)    create,  assume and incur  such  Liens or permit  such Liens to be
              created, assumed, incurred or to exist provided, in each case, the
              Lien secures  indebtedness for borrowed money,  including purchase
              money  indebtedness,  which is incurred to finance the acquisition
              of the  property  subject to such Lien and in respect of which the
              creditor has no recourse  against the Guarantor or any  Restricted
              Subsidiary  except recourse to such property or to the proceeds of
              any sale or lease of such property or both;

       (c)    make  any  deposit  with  or give  any  form  of  security  to any
              governmental  agency or other body  created or  approved by law or
              governmental  regulation  in order to enable the Guarantor or such
              Restricted   Subsidiary   to   maintain   self-insurance,   or  to
              participate in any fund in connection with workmen's compensation,
              unemployment   insurance,   old-age  pensions,   or  other  social
              security,  or  to  share  in  any  privileges  or  other  benefits
              available to corporations  participating in any such  arrangement,
              or for any other purpose at any time required by law or regulation
              promulgated by any governmental agency or office as a condition to
              the  transaction  of any business or the exercise of any privilege
              or license,  or deposit assets of the Guarantor or such Restricted
              Subsidiary  with any surety  company or clerk of any court,  or in
              escrow,  as collateral in connection with, or in lieu of, any bond
              on appeal by the Guarantor or such Restricted  Subsidiary from any
              judgment  or decree  against it, or in  connection  with any other
              proceedings in actions at law or suits in equity by or against the
              Guarantor or such Restricted Subsidiary;

       (d)    incur  or  suffer  to be  incurred  or to  exist  upon  any of its
              property  or  assets  (i)  Liens for  taxes,  assessment  or other
              governmental  charges  or  levies  which  are  not  yet due or are
              payable without penalty or of which the amount,  applicability  or
              validity is being  contested by the  Guarantor or such  Restricted
              Subsidiary  in  good  faith  by  appropriate  proceedings  and the
              Guarantor or such  Restricted  Subsidiary  shall have set aside on
              its books  reserves  which it deems to be  adequate  with  respect
              thereto  (segregated to the extent required by generally  accepted
              accounting principles), provided that foreclosure, distraint, sale
              or similar proceedings have not been commenced,  (ii) the Liens of
              any   judgment,   if  such   judgment   shall  not  have  remained
              undischarged,  or unstayed on appeal or  otherwise,  for more than
              six  months,  (iii)  undetermined  Liens or  charges  incident  to
              construction,    (iv)   materialmen's    mechanics',    workmen's,
              repairmen's or other like Liens arising in the ordinary  course of
              business in respect of obligations  which are not overdue or which
              are being contested by the Guarantor or such Restricted Subsidiary
              in good faith by  appropriate  proceedings,  or deposits to obtain
              the release of such Liens, or (v) any  encumbrances  consisting of
              zoning restrictions,  licenses,  easements and restrictions on the
              use of real property and minor defects and  irregularities  in the
              title  thereto,  which do not  materially  impair  the use of such
              property by the  Guarantor or such  Restricted  Subsidiary  in the
              operation  of its  business or the value of such  property for the
              purpose of such business;

       (e)    create  other Liens  incidental  to the conduct of its business or
              the  ownership  of its property and assets which were not incurred
              in  connection  with the  borrowing  of money or the  obtaining of
              advances or credit,  and which do not in the aggregate  materially
              detract  from the value of its  property  or assets or  materially
              impair the use thereof in the operation of its business;

       (f)    create or suffer to be created or to exist in favour of any lender
              of  moneys or holder of  commercial  paper of the  Guarantor  or a
              Restricted  Subsidiary  in  the  ordinary  course  of  business  a
              banker's   lien  or  right  of  offset  in  the   holder  of  such
              indebtedness or moneys of the Guarantor or a Restricted Subsidiary
<PAGE>
FINOVA Trust Indenture                                             Page 37 of 61

              deposited  with such  lender or holder in the  ordinary  course of
              business;

       (g)    create or suffer to be created or to exist with  respect to any of
              its property leasehold or purchase rights,  exercisable for a fair
              consideration, in favour of any Person which arise in transactions
              entered into in the ordinary course of business;

       (h)    assume  any Lien or permit any Lien to be assumed or exist if such
              Lien  is  on  property  or  shares  in  the  share  capital  of  a
              corporation  at the  time the  corporation  becomes  a  Restricted
              Subsidiary or merges into or consolidates  with the Guarantor or a
              Restricted Subsidiary;  provided,  however, that any such Lien may
              not be assumed or  permitted  to exist if such Lien is incurred in
              anticipation of such corporation becoming a Restricted  Subsidiary
              or in anticipation of such merger or consolidation;

       (i)    assume  any Lien or permit  any Lien to be assumed or exist if any
              such Lien is on property at the time the Guarantor or a Restricted
              Subsidiary acquires the property; provided, however, that any such
              Lien may not extend to any other  property  owned by the Guarantor
              or a Restricted Subsidiary at the time such Lien is assumed;

       (j)    assume,  create or suffer to be created or to exist, such Liens in
              an amount not to exceed in the  aggregate  U.S.$25,000,000  at any
              one time outstanding,  excluding Liens covered by other provisions
              or clauses 7.10(a) through (i) above; and

       (k)    create or suffer to be created or to exist in favour of any lender
              of moneys, any Lien that secures  indebtedness of the Guarantor or
              a Restricted  Subsidiary;  provided  that the sum of the following
              does not exceed 10% of Consolidated Net Tangible Assets:  (i) such
              indebtedness;  plus (ii) other  indebtedness  of the Guarantor and
              its  Restricted  Subsidiaries  secured by Liens on property of the
              Guarantor and its Restricted Subsidiaries,  excluding indebtedness
              secured by a Lien permitted by one of clauses  7.10(a) through (j)
              above.


                                    ARTICLE 8
                             DEFAULT AND ENFORCEMENT

8.1 EVENTS OF DEFAULT.

       (a)    Each of the following events is herein referred to as an "EVENT OF
              DEFAULT":

              (i)    if the  Corporation  makes  default in the due and punctual
                     payment of any  installment of interest on any Debenture as
                     and when such interest  installment becomes due and payable
                     as set forth in such  Debenture,  in this  Indenture or any
                     indenture  supplemental hereto expressed,  and such default
                     continues for a period of 30 days;

              (ii)   if the  Corporation  makes  default in the due and punctual
                     payment of the  principal  of or  premium,  if any,  on any
                     Debenture  as and  when  such  Debenture  becomes  due  and
                     payable, whether at maturity or otherwise;

              (iii)  if the  Corporation  makes  default  in the  payment of any
                     purchase or sinking  fund,  amortization  fund or analogous
                     fund or  installment  on any  Debenture  as and  when  such
                     payment  shall  become due and  payable,  and such  default
                     shall have continued for a period of 30 days;
<PAGE>
FINOVA Trust Indenture                                             Page 38 of 61

              (iv)   if the  Corporation  or the Guarantor  makes default in the
                     performance  or observance of any other of the covenants or
                     agreements on its part in this Indenture,  in any indenture
                     supplemental  hereto or in the  Debentures  contained  and,
                     after written notice is given to the Corporation and, where
                     applicable,  to the  Guarantor,  by the Trustee  specifying
                     such  default and  requiring  it to be remedied and stating
                     that  such a notice  is a "NOTICE  OF  DEFAULT"  hereunder,
                     which Notice of Default may be given by the Trustee, in its
                     discretion,  and shall be given by the Trustee upon receipt
                     by the  Corporation  and the Trustee of written notice from
                     the  Holders  of not less than 25% in  principal  amount of
                     Debentures at the time outstanding (excluding Debentures of
                     any series not entitled to the benefits of such covenant or
                     agreement),  the Corporation or the Guarantor,  as the case
                     may be,  shall fail to remedy such default or shall fail to
                     make provision deemed by the Trustee to be adequate for the
                     remedying of such default  within a period of 90 days after
                     receipt of the Notice of Default;

              (v)    if  a  resolution  of  the  Directors  is  passed  for  the
                     dissolution,  winding up or liquidation of the Corporation,
                     except  in the  course of  carrying  out or  pursuant  to a
                     transaction  in respect of which the  conditions of ARTICLE
                     10 are duly observed and performed;

              (vi)   if the Guarantor fails to make any payments  required of it
                     pursuant to its Guarantee;

              (vii)  an event of default, as defined in any mortgage,  indenture
                     or instrument,  including this Indenture, under which there
                     may  be  issued,  or by  which  there  may  be  secured  or
                     evidenced,  any  indebtedness  for  money  borrowed  of the
                     Corporation or the Guarantor, whether such indebtedness now
                     exists or shall  hereafter  be  created,  shall  happen and
                     shall result in such indebtedness in an amount in excess of
                     U.S. $15,000,000 becoming or being declared due and payable
                     prior to the date on which it would  otherwise  become  due
                     and  payable,  and such  acceleration  shall  not have been
                     rescinded or annulled,  or such indebtedness shall not have
                     been discharged, within a period of 10 days after there has
                     been  given,  by  registered  or  certified  mail,  to  the
                     Corporation  or  the  Guarantor  by the  Trustee  or to the
                     Corporation,  the  Guarantor and the Trustee by the holders
                     of at least  10% in  principal  amount  of the  outstanding
                     Medium Term Notes a written notice specifying such event of
                     default and requiring the  Corporation and the Guarantor to
                     cause such  acceleration  to be rescinded or annulled or to
                     cause such  indebtedness  to be discharged and stating that
                     such notice is a "Notice of Default"  hereunder;  provided,
                     however,  that the  Trustee  shall  not be  deemed  to have
                     knowledge  of such  default  unless  either (A) the Trustee
                     shall  have  actual  knowledge  of such  default or (B) the
                     Trustee shall have received written notice thereof from the
                     Corporation,  from the  Guarantor,  from the  holder of any
                     such  indebtedness  or from  any  trustee  under  any  such
                     mortgage, indenture or other instrument;

              (viii) if the Corporation or any Restricted Subsidiary institutes,
                     or consents to the institution of, an Insolvency Proceeding
                     or makes an  assignment  for the benefit of  creditors,  or
                     admits in writing its inability to pay its debts  generally
                     as they become due, or declares a moratorium on the payment
                     of creditors generally,  or shall be adjudicated  insolvent
                     or bankrupt,  or takes any corporate  action in furtherance
                     of any such purpose; and

              (ix)   if any Person  other than the  Corporation  or a Restricted
                     Subsidiary  institutes an Insolvency  Proceeding in respect
                     of the  Corporation  or a  Restricted  Subsidiary  and such
<PAGE>
FINOVA Trust Indenture                                             Page 39 of 61

                     Insolvency  Proceeding is not being diligently  defended in
                     good faith by the Corporation or the Restricted  Subsidiary
                     or the  Corporation or the Restricted  Subsidiary  fails to
                     have such  Insolvency  Proceeding  dismissed or effectively
                     stayed within 60 days of the commencement thereof.

       (b)    The Guarantor  shall provide notice to the Trustee  forthwith upon
              any  indebtedness  being declared due and payable in circumstances
              that, after notice and lapse of time, would give rise to the Event
              of Default referred to in paragraph  8.1(a)(vii).  The Corporation
              shall   provide   notice  to  the  Trustee   forthwith   upon  any
              indebtedness of the Corporation  being declared due and payable in
              circumstances  that,  after  notice and lapse of time,  would give
              rise to the Event of Default referred to in paragraph 8.1(a)(vii).
              The  Trustee  shall  provide the notice  referred to in  paragraph
              8.1(a)(vii)   forthwith   after  receiving  any  notice  from  the
              Guarantor or the Corporation  which is given under this Subsection
              8.1(b).

       (c)    If an Event of Default  shall  occur and is  continuing,  then the
              Trustee  shall,  within  45 days  after  it  becomes  aware of the
              occurrence of such Event of Default,  give notice of such Event of
              Default to the  Debentureholders in the manner provided in ARTICLE
              14; provided,  however, that,  notwithstanding the foregoing,  the
              Trustee  shall not be  required to give such notice if the Trustee
              in good faith  shall have  decided  that the  withholding  of such
              notice is in the best interests of the  Debentureholders and shall
              have so advised the Corporation in writing.

8.2 ACCELERATION ON DEFAULT.  If an Event of Default  hereunder has occurred and
is continuing, then the Trustee may in its discretion, and shall upon receipt of
a  Debentureholders'  Request,  declare  the  principal  of and  interest on all
Debentures  then  outstanding  and other monies payable  hereunder to be due and
payable and such amounts shall forthwith  become  immediately due and payable to
the   Trustee  on   demand,   anything   therein  or  herein  to  the   contrary
notwithstanding.  The  Corporation  shall on such  demand  forthwith  pay to the
Trustee for the benefit of the  Debentureholders  the  principal of, and accrued
and unpaid interest and interest on amounts in default on, such Debentures (and,
where such a declaration  is based upon a voluntary  dissolution,  winding-up or
liquidation of the  Corporation,  the premium,  if any, on the  Debentures  then
outstanding  which would have been  payable upon the  redemption  thereof by the
Corporation,  other than through  sinking fund  operations,  on the date of such
declaration)  and all other monies payable  thereunder  together with subsequent
interest  thereon  at the rates  borne by the  Debentures  from the date of such
declaration until payment is received by the Trustee,  such subsequent  interest
to be  payable  at the times  and  places  and in the  monies  mentioned  in and
according to the tenor of the  Debentures  and  coupons.  Such payment when made
shall  be  deemed  to  have  been  made  in  satisfaction  of the  Corporation's
obligations hereunder and any monies so received by the Trustee shall be applied
as herein provided.

8.3 WAIVER OF DEFAULT.  In case an Event of Default has occurred  otherwise than
by default in payment of any principal monies at maturity:

       (a)    the Holders of the Debentures then outstanding shall have power by
              Extraordinary Resolution to require the Trustee to waive the Event
              of Default and/or to cancel any declaration  and/or demand made by
              the  Trustee  pursuant  to  Section  8.2  and  the  Trustee  shall
              thereupon   waive  the  Event  of  Default   and/or   cancel  such
              declaration  and/or demand upon such terms and  conditions as such
              resolution   shall    prescribe;    provided,    however,    that,
              notwithstanding  the  foregoing,  if  the  Event  of  Default  has
              occurred by reason of the non-observance or non-performance by the
              Corporation  or, if  applicable,  the  Guarantor,  of any covenant
              applicable  only to one or more  particular  series of Debentures,
              then the Holders of the  outstanding  Debentures of that series or
              those   series,   as  the  case  may  be,  shall  be  entitled  by
<PAGE>
FINOVA Trust Indenture                                             Page 40 of 61

              Extraordinary Resolution (or by separate Extraordinary Resolutions
              if more than one series of  Debentures is so affected) to exercise
              the foregoing  power as if the  Debentures of that series or those
              series,  as the case may be, were the only Debentures  outstanding
              hereunder  and  the  Trustee  shall  so act  and it  shall  not be
              necessary  to obtain a waiver from the Holders of any other series
              of Debentures; and

       (b)    the Trustee,  so long as it has not become bound to institute  any
              proceedings  hereunder,  shall have power to waive the default if,
              in the  Trustee's  opinion,  the same  shall  have  been  cured or
              adequate  satisfaction made therefor,  and in such event to cancel
              any such declaration  and/or demand theretofor made by the Trustee
              in the exercise of its discretion,  upon such terms and conditions
              as the Trustee may deem advisable,

provided   that  no  act  or   omission   either  of  the   Trustee  or  of  the
Debentureholders  in the  premises  shall  extend  to or be taken in any  manner
whatsoever  to affect any  subsequent  Event of Default or the rights  resulting
therefrom.

8.4 PROCEEDINGS BY THE TRUSTEE.

       (a)    Subject to the  provisions of Section 8.3 and to the provisions of
              any  Extraordinary  Resolution,  whenever  any  Event  of  Default
              hereunder has occurred:

              (i)    the Trustee, in the exercise of its discretion, may proceed
                     to enforce  the rights of any or all of the Trustee and the
                     Debentureholders by any action,  suit, remedy or proceeding
                     authorized  or  permitted  by law or by equity and may file
                     such proofs of claim and other  papers or  documents as may
                     be  necessary  or  advisable in order to have the claims of
                     the  Trustee  and  the   Debentureholders   lodged  in  any
                     bankruptcy,   winding-up  or  other  judicial   proceedings
                     relative to the Corporation; and

              (ii)   upon receipt of a Debentureholders'  Request,  the Trustee,
                     subject to the  provisions of Section 13.2,  shall exercise
                     or  take  such  one  or  more  of  such   remedies  as  the
                     Debentureholders' Request may direct.

       (b)    No such remedy for the enforcement of the rights of the Trustee or
              of the Debentureholders  shall be exclusive of or dependent on any
              other such remedy,  but any one or more of such  remedies may from
              time to time be exercised independently or in combination.

       (c)    Upon the occurrence of an Event of Default and upon the exercising
              or taking by the  Trustee of any such  remedies,  whether or not a
              declaration  and demand have been made pursuant to the  provisions
              of Section 8.2, the principal and interest of all Debentures  then
              outstanding   and  the  other  monies  payable   pursuant  to  the
              provisions  of this  Indenture  shall,  if the  Trustee so elects,
              forthwith  become due and  payable to the Trustee as though such a
              declaration and a demand therefor had actually been made.

       (d)    All rights of action  hereunder  may be  enforced  by the  Trustee
              without the  possession of any of the Debentures or coupons or the
              production  thereof  at the  trial or other  proceedings  relative
              thereto.

       (e)    No delay or omission of the Trustee or of the  Debentureholders to
              exercise any remedy referred to in Subsection  8.4(a) shall impair
              any  such  remedy  or  shall be  construed  to be a waiver  of any
              default hereunder or acquiescence therein.

8.5 SUITS BY  DEBENTUREHOLDERS.  No Holder of any Debenture or coupon shall have
the right to institute  any action or proceeding or to exercise any other remedy
authorized by this Indenture for:
<PAGE>
FINOVA Trust Indenture                                             Page 41 of 61

       (a)    the   purpose   of   enforcing   any   rights  on  behalf  of  the
              Debentureholders;

       (b)    the execution of any trust or power hereunder;

       (c)    the appointment of a liquidator or receiver; or

       (d)    a receiving  order  under  bankruptcy  legislation  or to have the
              Corporation  wound  up  or  to  file  or  prove  a  claim  in  any
              liquidation or bankruptcy proceedings,

unless the Trustee  shall have failed to act within a reasonable  time after the
Debentureholders'  Request  referred to in Section 8.2 has been delivered to the
Trustee,  any funds and any  indemnity  required by it under the  provisions  of
Section  13.2 has been  tendered to it and any  Debentures  required by it to be
deposited  with the Trustee  under the  provisions  of Section 13.2 have been so
deposited. In such case, but not otherwise, any Debentureholder acting on behalf
of himself and all other  Debentureholders shall be entitled to take proceedings
in any court of  competent  jurisdiction  such as the  Trustee  might have taken
under the  provisions of Section 8.4, it being  understood  and intended that no
one or more Holders of  Debentures or coupons shall have any right in any manner
whatsoever to affect,  disturb or prejudice the rights hereby  created by his or
their action or to enforce any right hereunder or under any Debenture or coupon,
except subject to the conditions and in the manner herein  provided and that all
powers and trusts  hereunder shall be exercised and all proceedings at law shall
be instituted and maintained by the Trustee, except only as herein provided, and
in any event for the equal benefit of all Holders of all outstanding  Debentures
and coupons.

8.6  APPLICATION  OF MONIES  RECEIVED BY  TRUSTEE.  Except as  otherwise  herein
provided,  all monies arising from any  enforcement  hereof shall be held by the
Trustee and applied by it,  together with any other monies then or thereafter in
the hands of the Trustee available for the purpose, as follows:

       (a)    firstly,  in  payment  or  reimbursement  to  the  Trustee  of the
              reasonable remuneration,  expenses,  disbursements and advances of
              the  Trustee  earned,  incurred or made in the  administration  or
              execution of the trusts hereunder or otherwise in relation to this
              Indenture;

       (b)    secondly, in or towards payment of accrued and unpaid interest on,
              and  interest  on amounts in default  under,  the  Debentures  and
              coupons  which  shall  then  be  outstanding,  and  principal  and
              premium,  if any,  on the  Debentures,  in that order of  priority
              unless otherwise directed by Extraordinary  Resolution and in that
              case in such order of priority as between principal,  premium,  if
              any,  and  interest  as  may be  directed  by  such  Extraordinary
              Resolution; and

       (c)    thirdly,  the  surplus,  if any, of such  monies and any  interest
              accrued or earned on such monies  received by the Trustee shall be
              paid to the Corporation or its assigns.

8.7  DISTRIBUTION  OF  PROCEEDS.  Payment to Holders of  Debentures  and coupons
pursuant to the provisions of Subsection 8.6(b) shall be made as follows:

       (a)    at least 15 days  notice of every such  payment  shall be given in
              the manner  provided in ARTICLE 14 specifying  the time when,  and
              the place or places where,  the  Debentures  and coupons are to be
              presented  and the  amount  of the  payment  and  the  application
              thereof as between principal, premium, if any, and interest;

       (b)    payment of any Debenture or coupon shall be made upon presentation
              thereof at any one of the places  specified in such notice and any
              such   Debenture   or  coupon   thereby  paid  in  full  shall  be
              surrendered,  otherwise  a  memorandum  of such  payment  shall be
              endorsed thereon;  provided,  however, that the Trustee may in its
              discretion dispense with presentation and surrender or endorsement
              in any special  case upon such  indemnity  being given as it shall
              deem sufficient; and
<PAGE>
FINOVA Trust Indenture                                             Page 42 of 61

       (c)    from  and  after  the date of  payment  specified  in the  notice,
              interest  shall accrue only on the amount owing on each  Debenture
              and coupon  after  giving  credit  for the  amount of the  payment
              specified in such notice  unless it be duly  presented on or after
              the date so specified and payment of such amount not be made.

8.8 IMMUNITY OF  SHAREHOLDERS,  OFFICERS,  DIRECTORS AND EMPLOYEES.  No recourse
under or upon any obligation, covenant or agreement contained in this Indenture,
or in any Debenture or coupon issued  hereunder,  or under any judgment obtained
against the Corporation,  or the Guarantor, if applicable, or by the enforcement
of any  assessment,  or by any legal or  equitable  proceeding  by virtue of any
constitution  or statute,  or otherwise,  shall be had against any  shareholder,
officer,  director  or  employee  of  the  Corporation,  or  the  Guarantor,  if
applicable, or of any successor corporation to such corporations either directly
or through the Corporation or the Guarantor,  or otherwise,  for the payment for
or to the  Trustee or any  receiver or  liquidator,  for or to the Holder of any
Debentures or coupons issued hereunder or otherwise,  of any sum that may be due
and  unpaid by the  Corporation  or the  Guarantor  upon any such  Debenture  or
coupon.  Any and all  personal  liability  of every name and nature,  whether at
common law or in equity,  or by statute or by constitution or otherwise,  of any
such shareholder, officer, director or employee, by reason of the non-payment of
any shares of the share  capital of the  Corporation  or any act of  omission or
commission  on his part or  otherwise,  for the payment for or to the Trustee or
any receiver or liquidator, or for or to the Holder of any Debentures or coupons
issued hereunder or otherwise,  of any sum that may remain due and unpaid on the
Debentures  and coupons  issued  hereunder or any of them,  is hereby  expressly
waived and released as a condition of and as consideration  for the execution of
this Indenture and the issue of such Debentures and coupons.

8.9 REMEDIES CUMULATIVE. Each and every remedy herein conferred upon or reserved
to the Trustee, or upon or to the Holders of the Debentures, shall be cumulative
and shall be in addition to every other remedy  given  hereunder or now existing
or hereafter to exist by law, by statute or equity.

8.10  JUDGMENT  AGAINST  CORPORATION  AND  GUARANTOR.  The  Corporation  and the
Guarantor  covenant and agree with the Trustee that, in case of any  proceedings
to  obtain  judgment  for  the  principal  of or  interest  or  premium  on  the
Debentures,   judgment   may  be  rendered   against   them  in  favour  of  the
Debentureholders  hereunder,  or in  favour of the  Trustee,  as  trustee  of an
express trust for the  Debentureholders,  for any amount which may remain due in
respect of the  Debentures  and premium,  if any,  and interest  thereon and any
other monies payable hereunder by the Corporation or the Guarantor.

8.11 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,  PREMIUM AND INTEREST.
Notwithstanding  any other provision of this  Indenture,  the Holder of any U.S.
Debenture shall have the right, which is absolute and unconditional,  to receive
payment, as provided herein and in such U.S. Debenture, of the principal of (and
premium, if any), including any amount payable upon redemption, and interest on,
such U.S.  Debenture on the  respective due dates therefor and to institute suit
for the  enforcement of any such payment,  and such rights shall not be impaired
without the consent of such Holder.


                                    ARTICLE 9
                           SATISFACTION AND DISCHARGE

9.1  CANCELLATION.  All matured  coupons and Debentures  shall  forthwith  after
payment  thereof be delivered to the Trustee and  cancelled.  All Debentures and
coupons  cancelled or required to be cancelled under this or any other provision
of this  Indenture may be destroyed by or under the direction of the Trustee (in
the presence of a representative  of the Corporation if the Corporation shall so
<PAGE>
FINOVA Trust Indenture                                             Page 43 of 61

require)  and the  Trustee  shall  prepare  and  retain  a  certificate  of such
destruction and deliver a duplicate thereof to the Corporation.

9.2  NON-PRESENTATION  OF DEBENTURES AND COUPONS. If the Holder of any Debenture
or coupon  shall fail to present  the same for  payment on the date on which the
principal thereof,  the premium,  if any, thereon and/or the interest thereon or
represented  thereby  becomes  payable,  either at  maturity  or on  redemption,
purchase or otherwise,  or shall not accept payment on account  thereof and give
such receipt therefor, if any, as the Trustee may require, then:

       (a)    the Corporation shall be entitled to pay to the Trustee and direct
              it to set aside;

       (b)    in  respect  of monies in the  hands of the  Trustee  which may or
              should be applied to the payment or redemption of the  Debentures,
              the  Corporation  shall be  entitled  to direct the Trustee to set
              aside; or

       (c)    if the redemption was pursuant to notice given by the Trustee, the
              Trustee may itself set aside,

the principal monies and premium,  if any, and/or the interest,  as the case may
be, in trust to be paid to the  Holder  of such  Debenture  or  coupon  upon due
presentation  or surrender  thereof in  accordance  with the  provisions of this
Indenture and,  thereupon,  the principal monies and premium, if any, and/or the
interest  payable on or represented by each Debenture and each coupon in respect
whereof  such  monies  have been set aside shall be deemed to have been paid and
the Holder thereof shall thereafter have no right in respect thereof except that
of receiving payment of the monies so set aside by the Trustee (without interest
on such monies,  such interest being the property of the  Corporation)  upon due
presentation and surrender thereof,  subject always to the provisions of Section
9.4.

9.3 PAYING AGENT TO REPAY MONIES HELD.  Upon the  satisfaction  and discharge of
this  Indenture,  all  monies  then held by any Paying  Agent of the  Debentures
(other than the Trustee) shall, upon Written Order of the Corporation, be repaid
to it or paid to the Trustee,  and thereupon such Paying Agent shall be released
from all further liability with respect to such monies.

9.4 REPAYMENT OF UNCLAIMED MONIES TO CORPORATION. Subject to applicable law, any
monies set aside under the provisions of Section 9.2 in respect of any Debenture
or coupon and not  claimed by and paid to the Holder  thereof,  as  provided  in
Section  9.2,  within six years after the date of such setting  aside,  shall be
repaid to the  Corporation by the Trustee on written  demand,  and thereupon the
Trustee  shall be  released  from all  further  liability  with  respect to such
monies,  and thereafter,  subject to any other  requirements of law, such Holder
shall  have no rights in respect of such  Debenture  or coupon  except to obtain
payment of such monies  (without  interest  thereon) from the Corporation at any
time up to the  sixth  anniversary  of the date of  setting  aside.  All  monies
remaining  unclaimed on the sixth anniversary of the date of setting aside shall
become the property of the  Corporation and no other Person shall have any right
thereto.

9.5  SATISFACTION  AND  DISCHARGE.  Upon  proof  being  given to the  reasonable
satisfaction of the Trustee that:

       (a)    the principal of all of the Debentures,  or all of the outstanding
              Debentures of any series,  the premium thereon,  if any,  interest
              (including  interest on amounts  overdue) thereon and other monies
              payable hereunder have been paid or satisfied; or

       (b)    all  of the  outstanding  Debentures,  or  all of the  outstanding
              Debentures  of  any  series  when,  with  respect  to  all  of the
              outstanding Debentures or all of the outstanding Debentures of any
              series,  having matured or having been duly called for redemption,
              or the Trustee having been given irrevocable written  instructions
              by the Corporation to give,  within 90 days,  notice of redemption
<PAGE>
FINOVA Trust Indenture                                             Page 45 of 61

              of all  the  outstanding  Debentures,  or  all of the  outstanding
              Debentures of any series,  and such payment and/or  redemption has
              been duly and  effectually  provided for by payment to the Trustee
              or otherwise, and

upon payment of all costs, charges and expenses properly incurred by the Trustee
in relation to these  presents  and the  remuneration  of the  Trustee,  or upon
provision satisfactory to the Trustee being made therefor, the Trustee shall, at
the request and at the  expense of the  Corporation,  execute and deliver to the
Corporation  such deeds or other  instruments  as shall be requisite to evidence
the   satisfaction   and  discharge  of  this  Indenture  and/or  any  Indenture
supplemental  hereto and to  release  the  Corporation,  and the  Guarantor,  if
applicable,  from their covenants  herein and therein  contained with respect to
all the  outstanding  Debentures,  or all  such  outstanding  Debentures  of any
series, as the case may be, except those relating to the  indemnification of the
Trustee.

9.6 DEFEASANCE.  The  Corporation,  and the Guarantor,  if applicable,  shall be
deemed to have fully satisfied their obligations under this Indenture in respect
of all of the outstanding Debentures or all of the outstanding Debentures of any
series and the Trustee,  at the expense of the  Corporation,  shall  execute and
deliver proper instruments acknowledging the full release of the Corporation and
the Guarantor  from their  covenants  herein  contained in respect of all of the
outstanding  Debentures or all of the outstanding Debentures of any series when,
with  respect to all of the  outstanding  Debentures  or all of the  outstanding
Debentures of any series,  as the case may be, the  Corporation or the Guarantor
has deposited or caused to be deposited with the Trustee as:

       (a)    trust  funds  in  trust   pursuant   hereto,   or  made  provision
              satisfactory  to  the  Trustee  for  the  payment  of,  an  amount
              sufficient  to pay,  satisfy and  discharge  the entire  amount of
              principal and accrued and unpaid  interest to the maturity date of
              all the outstanding  Debentures or all the outstanding  Debentures
              of such series;

       (b)    trust property in trust pursuant hereto:

              (i)    in  the  event  the  Debentures  are  payable  in  Canadian
                     currency,   such  amount  of  direct   obligations  of,  or
                     obligations   the  principal  and  interest  of  which  are
                     guaranteed by:

                     (A)    the Government of Canada, or

                     (B)    a  province  of  Canada  which  are  rated  by  both
                            Dominion Bond Rating  Service  Limited and CBRS Inc.
                            (or their  successors or similar  recognized  rating
                            services) at least AA and A+,  respectively,  at the
                            time of the deposit thereof, or

              (ii)   in the event the  Debentures  are payable in United  States
                     currency,   such  amount  of  direct   obligations  of,  or
                     obligations   the  principal  and  interest  of  which  are
                     guaranteed  by,  the  Government  of the  United  States of
                     America,

              in each case as shall,  together with the income to accrue thereon
              without  consideration of any reinvestment  thereof, be sufficient
              in the opinion of an independent  chartered  accountant (which may
              include the Corporation's auditors or the Guarantor's auditors) to
              pay,  satisfy and  discharge  the entire  amount of principal  and
              accrued  and  unpaid  interest  to the  maturity  date  of all the
              outstanding  Debentures or all the outstanding  Debentures of such
              series and for the payment of any taxes  arising  with  respect to
              such deposited funds,  obligations and/or other securities as same
              shall become due from time to time; or

       (c)    the  Corporation  has delivered to the Trustee all the outstanding
              Debentures  or all the  outstanding  Debentures of such series for
              cancellation;
<PAGE>
FINOVA Trust Indenture                                             Page 45 of 61

provided that in any case:

       (d)    the Corporation or the Guarantor has paid or caused to be paid all
              other sums payable with respect to all the outstanding  Debentures
              or all the outstanding Debentures of such series; and

       (e)    the  Corporation  or the  Guarantor has delivered to the Trustee a
              Certificate of the  Corporation or a Certificate of the Guarantor,
              as the case may be,  stating  that all  conditions  precedent  set
              forth in this Section 9.6  relating to the  payment,  satisfaction
              and discharge of the outstanding  obligations  relating to all the
              outstanding  Debentures or all the outstanding  Debentures of such
              series  have  been  complied  with  by  the   Corporation  or  the
              Guarantor, as applicable.

Any  deposits  with the Trustee  referred  to in this  Section 9.6 shall be made
under the terms of an escrow trust agreement in form and substance  satisfactory
to the  Trustee  and which  provides  for the due and  punctual  payment  of the
principal  and accrued  interest of all the  outstanding  Debentures  or all the
outstanding Debentures of such series.

         Upon the  satisfaction  of the conditions set forth in this Section 9.6
with respect to all the outstanding Debentures or all the outstanding Debentures
of such series,  the  Corporation  and the Guarantor shall have and be deemed to
have satisfied all of their  obligations  under such  Debentures and any related
coupons and this Indenture  insofar as such  Debentures and any related  coupons
are concerned,  except for the following  which shall survive  unless  otherwise
terminated or discharged hereunder:

       (a)    the  rights of the  Holders  of such  Debentures  and any  related
              coupons to receive,  solely from the trust fund described  herein,
              payments in respect of principal, premium, if any, and interest on
              such Debentures and any related coupons when due;

       (b)    the obligations of the  Corporation  pursuant to the provisions of
              Sections 2.10, 3.1 to 3.7 inclusive, 7.2 and 7.4;

       (c)    the obligations of the  Corporation and the Guarantor  pursuant to
              Section 13.3;

       (d)    the rights,  powers,  trusts, duties and immunities of the Trustee
              hereunder; and

       (e)    this Section 9.6.

<PAGE>
FINOVA Trust Indenture                                             Page 46 of 61

                                   ARTICLE 10
                                   SUCCESSORS

10.1 GENERAL  PROVISIONS.  Nothing in this Indenture shall prevent, if otherwise
permitted by law, the reorganization,  consolidation,  amalgamation or merger of
the  Corporation  or the  Guarantor  with any other  corporation,  including any
Affiliate of the Corporation or the Guarantor,  or shall prevent the sale by the
Corporation  or the  Guarantor  of all or  substantially  all of its  assets  to
another  corporation,   including  any  Affiliate  of  the  Corporation  or  the
Guarantor, lawfully entitled to acquire and operate the same; provided, however,
that:

       (a)    no  condition  or event shall exist as to the  Corporation  or the
              Guarantor  or such  successor  or assign  either at the time of or
              immediately    after    such    reorganization,     consolidation,
              amalgamation, merger or sale and after giving full effect thereto,
              or immediately  after such successor or assign shall become liable
              to pay  the  principal,  premium,  if  any,  and  interest,  which
              constitutes  or would,  with the giving of notice or lapse of time
              or both,  constitute  a default or an Event of Default  hereunder;
              and

       (b)    every  such  successor  or  assign  shall,   as  a  part  of  such
              reorganization, consolidation, amalgamation, merger or sale and in
              consideration  thereof  enter into and execute  such  indenture or
              indentures  supplemental  hereto in favour of the  Trustee  as the
              Trustee may  reasonably  require  whereby such successor or assign
              covenants to:

              (i)    pay punctually when due the principal monies,  premium,  if
                     any, interest and other monies payable hereunder,

              (ii)   perform and observe  punctually all the  obligations of the
                     Corporation or the Guarantor, as the case may be, under and
                     in respect of all outstanding Debentures, and

              (iii)  observe and perform each and every  covenant and  agreement
                     of the  Corporation or the  Guarantor,  as the case may be,
                     herein  contained  as  fully  and  completely  as if it had
                     itself  executed this  Indenture as the  Corporation or the
                     Guarantor,  as the case may be,  and had  expressly  agreed
                     herein to observe and perform the same.

The  Trustee  shall   facilitate  every  such   reorganization,   consolidation,
amalgamation,  merger or sale and may give such  consents  and sign,  execute or
join in such  documents  and do such acts as in its  discretion  may be  thought
advisable in order that such reorganization, consolidation, amalgamation, merger
or sale may be carried out, and thereupon the  Corporation or the Guarantor,  as
applicable,  may be released and discharged  from liability under this Indenture
(if such  release and  discharge  would not in the  opinion of  Counsel,  acting
reasonably, prejudice the interests of the Debentureholders) and the Trustee may
execute any document or documents which it may be advised is or are necessary or
advisable for effecting or evidencing such release and discharge and the opinion
of Counsel as hereinafter  mentioned  shall be full warrant and authority to the
Trustee  for  so  doing.  As  a  condition   precedent  to  any  reorganization,
consolidation,  amalgamation, merger or sale proposed to be carried out pursuant
to the provisions of this Section 10.1, the Corporation or the Guarantor, as the
case may be,  shall  furnish to the Trustee an opinion of  Counsel,  in form and
substance  satisfactory  to the  Trustee,  as to the legality of any such action
proposed to be taken  pursuant to the  provisions of this Section 10.1 and as to
the compliance of any such action with the terms of this Indenture.

10.2  STATUS  OF  SUCCESSOR.  In  case  of  any  reorganization,  consolidation,
amalgamation,  merger or sale carried out pursuant to the  provisions of Section
10.1,  the successor or assign  referred to in Section 10.1,  upon  executing an
indenture or indentures  supplemental  hereto as provided in Section 10.1, shall
succeed to and be substituted for the Corporation or the Guarantor,  as the case
may be (which  may then be wound up, if so desired  by its  shareholders  and if
such winding-up would not terminate the existence of such  successor),  with the
same effect as if it had been named herein as the  Corporation or the Guarantor,
<PAGE>
FINOVA Trust Indenture                                             Page 47 of 61

as the case may be, and shall  possess and may exercise  each and every right of
the Corporation or the Guarantor, as the case may be, hereunder.


                                   ARTICLE 11
                          MEETINGS OF DEBENTUREHOLDERS

11.1 RIGHT TO CONVENE MEETING. The Trustee may at any time and from time to time
and  shall,   on  receipt  of  a  Written   Request  of  the  Corporation  or  a
Debentureholders'  Request,  upon  receiving  sufficient  funds,  and upon being
indemnified  to  its  reasonable  satisfaction  by  the  Corporation  or by  the
Debentureholders signing such Debentureholders'  Request against the costs which
may be incurred  in  connection  with the  calling and holding of such  meeting,
convene a meeting of the Debentureholders.  In the event of the Trustee failing,
within 30 days  after  receipt of such  request,  funds and  indemnity,  to give
notice convening such meeting, the Corporation or such Debentureholders,  as the
case may be, may convene such  meeting.  Every such meeting shall be held in the
City  of  Toronto,  Ontario,  or at  such  other  place  as may be  approved  or
determined by the Trustee.  The accidental  omission to give notice of a meeting
to any  Debentureholder  shall not invalidate any resolution  passed at any such
meeting.

11.2  NOTICE.  At  least 21 days  notice  of any  meeting  shall be given to the
Debentureholders  in the manner  provided in ARTICLE 14 and a copy thereof shall
be sent by post or personal  delivery to the Trustee unless the meeting has been
convened by it and to the  Corporation  unless the meeting has been  convened by
it. Such notice  shall state the time when and the place where the meeting is to
be held and  shall  state  briefly  the  general  nature of the  business  to be
transacted  thereat and it shall not be necessary for any such notice to set out
the terms of any  resolution  to be  proposed or any of the  provisions  of this
ARTICLE 11.

11.3 CHAIRMAN. Some individual, who need not be a Debentureholder,  nominated in
writing by the Trustee shall be chairman of the meeting of Debentureholders  and
if no  individual  is so  nominated,  or if the  individual  so nominated is not
present  within 15 minutes from the time fixed for the holding of the meeting or
is unwilling or unable to act, then the Debentureholders present in person or by
proxy shall choose some individual present to be chairman.

11.4 QUORUM. Subject to the provisions of Section 11.13:

       (c)    at any meeting of the Debentureholders,  a quorum shall consist of
              Debentureholders present in person or by proxy and representing at
              least 25% in principal amount of the outstanding Debentures;

       (a)    if a quorum of the Debentureholders shall not be present within 30
              minutes  from the time fixed for  holding  any  meeting,  then the
              meeting,   if   convened   by   the   Debentureholders   or  on  a
              Debentureholders'  Request,  shall be dissolved,  but if otherwise
              convened,  the meeting shall stand adjourned without notice to the
              same day in the next week  (unless  such day is not a Business Day
              in  which  case it shall  stand  adjourned  to the next  following
              Business Day  thereafter)  at the same time and place,  unless the
              chairman of such  meeting  shall  appoint  some other  place,  day
              and/or  time of which not less than  seven  days  notice  shall be
              given in the manner provided in ARTICLE 14; and

       (d)    at the adjourned meeting, the  Debentureholders  present in Person
              or by proxy shall form a quorum and may  transact the business for
              which the meeting was  originally  convened  notwithstanding  that
              they may not represent 25% in principal  amount of the outstanding
              Debentures.

11.5 POWER TO  ADJOURN.  The  chairman  of any  meeting at which a quorum of the
Debentureholders  is present may,  with the consent of the Holders of a majority
in principal  amount of the  Debentures  represented  thereat,  adjourn any such
meeting and no notice of such adjournment  need be given except such notice,  if
any, as the meeting may prescribe.
<PAGE>
FINOVA Trust Indenture                                             Page 48 of 61

11.6 SHOW OF HANDS.  Every question  submitted to a meeting of  Debentureholders
shall,  subject to the provisions of Section 11.7, be decided in the first place
by a  majority  of the  votes  given on a show of  hands  except  that  votes on
Extraordinary  Resolutions shall be given in the manner hereinafter provided. At
any such meeting, unless a poll is demanded as herein provided, a declaration by
the chairman that a resolution  has been carried or carried  unanimously or by a
particular  majority or lost or not carried by a  particular  majority  shall be
conclusive  evidence of the fact. The chairman of any meeting shall be entitled,
both on a show of hands and on a poll, to vote in respect of the Debentures,  if
any, held by him.

11.7  POLL.  On  every  Extraordinary  Resolution,  and  on any  other  question
submitted to a meeting when demanded by the chairman,  or by any Debentureholder
or proxies  for  Debentureholders  holding not less than  $100,000 in  aggregate
principal  amount of Debentures,  after a vote by show of hands, a poll shall be
taken  in such  manner  as the  chairman  shall  direct.  Questions  other  than
Extraordinary  Resolutions  shall if a poll be taken, be decided by the votes of
the Holders of more than 50% in principal  amount of the Debentures  represented
at the meeting and voted on the poll.

11.8  VOTING.  On a show of hands,  every  Person who is present and entitled to
vote,  whether  as a  Debentureholder  or  as  proxy  for  one  or  more  absent
Debentureholders  or both, shall have one vote. On a poll, each  Debentureholder
present in person or  represented  by a proxy duly  appointed by  instrument  in
writing shall be entitled to one vote in respect of each $1,000 principal amount
of  Debentures  of  which  he  shall  then be the  Holder.  Each  Holder  of any
Debentures  payable in a currency or currency unit other than  Canadian  dollars
shall have one vote for every $1,000  principal  amount of  Debentures  computed
after  conversion of the principal  amount thereof at the applicable spot buying
rate of exchange for such  currency or currency  unit as reported by the Bank of
Canada at the close of business on the Business Day next preceding such meeting.
Any fractional  amounts  resulting from such computation shall be rounded to the
nearest  $1,000.  A proxy  need not be a  Debentureholder.  In the case of joint
registered  Debentureholders,  any one of them  present in person or by proxy at
the meeting may vote in the absence of the other or others;  provided,  however,
that in case more than one of them be  present  in person or by proxy they shall
vote as one in respect  of the  Debentures  of which  they are joint  registered
Holders.

11.9  REGULATIONS.  The  Trustee,  or the  Corporation  with the approval of the
Trustee,  may from time to time make and from time to time vary such regulations
as it shall from time to time think fit:

       (a)    for the issue of voting certificates to any:

              (i)    bank,  trust  company or other  depositary  approved by the
                     Trustee certifying that specified  unregistered  Debentures
                     have been  deposited  with it by a named  Holder  and shall
                     remain on deposit until after the meeting, or

              (ii)   bank,  trust  company,   insurance  company,   governmental
                     department  or agency  approved by the  Trustee  certifying
                     that it is the Holder of specified unregistered  Debentures
                     and  shall  continue  to hold  the  same  until  after  the
                     meeting,

              which voting  certificates shall entitle the Holders named therein
              to be present and vote at any such meeting and at any  adjournment
              thereof or to appoint a proxy or  proxies  to  represent  them and
              vote for them at any such meeting and at any adjournment  thereof,
              in the same  manner and with the same effect as though the Holders
              so named in such voting  certificates  were the actual  bearers of
              the Debentures specified therein;
<PAGE>
FINOVA Trust Indenture                                             Page 49 of 61

       (b)    for  the  deposit  of  any  voting  certificates  and  instruments
              appointing  proxies at such place as the Trustee,  the Corporation
              or the Debentureholders convening the meeting, as the case may be,
              may in the notice convening the meeting direct;

       (c)    for  the  deposit  of  any  voting  certificates  and  instruments
              appointing proxies at some approved place or places other than the
              place at which the meeting is to be held and enabling  particulars
              of such voting certificates and instruments  appointing proxies to
              be mailed or  otherwise  transmitted  before  the  meeting  to the
              Corporation or to the Trustee at the place where the same is to be
              held and for the  voting of  proxies  so  deposited  as though the
              instruments themselves were produced at the meeting; and

       (d)    with  respect  to proof of the  holding of  Debentures  and of the
              appointment of proxies,  the  appointment and duties of inspectors
              of votes, the submission and examination of proxies,  certificates
              and other  evidence  of the right to vote and such  other  matters
              concerning the conduct of the meeting as it shall think fit.

Any  regulations  so made shall be binding and  effective and the votes given in
accordance  therewith  shall  be  valid  and  shall  be  counted.  Save  as such
regulations may provide, the only Persons who shall be recognized at any meeting
as the  Holders of any  Debentures,  or as entitled to vote or be present at the
meeting in  respect  thereof,  shall be  Holders  and  Persons  whom  Holders of
registered  Debentures  have by  instrument  in writing duly  appointed as their
proxies.

11.10  CORPORATION,  GUARANTOR AND TRUSTEE MAY BE REPRESENTED.  The Corporation,
the  Guarantor  and  the  Trustee,  by  their  respective  employees,  officers,
directors and legal advisers, may attend any meeting of the Debentureholders but
shall have no vote as such.

11.11 POWERS EXERCISABLE BY EXTRAORDINARY  RESOLUTION.  In addition to all other
powers  conferred upon them by any other provisions of this Indenture or by law,
a meeting of the  Debentureholders  shall have the following powers  exercisable
from time to time by Extraordinary Resolution:

       (a)    power   to   sanction   any   scheme   for   the   reorganization,
              consolidation,  amalgamation  or merger of the  Corporation or the
              Guarantor  with any other  corporation,  or for the sale of all or
              substantially  all  of  the  assets  of  the  Corporation  or  the
              Guarantor;  provided,  however,  that no such  sanction  shall  be
              necessary  for  a  reorganization,   consolidation,  amalgamation,
              merger or sale carried out in  compliance  with the  provisions of
              ARTICLE 10;

       (b)    power  to  require  the  Trustee  to  exercise  or  refrain   from
              exercising  any of the powers  conferred upon it by this Indenture
              or any  Debenture  or to  waive  any  default  on the  part of the
              Corporation,  either unconditionally or, upon such terms as may be
              decided upon and to annul and to direct the Trustee to annul,  any
              declaration  or demand made pursuant to the  provisions of Section
              8.2 in respect of such default;

       (c)    power to remove  the  Trustee  from  office  and to  appoint a new
              trustee or trustees in accordance with Section 13.8;

       (d)    power to sanction any change  whatsoever  of any  provision of the
              Debentures  or  coupons  or of  this  Indenture  agreed  to by the
              Corporation  or the  Guarantor and any  modification,  alteration,
              abrogation,  compromise  or  arrangement  of or in  respect of the
              rights of the  Debentureholders  against the  Corporation,  or the
              Guarantor, if applicable, or against their property,  whether such
              rights shall arise under the  provisions  of this  Indenture,  the
              Debentures or coupons or otherwise;
<PAGE>
FINOVA Trust Indenture                                             Page 50 of 61

       (e)    power to sanction the exchange of the Debentures or coupons for or
              the  conversion  thereof into shares,  bonds,  debentures or other
              securities of the Corporation or of any  corporation  formed or to
              be formed;

       (f)    power  to  assent  to  any   compromise  or   arrangement  by  the
              Corporation or the Guarantor with any creditor, creditors or class
              or  classes  of  creditors  or with the  holders  of any shares or
              securities of the Corporation or the Guarantor;

       (g)    power to  commence,  carry on and settle any  action  against  the
              Trustee in respect of the performance of its duties hereunder;

       (h)    power to authorize  the Trustee,  in the event of the  Corporation
              making an  authorized  assignment  or proposal,  or a custodian or
              trustee  being  appointed,   under  bankruptcy  legislation  or  a
              liquidator   being   appointed,   for   and  on   behalf   of  the
              Debentureholders,  and in  addition to any claim or debt proved or
              made for its own account as Trustee  hereunder,  to file and prove
              any claim or debt against the  Corporation and its property for an
              amount  equivalent to the aggregate amount which may be payable in
              respect of the  Debentures,  value security and vote such claim or
              debt at meetings of creditors  and generally act for and on behalf
              of the Debentureholders in such proceedings as such resolution may
              provide;

       (i)    power  to  restrain   any  Holder  of  any   Debenture  or  coupon
              outstanding  hereunder from taking or instituting any action, suit
              or proceeding for the execution of any trust or power hereunder or
              for the  appointment  of a  custodian,  sequestrator,  liquidator,
              receiver  manager or receiver or trustee in  bankruptcy or to have
              the Corporation  wound up or for any other remedy hereunder and to
              direct such Holder of any Debenture or coupon to waive any default
              or  defaults  by the  Corporation  on which  any  action,  suit or
              proceeding is founded;

       (j)    power to direct any  Debentureholder  bringing any action, suit or
              proceeding  and the  Trustee  to waive the  default  in respect of
              which  such  action,  suit or other  proceeding  shall  have  been
              brought  and to stay  or  discontinue  any  such  action,  suit or
              proceeding  upon  payment  to each  such  Debentureholder  of such
              Debentureholder's   costs,  provided  that  the  action,  suit  or
              proceeding  was  authorized  pursuant to the provisions of Section
              8.5;

       (k)    power to  require  the  Trustee  to make a  declaration  under the
              provisions  of Section 8.2 and/or to proceed to enforce any remedy
              available  hereunder,  but subject  always to compliance  with the
              provisions of Section 8.3;

       (l)    power to  amend,  alter or  repeal  any  Extraordinary  Resolution
              previously passed or sanctioned by the Debentureholders;

       (m)    power to appoint a committee with power and authority  (subject to
              such   limitations,   if  any,  as  may  be   prescribed   in  the
              Extraordinary   Resolution)   to   exercise   on   behalf  of  the
              Debentureholders  such  of  the  powers  of  the  Debentureholders
              exercisable  by  Extraordinary  Resolution or other  resolution as
              shall be included in such appointment; and

       (n)    power to assent to any modification of or change in or addition to
              or omission from the provisions  contained in this Indenture which
              shall be agreed to by the  Corporation  and the  Guarantor  and to
              authorize  the  Trustee  to concur in and  execute  any  indenture
              supplemental  to this Indenture  embodying any such  modification,
              change,  addition or omission or any deeds,  documents or writings
              authorized by such resolution.
<PAGE>
FINOVA Trust Indenture                                             Page 51 of 61

11.12 POWERS  CUMULATIVE.  It is hereby declared and agreed that any one or more
of the powers and any  combination of the powers in this Indenture  stated to be
exercisable by the Debentureholders by Extraordinary Resolution or otherwise may
be  exercised  from  time to time  and the  exercise  of any one or more of such
powers or any  combination  of powers  from time to time  shall not be deemed to
exhaust the right of the  Debentureholders  to exercise  such power or powers or
combination  of powers  then,  or any power or powers or  combination  of powers
thereafter, from time to time.

11.13 MEANING OF "EXTRAORDINARY RESOLUTION"".

       (a)    The expression "EXTRAORDINARY  RESOLUTION" when used in this Trust
              Indenture means,  subject as hereinafter  provided in this Section
              11.13 and in Sections 11.15 and 11.17, a resolution proposed to be
              passed  as  an   Extraordinary   Resolution   at  a   meeting   of
              Debentureholders  duly  convened  for  the  purpose  and  held  in
              accordance  with the  provisions  of this  ARTICLE 11 at which the
              Holders  of more than 25% in  principal  amount of the  Debentures
              then  outstanding  are present in person or by proxy and passed by
              the  favourable  votes of the  Holders of not less than 66 2/3% of
              the principal amount of Debentures  represented at the meeting and
              voted on a poll upon such resolution.

       (b)    If at any such  meeting the Holders of more than 25% in  principal
              amount of the Debentures  outstanding are not present in person or
              by proxy  within  30  minutes  after  the time  appointed  for the
              meeting, then the meeting, if convened by Debentureholders or on a
              Debentureholders'  Request,  shall be dissolved,  but if otherwise
              convened, the meeting shall stand adjourned to such day, being not
              less than 21 nor more than 60 days  later,  and to such  place and
              time as may be appointed by the chairman of the meeting.  Not less
              than 10 days  notice  shall be given of the time and place of such
              adjourned  meeting in the manner  provided  in  ARTICLE  14.  Such
              notice  shall  state  that,   at  the   adjourned   meeting,   the
              Debentureholders present in person or by proxy shall form a quorum
              but it shall not be  necessary to set forth the purposes for which
              the meeting was originally called or any other particulars. At the
              adjourned  meeting  the  Debentureholders  present in person or by
              proxy shall form a quorum and may  transact the business for which
              the meeting was originally  convened and a resolution  proposed at
              such  adjourned  meeting  and  passed  by the  requisite  vote  as
              provided  in  Subsection   11.13(a)  shall  be  an   Extraordinary
              Resolution  within the meeting of this Indenture,  notwithstanding
              that the  Holders  of more  than 25% in  principal  amount  of the
              Debentures then  outstanding are not present in person or by proxy
              at such adjourned meeting.

       (c)    Votes on an  Extraordinary  Resolution  shall always be given on a
              poll and no demand for a poll on an Extraordinary Resolution shall
              be necessary.

11.14 MINUTES.  Minutes of all resolutions and proceedings at every such meeting
as  aforesaid  shall be made and duly  entered  in books to be from time to time
provided for that purpose by the Trustee at the expense of the Corporation  and,
any such minutes as aforesaid, if signed by the chairman of the meeting at which
such  resolutions were passed or proceedings had, or by the chairman of the next
succeeding meeting of the Debentureholders, shall be prima facie evidence of the
matters therein stated and, until the contrary is proved, every such meeting, in
respect of the  proceedings  of which  minutes  shall  have been made,  shall be
deemed to have been duly held and convened,  and all resolutions  passed thereat
or proceedings taken, to have been duly passed and taken.

11.15 INSTRUMENTS IN WRITING.  All actions that may be taken and all powers that
may be exercised by the  Debentureholders  at a meeting held as hereinbefore set
forth in this  ARTICLE 11 may also be taken and  exercised by the Holders of not
less than 66 2/3% in principal  amount of all the  outstanding  Debentures by an
instrument  in writing  signed in one or more  counterparts  and the  expression
"EXTRAORDINARY  RESOLUTION"  when used in this Trust  Indenture shall include an
instrument so signed.  Proof of the execution of an instrument in writing by any
Debentureholder  may be made by the  certificate of any notary public,  or other
<PAGE>
FINOVA Trust Indenture                                             Page 52 of 61

officer  with  similar   powers,   that  the  Person  signing  such   instrument
acknowledged  to him the execution  thereof,  or by an affidavit of a witness to
such  execution or in any other manner which the Trustee may consider  adequate.
Any  instrument  in  writing  signed as herein  provided  shall  bind all future
Holders of the same Debenture or any Debenture or Debentures  issued in exchange
therefor in respect of  anything  done or  suffered  by the  Corporation  or the
Trustee in pursuance thereof.

11.16 BINDING EFFECT OF RESOLUTIONS. Subject to the provisions of Section 11.17,
every resolution and every  Extraordinary  Resolution  passed in accordance with
the  provisions  of this  ARTICLE 11 at a meeting of  Debentureholders  shall be
binding upon all the  Debentureholders,  whether  present at or absent from such
meeting,   and  every  instrument  in  writing  signed  by  Debentureholders  in
accordance  with the  provisions  of Section 11.15 shall be binding upon all the
Debentureholders,  whether  signatories  thereto  or not,  and  each  and  every
Debentureholder  and the Trustee  (subject to the  provisions  for its indemnity
herein  contained)  shall be  bound to give  effect  accordingly  to every  such
resolution, Extraordinary Resolution and instrument in writing.

11.17 SERIAL MEETINGS.

       (a)    If any business to be transacted at a meeting of Debentureholders,
              or any action to be taken or power to be exercised  by  instrument
              in  writing  under the  provisions  of Section  11.15,  especially
              affects  the rights of the  Holders of  Debentures  of one or more
              series or  maturities  in a manner  or to an extent  substantially
              differing  from that in or to which it  affects  the rights of the
              Holders of Debentures of any other series or maturity (as to which
              an opinion of  Counsel  shall be binding on all  Debentureholders,
              the Trustee and the Corporation for all purposes hereof), then:

              (i)    reference to such fact,  indicating each series or maturity
                     so especially affected, shall be made in the notice of such
                     meeting  and the  meeting  shall be and is herein  called a
                     "serial meeting"; and

              (ii)   the  Holders  of  Debentures  of a series  or  maturity  so
                     especially  affected shall not be bound by any action taken
                     at a serial  meeting or by  instrument in writing under the
                     provisions   of  Section   11.15   unless  in  addition  to
                     compliance with the other provisions of this ARTICLE 11:

                     (A)    at such serial meeting:

                            (1)    there  are  present  in  person  or by  proxy
                                   Holders of at least 25% in  principal  amount
                                   of the outstanding  Debentures of such series
                                   or  maturity,  subject to the  provisions  of
                                   this ARTICLE 11 as to adjourned meetings, and

                            (2)    the  resolution  is passed by the  favourable
                                   votes of the  Holders of more than 50% (or in
                                   the case of an  Extraordinary  Resolution not
                                   less  than 66 2/3%) in  principal  amount  of
                                   Debentures  of such series or maturity  voted
                                   on the resolution, or

                     (B)    in the case of action  taken or power  exercised  by
                            instrument  in  writing  under  the   provisions  of
                            Section 11.15,  such  instrument is signed in one or
                            more counterparts by the Holders of not less than 66
                            2/3%  in   principal   amount  of  the   outstanding
                            Debentures of such series or maturity.
<PAGE>
FINOVA Trust Indenture                                             Page 53 of 61


       (b)    If in the opinion of Counsel any business to be  transacted at any
              meeting,  or any  action to be taken or power to be  exercised  by
              instrument in writing under the provisions of Section 11.15,  does
              not  adversely  affect the rights of the Holders of  Debentures of
              one or more particular  series or maturities,  then the provisions
              of this ARTICLE 11 shall apply as if the Debentures of such series
              or maturity were not outstanding and no notice of any such meeting
              need be given to the  Holders  of  Debentures  of such  series  or
              maturity.  Without  limiting the  generality of the  foregoing,  a
              proposal to modify or terminate any covenant or agreement which by
              its terms is effective  only so long as Debentures of a particular
              series  or  maturity  are  outstanding  shall  be  deemed  not  to
              adversely  affect the rights of the Holders of  Debentures  of any
              other series or maturity.

       (c)    A proposal to:

              (i)    extend the maturity of Debentures of any particular  series
                     or maturity or reduce the principal  amount  thereof or the
                     rate of interest or redemption premium thereon;

              (ii)   modify or terminate any covenant or agreement  which by its
                     terms  is  effective  only  so  long  as  Debentures  of  a
                     particular series or maturity are outstanding; or

              (iii)  reduce  with  respect  to  Holders  of   Debentures   of  a
                     particular  series or  maturity  any  percentage  stated in
                     Sections  1.1,  11.4,  11.7,  11.13,  or  11.15  or in this
                     Section 11.17,

              shall be deemed to especially  affect the rights of the Holders of
              Debentures  of such series or  maturity,  as the case may be, in a
              manner  substantially  differing from that in which it affects the
              rights of Holders of  Debentures  of any other series or maturity,
              whether or not a similar  extension,  reduction,  modification  or
              termination  is proposed  with respect to Debentures of any or all
              other series and maturities.


                                   ARTICLE 12
                             SUPPLEMENTAL INDENTURES

12.1 EXECUTION OF SUPPLEMENTAL  INDENTURES.  From time to time the  Corporation,
and the  Guarantor,  if  applicable,  (when  authorized  by a resolution  of its
respective  directors)  and the Trustee may,  subject to the provisions of these
presents,  and they shall,  when so directed or required  under this  Indenture,
execute and deliver by their proper  officers,  Indentures or other  instruments
supplemental  hereto,  which thereafter  shall form part hereof,  for any one or
more or all of the following purposes:

       (a)    creating any Additional  Debentures and  establishing the terms of
              any Additional Debentures and the forms and denominations in which
              they may be issued as provided in ARTICLE 2;

       (b)    deleting,  modifying or adding to the covenants of the Corporation
              or the  Guarantor  herein  contained  for  the  protection  of the
              Holders of the  Debentures or of the  Debentures of any series and
              providing for events of default in addition to those  specified in
              ARTICLE 8;

       (c)    evidencing   the  succession  of  successors  or  assigns  to  the
              Corporation or the Guarantor and the covenants of and  obligations
              assumed  by such  successors  or assigns  in  accordance  with the
              provisions of ARTICLE 10;

       (d)    giving effect to any  Extraordinary  Resolution passed as provided
              in ARTICLE 11;

<PAGE>
FINOVA Trust Indenture                                             Page 54 of 61

       (e)    adding to or  altering  the  provisions  hereof in  respect of the
              registration and transfer of Debentures,  making provision for the
              issue of  Debentures  in forms or  denominations  other than those
              herein  provided  for  and  for  the  exchange  of  Debentures  of
              different forms and  denominations and making any modifications in
              the forms of the  Debentures  and coupons  which in the opinion of
              Counsel do not affect the substance thereof;

       (f)    making any  additions to,  deletions  from or  alterations  of the
              provisions  of this  Indenture  which  the  Corporation  may  deem
              necessary  or  advisable  in order to  facilitate  the sale of the
              Debentures and which, in the opinion of Counsel,  do not adversely
              affect in any substantial  respect the interests of the Holders of
              the   Debentures,   or  any  series  or  maturity   thereof   then
              outstanding,  including  without  limiting the  generality  of the
              foregoing such  additions,  deletions and  alterations  (including
              provision  for  the  appointment  of an  additional  trustee  or a
              co-trustee  in any  jurisdiction)  as would be  required to comply
              with the provisions relating to trust indentures  contained in any
              corporations  act,  securities act, trust indenture act or similar
              legislation in any  jurisdiction in which Debentures may have been
              sold  or  in  which  the   Corporation  may  desire  to  sell  the
              Debentures;

       (g)    making any additions or  alterations  to, or deletions  from,  the
              provisions of this  Indenture  which in the opinion of Counsel may
              from time to time be necessary or advisable to conform the same to
              Trust Indenture Legislation;

       (h)    making such provisions not inconsistent with this Indenture as may
              be  necessary  or  desirable  with respect to matters or questions
              arising  hereunder  or for the  purpose of  obtaining a listing or
              quotation  of the  Debentures  or any series  thereof on any stock
              exchange or providing additional means of transferring  Debentures
              or additional or other  provisions  relating to Debentures,  or to
              facilitate  the sale of any Additional  Debentures,  provided that
              such provisions are not, in the opinion of Counsel, prejudicial to
              the interests of the Debentureholders; and

       (i)    for any  other  purpose  not  inconsistent  with the terms of this
              Indenture,   including,  without  limitation,  the  correction  or
              rectification of any ambiguities,  defective provisions, errors or
              omissions  herein,  provided  that in the  opinion of Counsel  the
              rights of the  Trustee and of the  Debentureholders  are in no way
              prejudiced thereby.

12.2  CORRECTION  OF MANIFEST  ERRORS.  The  Corporation,  the Guarantor and the
Trustee may,  without the consent or  concurrence  of the  Debentureholders,  by
supplemental  indenture or otherwise,  make any changes or  corrections  in this
Indenture  which the Trustee shall have been advised by Counsel are required for
the purpose of curing or correcting  any ambiguity or defective or  inconsistent
provisions or clerical  omission or mistake or manifest error contained  herein,
or in any deed or indenture  supplemental or ancillary hereto,  provided that in
the opinion of the Trustee the rights of the Trustee and of the Debentureholders
are in no way prejudiced thereby.


                                   ARTICLE 13
                             CONCERNING THE TRUSTEE

13.1 TRUST INDENTURE LEGISLATION.

       (a)    If and to the extent that any provision of this Indenture  limits,
              qualifies  or  conflicts  with a  mandatory  requirement  of Trust
              Indenture Legislation, such mandatory requirement shall prevail.
<PAGE>
FINOVA Trust Indenture                                             Page 55 of 61

       (b)    The  Corporation,  the  Guarantor  and the Trustee agree that each
              shall at all times in relation to this Indenture and any action to
              be taken hereunder, observe and comply with and be entitled to the
              benefits of Trust Indenture Legislation.

13.2 RIGHTS AND DUTIES OF TRUSTEE.

       (a)    In the exercise of the rights,  duties and obligations  prescribed
              or conferred by the terms of this Indenture, the Trustee shall act
              honestly  and in good faith with a view to the best  interests  of
              the  Debentureholders  and  shall  exercise  that  degree of care,
              diligence  and  skill  that a  reasonably  prudent  trustee  would
              exercise in comparable circumstances.

       (b)    Subject  only  to  the  provisions  of  Subsection  13.2(a),   the
              obligation of the Trustee to commence or continue any act,  action
              or  proceeding  for the  purpose  of  enforcing  any rights of the
              Trustee or the  Debentureholders  hereunder  shall be  conditional
              upon the Debentureholders  furnishing,  when required by notice in
              writing by the Trustee,  sufficient  funds to commence or continue
              such  act,   action  or  proceeding   and   indemnity   reasonably
              satisfactory  to the  Trustee to  protect  and hold  harmless  the
              Trustee against the costs, charges and expenses and liabilities to
              be  incurred  thereby  and any loss and  damage  it may  suffer by
              reason thereof. None of the provisions contained in this Indenture
              shall  require  the  Trustee  to  expend  or risk its own funds or
              otherwise incur  financial  liability in the performance of any of
              its  duties  or in the  exercise  of any of its  rights  or powers
              unless indemnified as aforesaid.

       (c)    The  Trustee  may,  before  commencing  or at any time  during the
              continuance  of any such act,  action or  proceeding,  require the
              Debentureholders  at whose  instance it is acting to deposit  with
              the Trustee the Debentures held by them, for which  Debentures the
              Trustee shall issue receipts.

       (d)    Every  provision of this  Indenture that by its terms relieves the
              Trustee of  liability  or  entitles  it to rely upon any  evidence
              submitted to it, is subject to the  provisions of Trust  Indenture
              Legislation and of this Section 13.2 and of Section 13.3.

13.3 EVIDENCE, EXPERTS AND ADVISORS.

       (a)    In  addition  to the  reports,  certificates,  opinions  and other
              evidence required by this Indenture, the Corporation shall furnish
              to the Trustee such  additional  evidence of  compliance  with any
              provision  hereof,  and in  such  form,  as may be  prescribed  by
              applicable  trust  legislation  or as the Trustee  may  reasonably
              require by written notice to the Corporation.

       (b)    In the exercise of its rights, duties and obligations, the Trustee
              may, if it is acting as set forth in Subsection  13.2(a),  rely as
              to the truth of the  statements  and the  accuracy of the opinions
              expressed therein, upon statutory declarations, opinions, reports,
              certificates or other evidence  referred to in Subsection  13.3(a)
              and shall not be responsible  for any loss incurred as a result of
              so acting  or  relying,  provided,  however,  that  such  evidence
              complies with the provisions of this Indenture and with applicable
              trust  legislation and that the Trustee examines the same in order
              to determine  whether such evidence  complies with the  applicable
              requirements   of  this   Indenture   and  of   applicable   trust
              legislation.

       (c)    Whenever  applicable  trust  legislation  requires  that  evidence
              referred  to in  Subsection  13.3(a) be in the form of a statutory
              declaration,  the Trustee may accept such statutory declaration in
              lieu of a Certificate of the Corporation required by any provision
              hereof. Any such statutory  declaration may be made by one or more
              of  those  Persons   authorized  to  sign  a  Certificate  of  the
              Corporation.
<PAGE>
FINOVA Trust Indenture                                             Page 56 of 61

       (d)    Proof of the execution of an  instrument  in writing,  including a
              Debentureholders'  Request,  by any Debentureholder may be made by
              the certificate of a notary public,  or other officer with similar
              powers,  that the Person signing such  instrument  acknowledged to
              him the execution thereof, or by an affidavit of a witness to such
              execution  or in any other  manner  which the Trustee may consider
              adequate.  If applicable trust legislation so permits or requires,
              any certificate required by this Indenture may be expressed as the
              opinion of the signer or signers of such certificate.

       (e)    The Trustee may employ or retain such counsel  (including  outside
              counsel  to the  Corporation),  accountants  or other  experts  or
              advisers  as  it  may  reasonably   require  for  the  purpose  of
              discharging its duties  hereunder and shall not be responsible for
              any action taken in reliance on such advice if it is acting as set
              forth in Subsection  13.2(a) or for any  misconduct on the part of
              any of them.

13.4 DOCUMENTS AND MONIES HELD BY TRUSTEE.

       (a)    Any securities or other  instruments  that may at any time be held
              by the  Trustee  subject to the terms  hereof may be placed in the
              deposit vaults of the Trustee or of any Canadian chartered bank or
              deposited  for  safekeeping  with  any  such  bank.   Pending  the
              application  or  withdrawal  of  any  monies  so  held  under  any
              provision  of this  Indenture,  the  Trustee,  unless it is herein
              otherwise expressly provided,  may deposit the same in the name of
              the Trustee in any Canadian chartered bank at the rate of interest
              (if any) then  current on similar  deposits  or, if so directed by
              Written Order of the Corporation, shall:

              (i)    deposit  such  monies  in  the  deposit  department  of the
                     Trustee or any other loan or trust  company  authorized  to
                     accept  deposits  under the laws of  Canada  or a  province
                     thereof; or

              (ii)   invest such monies in Authorized Investments,

              subject to any  statutory  obligation  of the  Trustee.  Unless an
              Event of  Default  shall  have  occurred  and be  continuing,  all
              interest  or other  income  received  by the Trustee in respect of
              such deposits and investments shall belong to the Corporation.

       (b)    Any direction by the  Corporation  to the Trustee as to investment
              or reinvestment of funds shall be in writing and shall be provided
              to the Trustee no later than 9:00 a.m.  (Toronto  time) on the day
              on which the investment is to be made. Any such direction received
              after 9:00 a.m.  (Toronto time) or received on a non-Business Day,
              shall be  deemed to have been  given  prior to 9:00 a.m.  (Toronto
              time) the next Business  Day. If a direction is not received,  the
              Trustee  shall not have any  obligation  to invest  the  monies in
              Authorized  Investments  and  pending  receipt  of same  shall  be
              entitled  to  hold  such  monies  uninvested  in a  trust  account
              established by the Trustee for the Corporation.

       (c)    The Trustee  shall not be held  liable for any losses  incurred in
              the investment of any funds in Authorized Investments.

13.5 ACTION BY TRUSTEE TO PROTECT  INTERESTS.  The  Trustee  shall have power to
institute  and to maintain  such  actions  and  proceedings  as it may  consider
necessary or expedient to  preserve,  protect or enforce its  interests  and the
interests of the Debentureholders.
<PAGE>
FINOVA Trust Indenture                                             Page 57 of 61

13.6 TRUSTEE NOT REQUIRED TO GIVE SECURITY. The Trustee shall not be required to
give any bond or security in respect of the  execution  of the trusts and powers
of this Indenture or otherwise in respect of the premises.

13.7  PROTECTION OF TRUSTEE.  By way of supplement to the  provisions of any law
for the time being relating to trustees,  it is expressly declared and agreed as
follows:

       (a)    the Trustee shall not be liable for or by reason of any statements
              of fact or recitals in this Indenture or in the Debentures (except
              in the  certificate of the Trustee  thereon) or required to verify
              the same,  but all such  statements  or recitals  are and shall be
              deemed to be made by the Corporation;

       (b)    nothing  herein  contained  shall  impose  any  obligation  on the
              Trustee to see to or require evidence of the deposit, registration
              or  recording  (or  renewal  thereof)  of  this  Indenture  or any
              instrument ancillary or supplemental hereto;

       (c)    the  Trustee  shall not be bound to give  notice to any  Person or
              Persons of the execution hereof;

       (d)    the  Trustee  shall  not  incur any  liability  or  responsibility
              whatever or be in any way  responsible  for the consequence of any
              breach on the part of the  Corporation  or the Guarantor of any of
              the  covenants  herein  contained  or of any acts of the agents or
              servants of the Corporation or the Guarantor; and

       (e)    the Trustee, in its personal or any other capacity,  may buy, lend
              upon and deal in shares in the capital of the  Corporation  or the
              Guarantor  and in  the  Debentures  and  other  securities  of the
              Corporation  and generally  may contract and enter into  financial
              transactions with the Corporation,  the Guarantor or any Affiliate
              of the  Corporation  or the  Guarantor  without  being  liable  to
              account for any profit made thereby.

13.8     REPLACEMENT OF TRUSTEE.

       (a)    The  Trustee  may  resign  its  trust and be  discharged  from all
              further  duties  and  liabilities   hereunder  by  giving  to  the
              Corporation  60 days notice in writing or such  shorter  notice as
              the Corporation may accept as sufficient.  The Debentureholders by
              Extraordinary  Resolution  shall  have power at any time to remove
              the  Trustee  and to  appoint  a new  trustee.  If at any time the
              Trustee  shall fail to comply with its  obligations  hereunder  or
              under  Trust  Indenture  Legislation,  fail to resign as  required
              herein,  or becomes  incapable of acting or is judged  bankrupt or
              insolvent,  or a  receiver  of  its  property  is  appointed,  the
              Corporation may remove the Trustee on 30 days notice in writing to
              the  Trustee or such  shorter  notice as the Trustee may accept as
              sufficient. In the event of the Trustee resigning or being removed
              as aforesaid or being  dissolved,  becoming  bankrupt,  going into
              liquidation or otherwise  becoming  incapable of acting hereunder,
              the Corporation shall forthwith appoint a new trustee unless a new
              trustee  has  already  been  appointed  by  the  Debentureholders.
              Failing such appointment by the Corporation, the retiring Trustee,
              at the Corporation's  expense, or any Debentureholder may apply to
              the Court of Queen's Bench of Alberta on such notice as such court
              may direct,  for the  appointment  of a new  trustee,  but any new
              trustee so appointed by the  Corporation  or by the court shall be
              subject to removal as aforesaid by the  Debentureholders.  Any new
              trustee  appointed  under any provision of this Section 13.8 shall
              be a  corporation  authorized  to carry on the business of a trust
              company in the  Province of Alberta  and every other  jurisdiction
              where  such  authorization  is  necessary  to  enable it to act as
              trustee hereunder and shall have a combined capital and surplus of
              at  least  $10,000,000  according  to its  most  recent  financial
              statements,  prepared in  accordance  with  accounting  principles
              generally  accepted  in Canada.  On any new  appointment,  the new
<PAGE>
FINOVA Trust Indenture                                             Page 58 of 61

              trustee shall be vested with the same powers,  rights,  duties and
              responsibilities  as if it had been  originally  named  herein  as
              Trustee without any further  assurance,  conveyance,  act or deed,
              but there  shall be  immediately  executed,  at the expense of the
              Corporation,  all such conveyances or other instruments as may, in
              the opinion of Counsel,  be necessary or advisable for the purpose
              of assuring the same to the new trustee.

       (b)    Any corporation into which the Trustee may be merged or with which
              it  may  be  consolidated  or  amalgamated,   or  any  corporation
              resulting from any merger,  consolidation or amalgamation to which
              the  Trustee  shall be a  party,  shall  be the  successor  of the
              Trustee  under  this  Indenture   without  the  execution  of  any
              instrument or further act.

       (c)    Notwithstanding the foregoing,  if at any time a material conflict
              of interest exists in the Trustee's role as a fiduciary hereunder,
              then the Trustee  shall,  within 90 days after  ascertaining  that
              such a material conflict of interest exists, either eliminate such
              material  conflict  of  interest or resign its trust in the manner
              and with the effect specified in this Section 13.8.

13.9   APPOINTMENT  OF   AUTHENTICATING   AGENT.  The  Trustee  may  appoint  an
authenticating  agent  or  agents  with  respect  to one or more  series  of the
Debentures  which  shall be  authorized  to act on behalf of, and subject to the
direction  of, the  Trustee  to  authenticate  the  Debentures  of such  series,
including  Debentures  issued upon original  issue,  exchange,  registration  of
transfer  or  partial  redemption  thereof or  pursuant  to  Section  2.10;  and
Debentures so authenticated  shall be entitled to the benefits of this Indenture
and shall be valid and  obligatory for all purposes as though  authenticated  by
the Trustee.  Wherever reference is made in this Indenture to the authentication
and delivery of the  Debentures of any series by the Trustee or to the Trustee's
certificate  of  authentication,  such  reference  shall be  deemed  to  include
authentication  and  delivery  on behalf of the  Trustee by such  authenticating
agent for such series and a certificate of authentication  executed on behalf of
the Trustee by such  authenticating  agent. Each  authenticating  agent shall be
acceptable to the Corporation.

13.10 CORPORATE TRUSTEE REQUIRED.  For so long as U.S. Debentures are issued and
outstanding  hereunder,  there shall at all times be a trustee  hereunder  which
shall be eligible to act as trustee under Trust Indenture Act Section  310(a)(1)
and which shall have a combined  capital  and surplus of at least US$50  million
and its corporate trust office in the City of Toronto or The City of New York or
such other city as may be  determined  by the  Corporation,  provided that there
shall be such a corporation or other Person in such location willing to act upon
customary and reasonable  terms. If such  corporation or other Person  publishes
reports of condition at least annually,  pursuant to law or to the  requirements
of said  supervising  or  examining  authority,  then for the  purposes  of this
Section the  combined  capital and surplus of such  corporation  or other Person
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so  published.  If at anytime the trustee shall cease
to be eligible in  accordance  with the  provisions  of this  Section,  it shall
resign immediately.

13.11  CONFLICT OF INTEREST.  The Trustee  represents  that,  at the time of the
execution and delivery  hereof,  no material  conflict of interest exists in the
Trustee's role as a fiduciary hereunder. If, after the time of the execution and
delivery of this Indenture,  the Trustee  ascertains that,  notwithstanding  the
foregoing,  a material  conflict  of  interest  existed at such time,  or that a
material conflict of interest has arisen  subsequently to the appointment of the
Trustee, the Trustee shall, within 90 days after ascertaining that it has such a
material  conflict of  interest,  either  eliminate  such  material  conflict of
interest or resign immediately.

13.12  ACCEPTANCE  OF TRUST.  The  Trustee  hereby  accepts  the  trusts in this
Indenture  declared  and  provided  for and agrees to perform  the same upon the
terms and conditions herein set forth.
<PAGE>
FINOVA Trust Indenture                                             Page 59 of 61

13.13  INDEMNITY  TO THE  TRUSTEE.  Except  for its act of  negligence,  willful
misconduct or a breach of it duties under the Trust Indenture  Legislation,  the
Trustee  shall not be liable  for any act done or step taken or omitted by it in
good  faith,  or for any  mistake  of fact  or law and the  Corporation  and the
Guarantor agree jointly and severally to indemnify and save harmless the Trustee
from and against all claims,  demands,  actions,  suits or other  proceedings by
whomsoever  made,  prosecuted or brought and from all loss,  costs,  damages and
expenses in any manner based upon, occasioned by or attributed to any act of the
Trustee in the execution of its duties  hereunder.  It is understood  and agreed
that this  indemnification  shall survive the  termination of this Indenture and
the resignation or removal of the Trustee.


                                   ARTICLE 14
                                     NOTICES

14.1 NOTICE TO DEBENTUREHOLDERS. Unless herein otherwise expressly provided, any
notice to be given hereunder to  Debentureholders  shall be deemed to be validly
given:

       (a)    to the Holders of registered Debentures,  and to the Depositary in
              the case of Registered Global  Debentures,  if such notice is sent
              by  surface  or air  mail,  registered  or  unregistered,  postage
              prepaid,  delivered in Person, or by facsimile or other electronic
              means of written communication, addressed to such Holders at their
              respective  addresses  appearing on the register  maintained under
              Section  3.1,  3.2 or 3.4 and in the case of joint  Holders of any
              Debentures  such notice shall be  addressed  to the first  address
              maintained on the register in respect of such joint holding;

       (b)    to the  Holders  of  unregistered  Debentures,  if such  notice is
              published once in a newspaper of national circulation or otherwise
              as  determined  by the  Corporation,  provided that in the case of
              notice  convening a meeting of  Debentureholders,  the Trustee may
              require such additional publications of such notice as it may deem
              necessary for the reasonable  protection of the  Debentureholders;
              and

       (c)    with respect to any series of Debentures  which are represented in
              whole or in part by one or more Registered Global  Debentures,  if
              the Corporation or the Trustee shall determine that the Depositary
              has not  provided  any  notice it  receives  from the  Corporation
              hereunder to its participants, then the Corporation shall:

              (i)    cause  such  notice  to  be  published  in a  newspaper  of
                     national  circulation  or  otherwise as  determined  by the
                     Corporation,  provided that any such publication  shall not
                     delay any action to be taken as provided for in such notice
                     and any failure to publish such notice shall not invalidate
                     any proceedings taken with respect to such notice, or

              (ii)   provide  such notice  directly to the Holders by  utilizing
                     the  communication  system set forth in National Policy No.
                     41 (Canada).

Notice by mail shall be deemed to have been  effectively  given three days after
the date of mailing and if  delivered  shall be deemed to have been  received on
the date of the delivery thereof.  Notice by facsimile or other electronic means
of communication  shall be deemed to have been given on the day the facsimile or
other electronic means of communication was sent if sent before 4:30 p.m. at the
place of receipt on a Business Day, and if not, on the next Business Day. Should
there be at the time of mailing or  between  the time of mailing  and the actual
receipt of the notice,  a mail strike,  slow-down or other labour  dispute which
might  affect the  delivery  of such notice  through the mail,  then such notice
shall only be effective if actually delivered in Person or by facsimile or other
electronic means of communication to the address aforesaid, or at the discretion
of  the  Corporation,  published  in a  newspaper  in  the  manner  provided  in
Subsection  14.1(b).  In  determining  under any provision  hereof the date when
notice of any  meeting,  redemption  or other  event must be given,  the date of
<PAGE>
FINOVA Trust Indenture                                             Page 60 of 61

giving the notice shall be included and the date of the meeting,  redemption  or
other event shall be excluded. Any costs relating to the giving of any notice by
publication  shall be borne by the Corporation.  Accidental error or omission in
giving notice or accidental failure to mail notice to any Debentureholder  shall
not invalidate any action or proceeding founded thereon.

14.2 NOTICE TO THE TRUSTEE.  Any notice to the Trustee  under the  provisions of
this  indenture  shall be valid and  effective if delivered to an officer of the
Trustee or if sent by registered mail, postage prepaid, addressed to the Trustee
at 320 Bay Street, P.O. Box 1, Toronto,  Ontario,  M5H 4A6, Attention:  Manager,
Corporate  Trust.  The Trustee may from time to time notify the Corporation of a
change in address which thereafter,  until changed by like notice,  shall be the
address of the Trustee for all purposes of this Indenture.  Notice by mail shall
be deemed to have been  effectively  given  three days after the date of mailing
and if delivered  shall be deemed to have been  received on the date of delivery
thereof.

14.3  NOTICE  TO THE  CORPORATION.  Any  notice  to the  Corporation  under  the
provisions  of this  Indenture  shall be valid and effective if delivered to the
Chief  Financial  Officer  of the  Corporation  or if sent by  registered  mail,
postage prepaid,  addressed to the Chief Financial Officer of the Corporation at
4800 North Scottsdale Road, Scottsdale, Arizona, 85251-7623. The Corporation may
from time to time  notify the Trustee of a change in address  which  thereafter,
until changed by like notice,  shall be the address of the  Corporation  for all
purposes  of this  Indenture.  Notice  by mail  shall  be  deemed  to have  been
effectively given three days after the date of mailing and if delivered shall be
deemed to have been received on the date of the delivery thereof.

14.4 NOTICE TO THE GUARANTOR.  Any notice to the Guarantor  under the provisions
of this  Indenture  shall be valid  and  effective  if  delivered  to the  Chief
Financial  Officer  of the  Guarantor  or if sent by  registered  mail,  postage
prepaid, addressed to the Chief Financial Officer of the Guarantor at 4800 North
Scottsdale Road, Scottsdale, Arizona, 85251-7623. The Guarantor may from time to
time notify the Trustee of a change in address which  thereafter,  until changed
by like notice,  shall be the address of the  Guarantor for all purposes of this
Indenture.  Notice by mail shall be deemed to have been effectively  given three
days after the date of  mailing  and if  delivered  shall be deemed to have been
received on the date of the delivery thereof.

14.5 MAIL SERVICE  INTERRUPTION.  If the Trustee determines that mail service is
or is threatened to be  interrupted  at the time when the Trustee is required or
elects to give any notice to Holders hereunder,  the Trustee shall,  despite the
provisions hereof, give such notice by means of publication in the GLOBE & MAIL,
national edition, or any other English language daily newspaper or newspapers of
general  circulation in Canada and if there are Holders resident in the Province
of Quebec  appearing on the register,  in a French  language daily  newspaper of
general  circulation in Quebec, once in each of two successive weeks, and notice
so published  shall be deemed to have been given on the latest date on which the
first  publication  has taken place.  If, by reason of any actual or  threatened
interruption of mail service due to strike, lock-out or otherwise, any notice to
be given to the Trustee,  the  Corporation or the Guarantor would be unlikely to
reach  its  destination  in a timely  manner,  such  notice  shall be valid  and
effective only if delivered  personally or by facsimile or courier in accordance
with Sections 14.2, 14.3 or 14.4, as the case may be.


                                   ARTICLE 15
                                    EXECUTION

15.1  COUNTERPARTS  AND FORMAL DATE.  This  Indenture may be executed in several
counterparts,  each of which when so executed shall be deemed to be an original,
and such counterparts  together shall constitute one and the same instrument and
notwithstanding  their  date of  execution  shall be  deemed  to bear date as of
February *, 2000.
<PAGE>
FINOVA Trust Indenture                                             Page 61 of 61

         IN WITNESS  WHEREOF the parties  hereto have  executed  these  presents
under their respective corporate seals and the hands of their proper officers in
that behalf.



                                        FINOVA (CANADA) FINANCE INC.


                                        By:
                                           -------------------------------------
                                        By:
                                           -------------------------------------


                                        FINOVA CAPITAL CORPORATION


                                        By:
                                           -------------------------------------
                                        By:
                                           -------------------------------------

                                        CIBC MELLON TRUST COMPANY


                                        By:
                                           -------------------------------------
                                        By:
                                           -------------------------------------
<PAGE>
       SCHEDULE  "A" TO THE TRUST  INDENTURE  DATED AS OF FEBRUARY *, 2000 AMONG
       FINOVA (CANADA) FINANCE INC., FINOVA CAPITAL  CORPORATION AND CIBC MELLON
       TRUST COMPANY, AS TRUSTEE.

No. _____

         FORM OF REGISTERED GLOBAL DEBENTURE FOR MEDIUM TERM NOTES

              This Medium Term Note is a  Registered  Global
              Debenture  within the meaning of the Indenture
              hereinafter  referred to and is  registered in
              the name of a Depositary or a nominee thereof.
              This Medium  Term Note may not be  transferred
              to,  or   exchanged   for  Medium  Term  Notes
              registered  in the name of, any  Person  other
              than the  Depositary or a nominee  thereof and
              no   such   transfer   or   exchange   may  be
              registered,     except    in    the    limited
              circumstances   described  in  the  Indenture.
              Every  Medium  Term  Note   authenticated  and
              delivered upon registration of transfer of, or
              in  exchange  for or in lieu of,  this  Medium
              Term  Note  shall  be  a   Registered   Global
              Debenture subject to the foregoing,  except in
              such  limited  circumstances  described in the
              Indenture.

                          FINOVA (CANADA) FINANCE INC.

                  (Incorporated under the laws of Nova Scotia)

                                MEDIUM TERM NOTE

Issue Date                                        Redemption Provisions, if any:

Maturity Date

Interest Rate Per Annum                                Other Provisions, if any:

Interest Payment Dates

Initial Interest Payment Date                                         CUSIP No.:

Principal Sum

Currency

     FINOVA (CANADA) FINANCE INC. (the  "CORPORATION") for value received hereby
acknowledges  itself  indebted  and  promises  to  pay  to  The  Canadian
Depositary for Securities Limited under their nominee,  CDS & Co., as depositary
(herein referred to as the "DEPOSITARY")  hereof, on the above maturity date, or
on such earlier date as the  principal  amount hereof may become due and payable
in accordance with the provisions of the Indenture  hereinafter mentioned or any
Pricing  Supplement  (as herein  defined),  the  principal  sum in the  currency
specified on  presentation  and surrender of this Medium Term Note at any branch
in Canada of the  Canadian  Imperial  Bank of Commerce  or such other  financial
institution as may be designated  from time to time by the  Corporation,  at the
holder's  option,  and to  calculate  and pay  interest,  both  before and after
maturity,  default  or  judgment  on the  principal  amount  hereof at the above
interest  rate per annum from the last interest  payment date to which  interest
shall have been paid or made  available  for  payment on this  Medium Term Note,
whichever is later, at any one of the said places,  at the holder's  option,  in
<PAGE>
                                      -2-

like money on the  above-noted  interest  payment dates in each year,  the first
such  payment to be payable on the above  initial  interest  payment  date,  and
should the  Corporation at any time make default in the payment of any principal
or interest, to pay interest on demand on the amount in default, both before and
after maturity,  default or judgment, at the same rate, in like money, at one of
the said places, at the holder's option,  and on the same date.  Interest hereon
shall be payable  (except at  maturity  when  interest  may at the option of the
Corporation  be paid on  surrender  hereof) by cheque  mailed to the  registered
holder hereof at least three  business days prior to each date on which interest
becomes due as provided in the Indenture.  Notwithstanding  the  foregoing,  any
payments  may be made at the  option of the  Corporation,  by  electronic  funds
transfer or otherwise to the Depositary or its nominee for subsequent payment to
holders of interests  herein.  Subject to the provisions of the  Indenture,  the
mailing of such cheque or the making of such  payment by other means  shall,  to
the extent of the sum represented thereby (plus the amount of any tax withheld),
satisfy and discharge all liability for interest on this Medium Term Note unless
such be not paid upon presentation.

     This  Medium  Term Note is one of the  series  (designated  as Medium  Term
Notes) of Debentures of the Corporation issued or issuable in one or more series
under the provisions of a trust indenture (which trust indenture,  together with
all instruments  supplemental or ancillary thereto, is herein referred to as the
"INDENTURE")  made as of February O, 2000 among the Corporation,  FINOVA Capital
Corporation,  as guarantor,  (the "GUARANTOR") and CIBC Mellon Trust Company, as
trustee (the "TRUSTEE").  The Medium Term Notes, of which this is one, issued or
issuable under the Indenture are unlimited as to an aggregate  principal amount.
The  aggregate  principal  amount of  Debentures  of other  series  which may be
authorized  under the Indenture is unlimited,  but such Debentures may be issued
only upon the terms and subject to the  conditions  provided  in the  Indenture.
Reference is hereby made to the  Indenture  for a  description  of the terms and
conditions  upon which the Medium Term Notes are issued,  or may be issued,  and
held and the  rights of the  holders  of the said  Medium  Term Notes and of the
Corporation,  the  Guarantor  and the  Trustee  and to the terms of any  pricing
supplement or prospectus supplement issued with respect to any tranche of Medium
Term  Notes  which  is a  supplement  to  the  then  current  prospectus  of the
corporation for the issue of Medium Term Notes (the "Pricing  Supplement"),  all
to the same effect as if the  provisions of the Indenture were herein set forth,
to all of which  provisions  the holder of this Medium  Term Note by  acceptance
hereof assents.

     While the Medium  Term  Notes  created  and  issuable  under the  Indenture
constitute a series of Debentures for purposes of the Indenture, for purposes of
ARTICLE 6 of the  Indenture,  each  issuance of Medium Term Notes  pursuant to a
Written Order of the Corporation, shall be deemed to be a separate series.

     The Medium Term Notes are issuable only as fully  registered  Debentures or
as Registered  Global  Debentures in  denominations of $1,000 or, in the case of
another currency or currency unit in such  denominations as may be determined by
the  Corporation.  Upon  compliance  with the provisions of the Indenture and in
certain limited  circumstances,  a Registered  Global Debenture may be exchanged
for Medium Term Notes in fully registered form in authorized denominations.

     This Medium Term Note and all other  Debentures  certified and issued under
the  Indenture  rank pari  passu,  except  for  purchase  or  sinking  fund,  or
amortization  fund or analogous  provisions,  according  to their tenor  without
discrimination,  preference  or  priority.  The  Medium  Term  Notes are  direct
obligations of the  Corporation  but are not secured by any mortgage,  pledge or
other charge.

     If provision is made  therefor  above,  this Medium Term Note is redeemable
prior to maturity only in  accordance  with the terms of the  Indenture,  unless
otherwise provided in the Pricing Supplement.
<PAGE>
                                      -3-

     The  right  is  reserved  to the  Corporation,  subject  to the  terms  and
conditions set forth in the Indenture,  to purchase any of the Medium Term Notes
at any time and from time to time,  in the  market  or by  tender or by  private
contract.

     The principal hereof and interest hereon may also become or be declared due
and payable before the stated maturity in the events, in the manner and with the
effect provided in the Indenture.

     If an Event of Default with respect to the Medium Term Notes of this series
shall occur and be  continuing,  the  principal  of all Medium Term Notes may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

     The  Indenture  contains  provisions  making  binding  upon all  Holders of
Debentures outstanding thereunder resolutions passed at meetings of such Holders
held in accordance with such provisions and instruments in writing signed by the
Holders of a specified majority of Debentures outstanding.

     This Medium Term Note may only be validly  transferred upon compliance with
the limited conditions prescribed in the Indenture and in the manner as provided
in the Indenture,  and upon compliance with such reasonable  requirements as the
Trustee and other  registrar may  prescribe,  and upon such transfer being noted
hereon.

     This Medium  Term Note shall not become  obligatory  for any purpose  until
endorsed by the  Guarantor  and  certified by the Trustee or other agent for the
time being under the Indenture.

     This Medium Term Note shall be governed by and construed in accordance with
the laws of the Province of Alberta.

     IN WITNESS WHEREOF FINOVA (CANADA) FINANCE INC. has caused this Medium Term
Note  to be  signed  under  its  seal  by its  duly  authorized  officers  as of
__________________, ________.

                                        FINOVA (CANADA) FINANCE INC.


                                        By:
                                           -------------------------------------

                                        By:
                                           -------------------------------------
<PAGE>
                              FORM OF CERTIFICATION

     This Registered  Global  Debenture  represents one of the Medium Term Notes
referred to in the Indenture within mentioned.


                                        CANADIAN IMPERIAL BANK OF COMMERCE


                                        By:
                                           -------------------------------------
                                           Authorized Officer
<PAGE>
SCHEDULE  "B" TO THE TRUST  INDENTURE  DATED AS OF FEBRUARY *, 2000 AMONG FINOVA
(CANADA) FINANCE INC., FINOVA CAPITAL CORPORATION and CIBC MELLON TRUST COMPANY,
AS TRUSTEE.

No. _____

               FORM OF REGISTERED DEBENTURE FOR MEDIUM TERM NOTES

                          FINOVA (CANADA) FINANCE INC.

                  (Incorporated under the laws of Nova Scotia)

                                MEDIUM TERM NOTE

Issue Date                                        Redemption Provisions, if any:

Maturity Date

Interest Rate Per Annum                                Other Provisions, if any:

Interest Payment Dates

Initial Interest Payment Date                                         CUSIP No.:

Principal Sum

Currency

     FINOVA (CANADA) FINANCE INC. (the  "Corporation") for value received hereby
acknowledges      itself     indebted     and     promises     to     pay     to
________________________________________________
_______________________________________________________________,  on  the  above
maturity date, or on such earlier date as the principal amount hereof may become
due and payable in accordance  with the provisions of the Indenture  hereinafter
mentioned or any Pricing  Supplement (as herein  defined),  the principal sum in
the currency specified on presentation and surrender of this Medium Term Note at
any branch in Canada of the  Canadian  Imperial  Bank of  Commerce or such other
financial institution as may be designated from time to time by the Corporation,
at the holder's option, and to calculate and pay interest, both before and after
maturity,  default  or  judgment  on the  principal  amount  hereof at the above
interest  rate per annum from the last interest  payment date to which  interest
shall have been paid or made  available  for  payment on this  Medium Term Note,
whichever is later, at any one of the said places,  at the holder's  option,  in
like money on the  above-noted  interest  payment dates in each year,  the first
such  payment to be payable on the above  initial  interest  payment  date,  and
should the  Corporation at any time make default in the payment of any principal
or interest, to pay interest on demand on the amount in default, both before and
after maturity,  default or judgment, at the same rate, in like money, at one of
the said places, at the holder's option,  and on the same date.  Interest hereon
shall be payable  (except at  maturity  when  interest  may at the option of the
Corporation  be paid on  surrender  hereof) by cheque  mailed to the  registered
holder hereof at least three  business days prior to each date on which interest
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                                      -2-

becomes due as  provided  in the  Indenture.  Subject to the  provisions  of the
Indenture,  the  mailing of such  cheque or the making of such  payment by other
means shall,  to the extent of the sum  represented  thereby (plus the amount of
any tax  withheld),  satisfy and  discharge  all  liability for interest on this
Medium Term Note unless such be not paid upon presentation.

     This  Medium  Term Note is one of the  series  (designated  as Medium  Term
Notes) of Debentures of the Corporation issued or issuable in one or more series
under the provisions of a trust indenture (which trust indenture,  together with
all instruments  supplemental or ancillary thereto, is herein referred to as the
"Indenture")  made as of February o, 2000 among the Corporation,  FINOVA Capital
Corporation,  as guarantor,  (the "Guarantor") and CIBC Mellon Trust Company, as
trustee (the "Trustee").  The Medium Term Notes, of which this is one, issued or
issuable under the Indenture are unlimited as to an aggregate  principal amount.
The  aggregate  principal  amount of  Debentures  of other  series  which may be
authorized  under the Indenture is unlimited,  but such Debentures may be issued
only upon the terms and subject to the  conditions  provided  in the  Indenture.
Reference is hereby made to the  Indenture  for a  description  of the terms and
conditions  upon which the Medium Term Notes are issued,  or may be issued,  and
held and the  rights of the  holders  of the said  Medium  Term Notes and of the
Corporation,  the  Guarantor  and the  Trustee  and to the terms of any  pricing
supplement or prospectus supplement issued with respect to any tranche of Medium
Term  Notes  which  is a  supplement  to  the  then  current  prospectus  of the
Corporation for the issue of Medium Term Notes (the "Pricing  Supplement"),  all
to the same effect as if the  provisions of the Indenture were herein set forth,
to all of which  provisions  the holder of this Medium  Term Note by  acceptance
hereof assents.

     While the Medium  Term  Notes  created  and  issuable  under the  Indenture
constitute a series of Debentures for purposes of the Indenture, for purposes of
ARTICLE 6 of the  Indenture,  each  issuance of Medium Term Notes  pursuant to a
Written Order of the Corporation, shall be deemed to be a separate series.

     The Medium Term Notes are issuable only as fully  registered  Debentures or
as Registered  Global  Debentures in  denominations of $1,000 or, in the case of
another currency or currency unit in such  denominations as may be determined by
the  Corporation.  Upon  compliance  with the provisions of the Indenture and in
certain limited  circumstances,  a Registered  Global Debenture may be exchanged
for Medium Term Notes in fully registered form in authorized denominations.

     This Medium Term Note and all other  Debentures  certified and issued under
the  Indenture  rank pari  passu,  except  for  purchase  or  sinking  fund,  or
amortization  fund or analogous  provisions,  according  to their tenor  without
discrimination,  preference  or  priority.  The  Medium  Term  Notes are  direct
obligations of the  Corporation  but are not secured by any mortgage,  pledge or
other charge.

     If provision is made  therefor  above,  this Medium Term Note is redeemable
prior to maturity only in  accordance  with the terms of the  Indenture,  unless
otherwise provided in the Pricing Supplement.

     The  right  is  reserved  to the  Corporation,  subject  to the  terms  and
conditions set forth in the Indenture,  to purchase any of the Medium Term Notes
at any time and from time to time,  in the  market  or by  tender or by  private
contract.
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                                      -3-

     The principal hereof and interest hereon may also become or be declared due
and payable before the stated maturity in the events, in the manner and with the
effect provided in the Indenture.

     If an Event of Default with respect to the Medium Term Notes of this series
shall occur and be  continuing,  the  principal  of all Medium Term Notes may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

     The  Indenture  contains  provisions  making  binding  upon all  Holders of
Debentures outstanding thereunder resolutions passed at meetings of such Holders
held in accordance with such provisions and instruments in writing signed by the
Holders of a specified majority of Debentures outstanding.

     This Medium Term Note may only be validly  transferred upon compliance with
the limited conditions prescribed in the Indenture and in the manner as provided
in the Indenture,  and upon compliance with such reasonable  requirements as the
Trustee and other  registrar may  prescribe,  and upon such transfer being noted
hereon.

     This Medium  Term Note shall not become  obligatory  for any purpose  until
endorsed by the  Guarantor  and  certified by the Trustee or other agent for the
time being under the Indenture.

     This Medium Term Note shall be governed by and construed in accordance with
the laws of the Province of Alberta.

     IN WITNESS WHEREOF FINOVA (CANADA) FINANCE INC. has caused this Medium Term
Note  to be  signed  under  its  seal  by its  duly  authorized  officers  as of
__________________, ________.



                                        FINOVA (CANADA) FINANCE INC.


                                        By:
                                           -------------------------------------

                                        By:
                                           -------------------------------------

<PAGE>
                              FORM OF CERTIFICATION

     THIS FULLY  REGISTERED  DEBENTURE  REPRESENTS  ONE OF THE MEDIUM TERM NOTES
REFERRED TO IN THE INDENTURE WITHIN MENTIONED.

                                        CANADIAN IMPERIAL BANK OF COMMERCE


                                        BY:
                                           -------------------------------------
AUTHORIZED OFFICER

                           FORM OF REGISTRATION PANEL

          (NO WRITING HEREON EXCEPT BY THE TRUSTEE OR OTHER REGISTRAR)

  DATE OF               NAME OF              PLACE OF            TRUSTEE OR
REGISTRATION       REGISTERED HOLDER       REGISTRATION        OTHER REGISTRAR
------------       -----------------       ------------        ---------------

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

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

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

------------       -----------------       ------------        ---------------
<PAGE>
                                       -1-

        SCHEDULE "C" TO THE TRUST INDENTURE DATED AS OF FEBRUARY *, 1999
               AMONG FINOVA (CANADA) FINANCE INC., FINOVA CAPITAL
             CORPORATION AND CIBC MELLON TRUST COMPANY, AS TRUSTEE.

                 FORM OF GUARANTEE OF FINOVA CAPITAL CORPORTION

FOR VALUE RECEIVED,  FINOVA CAPITAL  CORPORATION (the  "Guarantor"),  which term
includes any successor  corporation to the extent  permitted under the Indenture
referred to in the Note upon which this guarantee is endorsed (the "Indenture"),
a  corporation  duly  organized  and  existing  under  the laws of the  State of
Delaware, hereby unconditionally guarantees to the Holder of the Note upon which
this  Guarantee is endorsed  (the  "Note") the due and  punctual  payment of the
principal  of,  premium (if any) and interest on the Note,  when and as the same
shall become due and payable after any applicable  grace period set forth in the
Indenture,   whether  at  their  respective  due  dates,  on  redemption,  on  a
declaration  or otherwise,  in accordance  with the terms of the Note and of the
Indenture (the "Obligations");  provided,  however,  that payment of interest on
overdue  installments  of  interest  is  hereby  guaranteed  only to the  extent
permitted by applicable law. In case of default by FINOVA (Canada)  Finance Inc.
(the "Corporation") (which term includes any successor corporation to the extent
permitted under the Indenture) in the payment of any such principal,  premium or
interest,  the  Guarantor  agrees duly and  punctually  to pay the same  without
demand  after  the  expiry  of any  applicable  grace  period  set  forth in the
Indenture.  The Guarantor hereby agrees that its obligations hereunder and under
the  Indenture   shall  be   unconditional,   irrespective  of  any  invalidity,
illegality,  irregularity  or  unenforceability  of the Note or the Indenture as
regards the Corporation,  including any waiver or amendment thereof, (other than
by reason of lack of  genuineness),  or the absence of any action to enforce the
same,  the recovery of any  judgment  against the  Corporation  or any action to
enforce the same or any circumstance which might otherwise constitute a legal or
equitable  discharge  or defence of a guarantor.  The  Guarantor  hereby  waives
diligence,  presentment, demand of payment, filing of claims with a court in the
event of merger, amalgamation,  reorganization,  insolvency or bankruptcy of the
Corporation,  any right to require a proceeding  first against the  Corporation,
protest or notice with respect to the Note or the indebtedness evidenced thereby
and all  demands  whatsoever,  and  covenants  that this  Guarantee  will not be
discharged  except by payment in full of the principal of,  premium (if any) and
interest on the Note.

     The obligation of the Guarantor  under this Guarantee shall be a continuing
obligation,  shall cover all the Obligations,  and shall apply to and secure any
ultimate balance due or remaining unpaid to the Holder of the Note.

     In addition to the guarantee contained in this Guarantee and the Indenture,
the  Guarantor  hereby  covenants and agrees to indemnify and save the Holder of
the Note harmless against all reasonable costs, losses,  expenses and damages it
may suffer as a result of the Corporation's default in performance of any of the
Obligations.

     The Guarantor  shall not be or become  liable under this  Guarantee to make
any payment of  principal,  premium (if any) or interest in respect of which the
Corporation  shall be in default if the default of the Corporation in respect of
which the Guarantor  would  otherwise be or become  liable under this  Guarantee
shall have been waived or directed to be waived  pursuant to the  provisions  in
that behalf  contained  in the  Indenture,  but no waiver or consent of any kind
whatsoever,  shall release, alter or impair the unconditional  obligation of the
Guarantor hereunder after giving effect to such waiver or consent.

     The  Guarantor  shall be subrogated to all rights of the Holder of the Note
against the Corporation in respect of any amount paid by the Guarantor  pursuant
to the provisions of this Guarantee; provided, however, that the Guarantor shall
not be entitled to enforce,  or to receive any payments  arising out of or based
upon,  such right of subrogation  until the principal of,  premium,  if any, and
interest on all Notes issued under the Indenture shall have been paid in full or
duly provided for.
<PAGE>
                                      -2-

     No remedy  for the  enforcement  of the rights of the Holder of the Note to
receive  payment of the principal of and/or premium and/or interest on the Note,
under the Note, the Indenture and hereunder,  shall be exclusive of or dependant
on any other remedy.

     This Guarantee has been given in accordance with the terms of the Indenture
and is subject to all applicable provisions thereof and the same shall be deemed
to be incorporated hereunder.

     The Guarantor hereby  certifies and warrants that all acts,  conditions and
things  required  to be done and  performed  and to have  happened  prior to the
creation  and  issuance of this  Guarantee  to  constitute  the same a valid and
legally binding  obligation of the Guarantor  enforceable in accordance with its
terms  have  been  done  and  performed  and  have  happened  in due and  strict
compliance with all applicable laws.

     This  Guarantee  shall be governed by and construed in accordance  with the
laws of the Province of Alberta.

     This  Guarantee  shall not be valid or become  obligatory  for any  purpose
until the Note shall have been  certified  by or on behalf of the Trustee  under
the Indenture.

     IN WITNESS WHEREOF, FINOVA Capital Corporation has caused this Guarantee to
be  signed  in its  corporate  name by the  signatures  of any two of the  Chief
Executive Officer,  the Executive  Vice-President and Chief Financial Officer, a
Senior Vice-President and the Treasurer.

     This Guarantee is dated *, *.



                                        FINOVA CAPITAL CORPORATION


                                        By:
                                           -------------------------------------

                                        By:
                                           -------------------------------------
<PAGE>
                                      -3-

                          FINOVA (CANADA) FINANCE INC.

               Reconciliation and tie between Trust Indenture Act
            of 1939 and the Indenture, dated as of February o, 2000,
         in accordance with Rule 4d-9 of the Trust Indenture Act of 1939

TRUST INDENTURE ACT SECTION                                    INDENTURE SECTION
---------------------------                                    -----------------
ss.310  (a)(1)                                                       13.10
        (a)(2)                                                       13.10
ss.316  (b)                                                           8.11

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Note:  This reconciliation and tie shall not, for any purpose, be deemed to be a
       part of the Indenture.