Exhibit 23.3




                         Consent of Independent Auditors


We consent to the inclusion of our report, dated February 28, 2003, with respect
to the  financial  statements  of Berkadia  LLC for the year ended  December 31,
2002,  included  as Item  15(d)  in this  Form  10-K  and  with  respect  to the
incorporation  by  reference  in the  Registration  Statements  on Form S-8 (No.
2-84303), Form S-8 and S-3 (No. 33-6054), Form S-8 and S-3 (No. 33-26434),  Form
S-8 and  Form  S-3  (No.  33-30277),  Form  S-8  (No.  33-61682),  Form S-8 (No.
33-61718), Form S-8 (No. 333-51494), and Form S-4 (No. 333-86018).


/s/ Ernst & Young LLP


Phoenix, Arizona
March 25, 2003