Exhibit 10.17


                                    GUARANTY


          THIS GUARANTY (this  "Guaranty") dated as of June 18, 2003, is made by
D.L. Peterson Trust, a Delaware statutory trust (the "Guarantor"), in respect of
the obligations of Chesapeake  Funding LLC (formerly known as Greyhound  Funding
LLC), a Delaware limited liability company ("Chesapeake Funding").  Reference is
hereby made to (i) the Base Indenture (the "Base  Indenture"),  dated as of June
30, 1999, as amended,  between Chesapeake  Funding, as Issuer and JPMorgan Chase
Bank (formerly known as the Chase Manhattan Bank), as Indenture Trustee (in such
capacity,  the "Indenture  Trustee"),  and each  supplement  (each an "Indenture
Supplement")  to the Base Indenture  executed in connection with the issuance of
any  series of  Investor  Notes (the Base  Indenture,  as  supplemented  by each
Indenture Supplement, the "Indenture") and (ii) the Security Agreement, dated as
of June 18, 2003, between D.L. Peterson Trust and the Indenture Trustee.  Except
as otherwise defined herein, terms used herein and defined in the Base Indenture
shall be used herein as defined therein.

                               W I T N E S S E T H

          WHEREAS,  Chesapeake  Funding and the  Indenture  Trustee have entered
into the Base Indenture,  providing for the issuance of Investor Notes from time
to time as contemplated therein; and

          WHEREAS,  the Guarantor has obtained,  and will obtain,  benefits from
the issuance of Investor Notes by Chesapeake Funding from time to time under the
Indenture;

          NOW,  THEREFORE,  in consideration of the foregoing and other benefits
accruing  to the  Guarantor,  the receipt  and  sufficiency  of which are hereby
acknowledged,  the Guarantor  hereby  agrees with the Indenture  Trustee for the
benefit of each  Investor  Noteholder  and each other Person to whom amounts are
payable  from  amounts on deposit in the  Collection  Account or any  subaccount
thereof (all such Investor Noteholders and other such persons, collectively, the
"Secured Parties") as follows:

          1.  Guaranty.   The  Guarantor  hereby  irrevocably,   absolutely  and
unconditionally  guarantees to the Indenture Trustee the payment and performance
of the following obligations and liabilities (hereinafter  collectively referred
to as the "Obligations") on the terms set forth herein:

          (i) payment by Chesapeake Funding of all amounts now or hereafter owed
     by  Chesapeake  Funding to any  Investor  Noteholder  under the  Indenture,
     whether for principal,  interest, fees, penalties, expenses, indemnities or
     otherwise;

          (ii)  payment by  Chesapeake  Funding of  dividends  on each series of
     Preferred  Membership  Interests,  when,  as and if declared by  Chesapeake
     Funding,  and payable by Chesapeake  Funding from amounts on deposit in the
     Collection Account;

<PAGE>


          (iii) payment by Chesapeake  Funding of the  redemption  price of each
     series or portion  thereof of  Preferred  Membership  Interests  subject to
     mandatory redemption with amounts on deposit in the Collection Account;

          (iv)  payment  by  Chesapeake  Funding  of all other  amounts  owed by
     Chesapeake  Funding to any  Secured  Party,  whether  for fees,  penalties,
     expenses, indemnities or otherwise; and

          (v) payment of any and all expenses,  including reasonable  attorneys'
     fees, incurred by the Indenture Trustee or the Secured Parties in enforcing
     their rights under this Guaranty.

          2. Payments  under  Guaranty.  (a) In the event any Secured Party does
not receive the full amount of any  Obligation  payable to or for the benefit of
such Secured  Party on any date (a  "Chesapeake  Default"),  then the  Guarantor
shall pay to the Indenture  Trustee,  for the benefit of such Secured Party, any
such amount that  remains  outstanding  on the later of (x) the date that is one
year  following the latest final  maturity  date of any Class of Investor  Notes
Outstanding  on the date of such  Chesapeake  Default and (y) Five Business Days
following the date of such Chesapeake Default.

          (b) All amounts  paid by the  Guarantor  under this  Guaranty  will be
treated like  Collections and applied in accordance with the priority of payment
provisions of the Indenture.

          3.  Continuance of this  Agreement.  This Guaranty (i) is a continuing
guarantee and shall remain in full force and effect until all of the Obligations
have been  indefeasibly  paid in full and the Indenture  has been  terminated in
accordance  with its terms;  and (ii) shall continue to be effective or shall be
reinstated,  as the  case  may be,  if at any  time  any  payment  of any of the
Obligations is rescinded,  avoided or rendered void as a preferential  transfer,
impermissible  set-off,  fraudulent  conveyance or must otherwise be returned or
disgorged by the  Indenture  Trustee or any Secured  Party upon the  insolvency,
bankruptcy  or  reorganization  of any  Person,  all as though  such  rescinded,
avoided or voided payment had not been made, and  notwithstanding  any action or
failure to act on the part of the  Indenture  Trustee or such  Secured  Party in
reliance on such payment.

          4. Waivers.  The Guarantor hereby waives (a) promptness and diligence;
(b)  notice  of the  incurrence  of any  additional  obligations  by  Chesapeake
Funding; (c) notice of any actions taken by the Indenture Trustee or the Secured
Parties  under the  Indenture;  (d)  acceptance  of this  Guaranty  and reliance
thereon by the Indenture  Trustee or the Secured  Parties;  and (e) presentment,
demand of  payment,  notice of  dishonor  or  nonpayment,  protest and notice of
protest with respect to the Obligations, and all other formalities of every kind
in connection with the enforcement of the Obligations,  the omission of or delay
in which might constitute grounds for relieving the Guarantor of its obligations
under this Guaranty.

          5.  Subrogation and Similar Rights.  The Guarantor waives any right of
subrogation  to the  claims of the  Indenture  Trustee  of the  Secured  Parties
against Chesapeake Funding,  and any right of indemnification by or contribution
from  Chesapeake  Funding arising by reason of any payment made by the Guarantor
under this Guaranty or otherwise.  If,

                                      -2-

<PAGE>


notwithFtanding  such  waiver,  any  amount  shall be paid to the  Guarantor  on
account of such  subrogation,  indemnification  or contribution at any time when
all of the Obligations shall not have been discharged in full, such amount shall
be held in trust  for the  benefit  of the  Indenture  Trustee  and the  Secured
Parties,  shall be segregated from the other funds of the Guarantor and shall be
remitted to the Indenture  Trustee for application  against the Obligations,  in
such order and amount as the Indenture Trustee shall elect.

          6.  Representations  and  Warranties.  The  Guarantor  represents  and
warrants to the Indenture Trustee and the Secured Parties that:

               a. The  Guarantor  has full  capacity  to make and  perform  this
          Guaranty.

               b. This  Guaranty  has been duly  executed  and  delivered by the
          Guarantor and  satisfaction by the Guarantor of the  Obligations  will
          not violate any  applicable  provision  of law or  judgment,  order or
          regulation  of any court or of any  public or  governmental  agency or
          authority  nor  conflict  with or  constitute a breach of or a default
          under any instrument to which the Guarantor is a party or by which the
          Guarantor or any of the Guarantor's  property is bound,  and that this
          Guaranty is a legal,  valid and binding  obligation  of the  Guarantor
          enforceable in accordance with its terms.

               c. There is no litigation,  proceeding or  investigation  pending
          or,  to  the  knowledge  of  the  Guarantor,  threatened  against  the
          Guarantor,  which has  resulted  or could  reasonably  be  expected to
          result in a  material  adverse  effect on the  business,  property  or
          financial  condition  of the  Guarantor or on the  performance  by the
          Guarantor of the Guarantor's obligations hereunder,  and the Guarantor
          is not in violation in any material respect of any applicable statute,
          rule, order or regulation of any governmental body.

          7.  Notices.  All  notices,   requests,   demands,  claims  and  other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder  will be deemed  duly  given if (and then two
business days after) it is sent by registered or certified mail,  return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

           If to the Indenture Trustee:

           JPMorgan Chase Bank
           4 New York Plaza, 6th Floor
           New York, NY 10004
           Facsimile:        (212) 623-5932
           Telephone:        (212) 623-5415

           If to the Guarantor:

           D.L. Peterson Trust
           307 International Circle
           Hunt Valley, MD  21030

                                      -3-


<PAGE>


           Facsimile:        (410) 771-2530
           Telephone:        (410) 771-2336


          8. Recourse.  The obligations of the Guarantor  created  hereunder are
contracted  for and created  solely in respect of the  Origination  Trust Assets
allocated to the Lease SUBI, the Lease SUBI  Portfolio and the Fleet  Receivable
SUBI, and not against any other Origination Trust Assets. The Indenture Trustee,
by  entering  into  and  accepting  this  Guaranty,  and each  Secured  Party by
accepting the benefit of this Guaranty, acknowledges and agrees that (a) each of
the  Lease  SUBI and the  Fleet  Receivable  SUBI is a  separate  series  of the
Guarantor  as  provided in Section  3806(b)(2)  of Chapter 38 of Title 12 of the
Delaware Code, 12 Del.C. Section 3801 et seq., (b)(i) the obligations under this
Guaranty  shall be  enforceable  against the Lease SUBI  Portfolio and the Fleet
Receivable  SUBI only,  and not against any other SUBI  Portfolio  (used in this
Section as defined in the  Origination  Trust  Agreement) or the UTI  Portfolio,
(ii) other debts, liabilities, obligations and expenses incurred, contracted for
or otherwise  existing with respect to the Lease SUBI, the Lease SUBI Portfolio,
the Fleet Receivable SUBI or the Fleet Receivables shall be enforceable  against
the Lease SUBI  Portfolio or the Fleet  Receivable  SUBI, as applicable  and not
against  any other  SUBI  Portfolio  (used in this  Section  as  defined  in the
Origination  Trust  Agreement)  or  the  UTI  Portfolio  and  (iii)  the  debts,
liabilities,  obligations  and expenses  incurred,  contracted  for or otherwise
existing  with respect to any other SUBI (used in this Section as defined in the
Origination  Trust  Agreement),  any other  SUBI  Portfolio,  the UTI or the UTI
Portfolio  shall be  enforceable  against  such other SUBI  Portfolio or the UTI
Portfolio only, and not against any other SUBI Assets,  (c) except to the extent
required by law,  UTI Assets or SUBI Assets with respect to any SUBI (other than
the Lease  SUBI and the Fleet  Receivable  SUBI)  shall  not be  subject  to the
claims,  debts,  liabilities,  expenses  or  obligations  arising  hereunder  or
otherwise  arising  from or with  respect to the Lease SUBI or Fleet  Receivable
SUBI,  respectively,  in respect of such claim, and (d)(i) no creditor or holder
of a claim relating to the Lease SUBI, the Fleet Receivable SUBI, the Lease SUBI
Portfolio  or the Fleet  Receivables  shall be entitled  to maintain  any action
against or recover any assets  allocated to the UTI or the UTI  Portfolio or any
other SUBI or the assets allocated thereto,  and (ii) no creditor or holder of a
claim  relating to the UTI,  the UTI  Portfolio or any SUBI other than the Lease
SUBI or the Fleet  Receivable  SUBI or any SUBI Assets other than the Lease SUBI
Portfolio  or the Fleet  Receivables  shall be entitled  to maintain  any action
against  or  recover  any  assets  allocated  to the  Lease  SUBI  or the  Fleet
Receivable SUBI.

          9. Miscellaneous.

               a. This Guaranty  contains the entire  agreement of the Indenture
Trustee, the Secured Parties and the Guarantor. No amendment of any provision of
this  Guaranty  shall be  effective  unless it is in  writing  and signed by the
Guarantor  and the  Indenture  Trustee,  and no waiver of any  provision of this
Guaranty,  and no waiver or consent to any departure by the Guarantor therefrom,
shall be  effective  unless  (i) it is in writing  and  signed by the  Indenture
Trustee and (ii) the Rating Agency  Condition has been satisfied with respect to
such  amendment,  and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

                                      -4-

<PAGE>


               b. No failure on the part of the Indenture  Trustee or any of the
Secured  Parties  or  such  Person's  assigns  to  exercise,  and  no  delay  in
exercising,  any right  hereunder or under the  Indenture  or any right  against
Chesapeake  Funding shall  operate as a waiver hereof or thereof;  nor shall any
single or partial  exercise of any right preclude any other or further  exercise
thereof or the  exercise  of any other  right.  The rights and  remedies  of the
Indenture  Trustee and the Secured Parties under this Guaranty and the Indenture
are  cumulative  and are in  addition  to, and not  exclusive  of, any rights or
remedies provided by law.

               c.  Any  provision  of  this  Guaranty  which  is  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or  unenforceability,  and such prohibition or
unenforceability  shall not  invalidate  such  provision to the extent it is not
prohibited  or  unenforceable  in any other  jurisdiction,  nor  invalidate  the
remaining  provisions  hereof  or  thereof,  all of  which  shall  be  liberally
construed in favor of the  Indenture  Trustee in order to effect the  provisions
hereof.

               d. The obligations of the Guarantor under this Guaranty shall not
be subject to any  counterclaim,  setoff,  deduction  or defense  based upon any
related or unrelated claim which the Guarantor may now or hereafter have against
the Indenture Trustee or the Secured Parties,  except indefeasible  discharge of
the Obligations.

               e. The Indenture Trustee, on behalf of the Secured Parties, shall
be entitled to enforce this Guaranty directly against the Guarantor.

               f.  This  Agreement   shall  be  governed  by  and  construed  in
accordance with the law of the State of New York.

               g. The paragraph  headings used herein are for  convenience  only
and do not affect or modify the terms and conditions hereof.

          10. Judicial  Proceedings.  Any suit,  action, or proceeding,  whether
claim or  counterclaim,  brought or  instituted by the  Indenture  Trustee,  the
Secured Parties or the Guarantor,  or any of their successors or assigns,  on or
with  respect to this  Guaranty,  the  dealings of the  Indenture  Trustee,  the
Secured Parties or the Guarantor with respect  hereto,  shall be tried only by a
court  and  not by a jury.  THE  GUARANTOR  HEREBY  KNOWINGLY,  VOLUNTARILY  AND
INTENTIONALLY  WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH  SUIT,  ACTION OR
PROCEEDING.  Further,  the  Guarantor  waives  any right it may have to claim or
recover,  in any such  suit,  action  or  proceeding,  any  special,  exemplary,
punitive or consequential  damages or any damages other than, or in addition to,
actual damages.  THE GUARANTOR  ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH IS A
SPECIFIC  AND  MATERIAL  ASPECT OF THIS  GUARANTY  AND THAT  NEITHER THE SECURED
PARTIES NOR THE INDENTURE TRUSTEE WOULD ENTER INTO THE TRANSACTIONS CONTEMPLATED
HEREIN  IF THE  WAIVERS  SET  FORTH  IN THIS  PARAGRAPH  WERE NOT A PART OF THIS
AGREEMENT.

          11.  Consent to  Jurisdiction  and Service of Process.  The  Guarantor
irrevocably  appoints  each and every  officer of the  Indenture  Trustee as its
attorneys  upon whom may be

                                      -5-

<PAGE>


served, by regular or certified mail at the address for notices set forth in the
Base  Indenture,  any notice,  process or  pleading in any action or  proceeding
against  it  arising  out of or in  connection  with  this  Guaranty,  the  Base
Indenture or the Investor  Notes.  The  Guarantor  hereby (a) consents  that any
action or proceeding  against it be commenced and maintained in any court within
the State of New York or in the United  States  District  Court for the Southern
District of New York by service of process on any such officer;  (b) agrees that
the courts of the State of New York and the United States District Court for the
Southern  District  of New York  shall  have  jurisdiction  with  respect to the
subject  matter  hereof  and the  person of the  Guarantor;  and (c)  waives any
objection  that the Guarantor  may now or hereafter  have as to the venue of any
such suit, action or proceeding brought in such a court or that such court is an
inconvenient forum. Notwithstanding the foregoing, the Indenture Trustee, in its
absolute  discretion,  may also initiate  proceedings in the courts of any other
jurisdiction  in  which  the  Guarantor  may be  found  or in  which  any of its
properties may be located.

          12.  Non-petition.   The  Indenture  Trustee,  by  entering  into  and
accepting this Guaranty, and each Secured Party by accepting the benefit of this
Guaranty,  hereby  covenants  and agrees that it will not at any time  institute
against, or join any other Person in instituting against,  the Guarantor,  Raven
Funding LLC, any other Special Purpose Entity,  or any general partner or single
member of any Special Purpose Entity that is a partnership or limited  liability
company, respectively, any bankruptcy,  reorganization,  arrangement, insolvency
or  liquidation  proceeding  or other  proceedings  under any  federal  or state
bankruptcy or similar law.

          13. Limitation of Liability.  It is expressly understood and agreed by
the  parties  hereto  that  (a) this  Guaranty  is  executed  and  delivered  by
Wilmington  Trust Company,  not individually or personally but solely as trustee
of the  Guarantor  in the  exercise of the powers and  authority  conferred  and
vested  in  it  under  the  Origination   Trust  Agreement,   (b)  each  of  the
representations,  undertakings  and  agreements  herein  made on the part of the
Guarantor is made and intended not as a personal representation, undertaking and
agreement by  Wilmington  Trust Company but is made and intended for the purpose
of binding only the Guarantor and (c) under no  circumstances  shall  Wilmington
Trust  Company be  personally  liable for the  payment  of any  indebtedness  or
expenses  of the  Guarantor  or be  liable  for the  breach  or  failure  of any
obligation,  representation,  warranty or  covenant  made or  undertaken  by the
Guarantor  under this Guaranty  except in accordance  with the provisions of the
Origination Trust Agreement.

                                      -6-

<PAGE>


          IN WITNESS  WHEREOF,  the  undersigned  has caused this Guaranty to be
duly executed as of the date first above written.


                               D.L. Peterson Trust, as Guarantor

                               By: Wilmington Trust Company, not in
                                     its individual capacity but solely as
                                     Delaware Trustee and SUBI Trustee


                               By:  /s/ Jennifer A. Luce
                                   ---------------------------------------------
                                    Title:  Financial Services Officer

<PAGE>


                               JPMORGAN CHASE BANK, as
                                 Indenture Trustee


                               By:  /s/ Connie Cho
                                   ---------------------------------------------
                                    Title:  Trust Officer