{"id":40060,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/limited-guaranty-csx-corp-bank-of-america-na-and-john-w-snow.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"limited-guaranty-csx-corp-bank-of-america-na-and-john-w-snow","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/limited-guaranty-csx-corp-bank-of-america-na-and-john-w-snow.html","title":{"rendered":"Limited Guaranty &#8211; CSX Corp., Bank of America NA and John W. Snow"},"content":{"rendered":"<pre>                                                         Date September 22, 2000\n\n                               LIMITED GUARANTY\n\n===============================================================================\n\nBANK:                                              GUARANTOR:\n \nBank of America, N.A.                              CSX Corporation\nBanking Center:                                    901 East Cary Street\n                                                   Richmond, VA 23219\n      Private Bank                                 Attn:  Corporate Secretary\n      1111 East Main Street\n      Richmond, Virginia 23219\n===============================================================================\n\n     \"BORROWER\":                         John W. Snow\n                                         ------------\n\n1.   GUARANTY.  FOR VALUE RECEIVED, and to induce Bank of America, N.A. (Attn:\nPrivate Bank) (\"Bank\") to make loans or advances or to extend credit or other\nfinancial accommodations or benefits, with or without security, to or for the\naccount of Borrower, the undersigned \"Guarantor\", if more than one, then each of\nthem jointly and severally, hereby becomes surety for and irrevocably and\nunconditionally guarantees to Bank prompt payment in an amount as provided\nherein, when due, whether by acceleration or otherwise, of any Liabilities of\nBorrower to Bank.  This Guaranty is cumulative to and does not supersede any\nother guaranties.\n \nNotwithstanding any provision of this Guaranty to the contrary, this Guaranty is\nlimited to the amount of $13,347,006.49 dollars principal plus interest incurred\n                         --------------                                         \nby Borrower pursuant to that certain promissory note or other Loan Documents\nfrom Borrower to Bank, dated September 22, 2000 in the principal amount of\n                                                                          \n$13,347,006.49 dollars, including, without limitation, all principal plus\n--------------                                                           \ninterest owing at any time thereunder whether arising by renewal or advance of\nadditional principal which may accrue or be incurred with respect to said\npromissory note or other Loan Documents, plus attorney's fees, cost of expenses\nof collection incurred and\/or the cost of the enforcement of rights in enforcing\nthis Guaranty (including, without limitation, any liability arising from failure\nto comply with any state or federal laws, rules and regulations concerning the\ncontrol of hazardous waste or substances at or with respect to any real estate\nsecuring any loan guaranteed hereby), plus interest on such attorney'' fees and\ncost of collection.\n\nExcept to the extend limited above, Guarantor unconditionally guarantees the\nfaithful, prompt and complete compliance by Borrower with all Obligations (as\nhereinafter defined).  The undertakings of Guarantor hereunder are independent\nof the Liabilities and Obligations of Borrower and a separate action or actions\nfor payment, damages or performance may be brought or prosecuted against\nGuarantor, whether or not an action is brought against Borrower or to realize\nupon the security for the Liabilities and\/or Obligations, whether or not\nBorrower is joined in any such action or actions, and whether or not notice is\ngiven or demand is made upon Borrower.\n\nBank shall not be required to proceed first against Borrower, or any other\nperson or entity, whether primarily or secondarily liable, or against any\ncollateral held by it, before resorting to Guarantor for payment, and Guarantor\nshall not be entitled to assert as a defense to the enforceability of the\nGuaranty any defense of Borrower with respect to any Liabilities or Obligations.\n\n2.   PARAGRAPH HEADINGS, GOVERNING LAW AND BINDING EFFECT.   Guarantor agrees\nthat the paragraph headings in this Guaranty are for convenience only and that\nthey will not limit any of the provisions of this Guaranty.  Guarantor further\nagrees that this Guaranty shall be governed by and construed in accordance with\nthe laws of the Commonwealth of Virginia and applicable United States federal\nlaw.  Guarantor further agrees that this Guaranty shall be deemed to have been\nmade in the Commonwealth of Virginia at Bank's address indicated above, and\nshall be governed by, and construed in accordance with, the laws of the\nCommonwealth of Virginia, or the United States courts located within the\nCommonwealth of Virginia, and is performable in the Commonwealth of Virginia.\nThis Guaranty is binding upon Guarantor, his, their or its executors,\nadministrators, successors or assigns, and shall inure to the benefit of Bank,\nits successors, indorsees or assigns.  Anyone executing this Guaranty shall be\nbound by the terms hereof without regard to execution by anyone else.\n\n3.   DEFINITIONS.\n\n     A.  \"Guarantor\" shall mean Guarantor or any one or more of them.\n\n     B.  \"Liability\" or \"Liabilities\" shall mean without limitation, all\nliabilities, overdrafts, indebtedness, and obligations of Borrower and\/or\nGuarantor to Bank, whether direct or indirect, absolute or contingent, joint or\nseveral, secured or unsecured, due or not due, contractual or tortious,\nliquidated \n\nBank of America               -1-                               Limited Guaranty\nVirginia [Commercial]                                                       2\/96\n\n \nor unliquidated, arising by operation of law or otherwise, now or\nhereafter existing, or held or to be held by Bank for its own account or as\nagent for another or others, whether created directly, indirectly, or acquired\nby assignment or otherwise, including but not limited to all extensions or\nrenewals thereof, and all sums payable under or by virtue thereof, including\nwithout limitation, all amounts of principal and interest, all expenses\n(including reasonable attorney's fees and cost of collection) incurred in the\ncollection thereof or the enforcement of rights thereunder (including without\nlimitation, any liability arising from failure to comply with state or federal\nlaws, rules and regulations concerning the control of hazardous waste or\nsubstances at or with respect to any real estate securing any loan guaranteed\nhereby), whether arising in the ordinary course of business or otherwise.  If\nBorrower is a partnership, corporation or other entity the term \"Liability\" or\n\"Liabilities\" as used herein shall include all Liabilities to Bank of any\nsuccessor entity or entities.\n\n     C.  \"Loan Documents\" shall mean all deeds to secure debt, deeds of trust,\nmortgages, security agreements and other documents securing payment of the\nLiabilities and all notes and other agreements, documents, and instruments\nevidencing or relating to the Liabilities and Obligations.\n\n     D.  \"Obligation\" or \"Obligations\" shall mean all terms, conditions,\ncovenants, agreements and undertakings of Borrower and\/or Guarantor under all\nnotes and other documents evidencing the Liabilities, and under all deeds to\nsecure debt, deeds of trust, mortgages, security agreements and other\nagreements, documents and instruments executed in connection with the\nLiabilities or related thereto.\n\n4.   WAIVERS BY GUARANTOR.  Guarantor waives notice of acceptance of this\nGuaranty, notice of any Liabilities or Obligations to which it may apply,\npresentment, demand for payment, protest, notice of dishonor or nonpayment of\nany Liabilities, notice of intent to accelerate, notice of acceleration, and\nnotice of any suit or the taking of other action by Bank against Borrower,\nGuarantor or any other person, any applicable statute of limitations and any\nother notice to any party liable on any Loan Document (including Guarantor).\n\nEach Guarantor also hereby waives any claim, right or remedy which such\nGuarantor may now have or hereafter acquire against Borrower that arises\nhereunder and\/or from the performance by any other Guarantor hereunder\nincluding, without limitation, any claim, remedy or right of subrogation,\nreimbursement, exoneration, contribution, indemnification, or participation in\nany claim, right or remedy of Bank against Borrower or against any security\nwhich Bank now has or hereafter acquires, whether or not such claim, right or\nremedy arises in equity, under contract, by statute, under common law or\notherwise.\n\nGuarantor also waives the benefits of any provision of law requiring that Bank\nexhaust any right or remedy, or take any action, against Borrower, any\nGuarantor, any other person and\/or property including but not limited to the\nprovisions of the Virginia Code (S)49-25 and the Virginia Code (S)49-26, as\namended, or otherwise.\n\nBank may at any time and from time to time (whether before or after revocation\nor termination of this Guaranty) without notice to Guarantor (except as required\nby law), without incurring responsibility to Guarantor, without impairing,\nreleasing or otherwise affecting the Obligations of Guarantor, in whole or in\npart, and without the indorsement or execution by Guarantor of any additional\nconsent, waiver or guaranty:  (a) change the manner, place or terms of payment,\nor change or extend the time of or renew, or change any interest rate or alter\nany Liability or Obligation or installment thereof, or any security therefor;\n(b) loan additional monies or extend additional credit to Borrower, with or\nwithout security, thereby creating new Liabilities or Obligations the payment or\nperformance of which shall be guaranteed hereunder, and the Guaranty herein made\nshall apply to the Liabilities and Obligations as so changed, extended,\nsurrendered, realized upon or otherwise altered; (c) sell, exchange, release,\nsurrender, realize upon or otherwise deal with in any manner and in any order\nany property at any time pledged or mortgaged to secure the Liabilities or\nObligations and any offset there against; (d) exercise or refrain from\nexercising any rights against Borrower or others (including Guarantor) or act or\nrefrain from acting in any other manner; (e) settle or compromise any Liability\nor Obligation or any security therefor and subordinate the payment of all or any\npart thereof to the payment of any Liability or Obligation of any other parties\nprimarily or secondarily liable on any of the Liabilities or Obligations; (f)\nrelease or compromise any Liability of Guarantor hereunder or any Liability or\nObligation of any other parties primarily or secondarily liable on any of the\nLiabilities or Obligations; or (g) apply any sums from any sources to any\nLiability without regard to any Liabilities remaining unpaid.\n\n5.   SUBORDINATION.  Upon demand of Bank, Guarantor agrees that it will not\ndemand, take or receive from Borrower, by set-off or in any other manner,\npayment of any debt, now and at any time or times hereafter owing by Borrower\nto Guarantor, unless and until all the Liabilities and Obligations shall have\nbeen fully paid and performed, and any security interest, liens or encumbrances\nwhich Guarantor now has and from time to time hereafter may have upon any of the\nassets of Borrower shall be made subordinate, \n\n\nBank of America               -2-                               Limited Guaranty\nVirginia [Commercial]                                                       2\/96\n\n \njunior and inferior and postponed in priority, operation and effect to any\nsecurity interest of Bank in such assets.\n\n6.   WAIVERS BY BANK.  No delay on the part of Bank in exercising any of its\noptions, powers or rights, and no partial or single exercise thereof, shall\nconstitute a waiver thereof.  No wavier of any of its rights hereunder, and no\nmodification or amendment of this Guaranty, shall be deemed to be made by Bank\nunless the same shall be in writing, duly signed on behalf of Bank; and each\nsuch waiver, if any, shall apply only with respect to the specific instance\ninvolved, and shall in no way impair the rights of Bank or the obligations of\nGuarantor to Bank in any other respect at any other time.\n\n7.   TERMINATION.  This Guaranty shall be binding on each Guarantor until\nwritten notice of revocation signed by such Guarantor or written notice of the\ndeath of such Guarantor shall have been received by Bank, notwithstanding change\nin name, location, composition or structure of, or the dissolution, termination\nor increase, decrease or change in personnel, owners or partners of Borrower, or\nany one ore more of Guarantors.  No notice of revocation or termination hereof\nshall affect in any manner rights arising under this Guaranty with respect to\nLiabilities or Obligations that shall have been committed, created, contracted,\nassumed or incurred prior to receipt of such written notice pursuant to any\nagreement entered into by Bank prior to receipt of such notice.  The sole effect\nof such notice of revocation or termination hereof shall be to exclude from this\nGuaranty, Liabilities or Obligations thereafter arising that are unconnected\nwith Liabilities or Obligations theretofore arising or transactions entered into\ntheretofore.\n\nIn the event of the death of a Guarantor, the liability of the estate of the\ndeceased Guarantor shall continue in full force and effect as to (i) the\nLiabilities existing at the date of death, and any renewals or extensions\nthereof, and (ii) loans or advances made to or for the account of Borrower after\nthe date of the death of the deceased Guarantor pursuant to a commitment made by\nBank to Borrower prior to the date of such death.  As to all surviving\nGuarantors, this Guaranty shall continue in full force and effect after the\ndeath of a Guarantor, not only as to the Liabilities existing at that time, but\nalso as to Liabilities thereafter incurred by Borrower to Bank.\n\n8.   PARTIAL INVALIDITY AND\/OR ENFORCEABILITY OF GUARANTY.  The unenforceability\nor invalidity of any provision of this Guaranty shall not affect the\nenforceability or validity of any other provision herein and the invalidity or\nunenforceability of any provision of any Loan Document as it may apply to any\nperson or circumstance shall not affect the enforceability or validity of such\nprovision as it may apply to other persons or circumstances.\n\nIn the event Bank is required to relinquish or return the payments, the\ncollateral or the proceeds thereof, in whole or in part, which had been\npreviously applied to or retained for application against any Liability, by\nreason of a proceeding arising under the Bankruptcy Code, or for any other\nreason, this Guaranty shall automatically continue to be effective\nnotwithstanding any previous cancellation or release effected by Bank.\n\n9.   CHANGE OF STATUS.  Guarantor will not merge into or consolidate with any\nother entity, or permit any other entity to merge into or consolidate with it,\nor sell, transfer, lease or otherwise dispose of (in one transaction or a series\nof transactions) all or substantially all of its assets (whether now owned or\nhereafter acquired) unless (a) the surviving corporation in such transaction\n(whether the Guarantor or another entity, the \"Surviving Corporation\") shall be\na corporation organized and existing under the laws of the United States of\nAmerica, any state thereof or the District of Columbia, and the Surviving\nCorporation shall expressly assume all of the Guarantor's obligations under this\nGuaranty and any other Loan Document to which Guarantor is a party in writing,\n(b) immediately after giving effect  to such transaction, no default (or any\nevent described in Section 12 of this Guaranty) shall have occurred hereunder or\nunder any other Loan Document to which Guarantor is a party, and (c) immediately\nafter giving effect to any such transaction, the Net Worth of the Surviving\nCorporation, calculated in accordance with generally accepted accounting\nprinciples, shall be equal to or greater than the Net Worth of Guarantor as of\nthe last day of the immediately preceding fiscal quarter of Guarantor, and the\nSurviving Corporation shall deliver to Bank such certificates of financial\nofficers and opinions of counsel and other documents as Bank may request to\nconfirm compliance with all of the foregoing conditions.  Guarantor further\nagrees that this Guaranty shall be binding, legal and enforceable against\nGuarantor in the event Borrower changes its name, status or type of entity.\n\n10.  FINANCIAL AND OTHER INFORMATION.  Guarantor agrees to furnish to Bank any\nand all financial information and any other information regarding Guarantor\nand\/or collateral requested in writing by Bank within ten (10) days of the date\nof the request.  Guarantor has made an independent investigation of the\nfinancial condition and affairs of Borrower prior to entering into this\nGuaranty, and Guarantor will continue to make such investigation; and in\nentering into this Guaranty Guarantor has not relied upon any representation of\nBank as to the financial condition, operation or creditworthiness of Borrower.\n\nBank of America               -3-                               Limited Guaranty\nVirginia [Commercial]                                                       2\/96\n\n \nGuarantor further agrees that Bank shall have no duty or responsibility now or\nhereafter to make any investigation or appraisal of Borrower on behalf of\nGuarantor or to provide Guarantor with any credit or other information which may\ncome to its attention now or hereafter.\n\n11.  NOTICES.  Notice shall be deemed reasonable if mailed postage prepaid at\nleast five (5) days before the related action to the address of Guarantor or\nBank, at their respective addresses indicated at the beginning of this Guaranty,\nor to such other address as any party may designate by written notice to the\nother party.  Each notice, request and demand shall be deemed given or made, if\nsent by mail, upon the earlier of the date of receipt or five (5) days after\ndeposit in the U.S. Mail, first class postage prepaid, or if sent by any other\nmeans, upon delivery.\n\n12.  GUARANTOR DUTIES.  Guarantor shall upon notice or demand by Bank promptly\nand with due diligence pay all Liabilities and perform and satisfy all\nObligations for the benefit of Bank in the event of (a) the occurrence of any\ndefault under any Loan Documents; (b) the failure of any Borrower or Guarantor\nto perform any obligation or pay any liability or indebtedness of any Borrower\nor Guarantor to Bank, or to any affiliate of Bank, whether under any Note,\nGuaranty, or any other agreements, now or hereafter existing, as and when due\n(whether upon demand, at maturity or by acceleration); (c) the failure of any\nBorrower or Guarantor to pay or perform any other liability, obligation or\nindebtedness of any Borrower or Guarantor to any other party; (d) the death of\nany Borrower or Guarantor (if an individual); (e) the resignation or withdrawal\nof any partner or a material owner\/Guarantor of Borrower, as determined by Bank\nin its sole discretion; (f) the commencement of a proceeding against any\nBorrower or Guarantor for dissolution or liquidation, the voluntary or\ninvoluntary termination or dissolution of any Borrower or Guarantor or the\nmerger or consolidation of any Borrower or Guarantor with or into another\nentity; (g) the insolvency, or the business failure of, or the appointment of a\ncustodian, trustee, liquidator or receiver for or of any of the property of, or\nthe assignment for the benefit oferially misleading when made; (i) the failure of Guarantor or\nBorrower to timely deliver such financial statements including tax returns and\nall schedules, or other statements of condition or other information, as Bank\nshall request from time to time; (j) the entry of a judgment against Borrower or\nGuarantor which Bank deems to be of a material nature in the sole discretion of\nBank; (k) the seizure or forfeiture of any of Borrower or Guarantor's property,\nor the issuance of any writ of possession, garnishment or attachment, or any\nturnover order; (l) the sole determination by Bank that Guarantor or Borrower\njointly or severally, has suffered a material adverse change in its financial\ncondition; (m) the determination by Bank that for any reason it is insecure; (n)\nany lien or additional security interest being place upon any collateral which\nis security for any Loan Document; or (o) the failure of Borrower's business to\ncomply with any law or regulation controlling the operation of Borrower's\nbusiness.\n\n13.  REMEDIES.  Upon the failure of Guarantor to fulfill its duty to pay all\nLiabilities and perform and satisfy all Obligations as required hereunder, Bank\nshall have all of the remedies of a creditor and, to the extent applicable, of a\nsecured party, under all applicable law, and without limiting the generality of\nthe foregoing, Bank may, at its option and without notice or demand:  (a)\ndeclare any Liability due and payable at once; (b) take possession of any\ncollateral pledged by Borrower or Guarantor wherever located, and sell, resell,\nassign, transfer and deliver all or any part of said collateral of Borrower or\nGuarantor at any public or private sale or otherwise dispose of any or all of\nthe collateral in its then condition, for cash or on credit or for future\ndelivery, and in connection therewith Bank may impose reasonable conditions upon\nany such sale, and Bank, unless prohibited by law the provisions of which cannot\nbe waived, may purchase all or any part of said collateral to be sold, free from\nand discharged of all trusts, claims rights or redemption and equities of\nBorrower or Guarantor whatsoever; Guarantor acknowledges and agrees that the\nsale of any collateral through any nationally recognized broker-dealer,\ninvestment banker or any other method common in the securities industry shall be\ndeemed a commercially reasonable sale under the Uniform Commercial Code or any\nother equivalent statute or federal law, and expressly waives notice thereof\nexcept as provided herein; and (c) set-off against any or all liabilities of\nGuarantor all money owed by Bank or any of its agents or affiliates in any\ncapacity to Guarantor whether or not due, and also set-off against all other\nLiabilities of Guarantor to Bank all money owed by Bank in any capacity of\nGuarantor, and if exercised by Bank, Bank shall be deemed to have exercised such\nright of set-off and to have made a charge against any such money immediately\nupon the occurrence of such default although made or entered on the books\nsubsequent thereto.\n\nBank shall have a properly perfected security interest in all of Guarantor's\nfunds on deposit with Bank to secure the balance of any Liabilities and\/or\nObligations that Guarantor may now or in the future owe Bank.  Bank is granted a\ncontractual right of set-off and will not be liable for dishonoring checks or\nwithdrawals where the exercise of Bank's contractual right of set-off or\nsecurity interest results in insufficient funds in Guarantor's account.  As\nauthorized by law, Guarantor grants to Bank this \n\nBank of America                     -4-                         Limited Guaranty\n\n \ncontractual right of set-off and security interest in all property of Guarantor\nnow or at anytime hereafter in the possession of Bank, including but not limited\nto any joint account, special account, account by the entireties, tenancy in\ncommon, and all dividends and distributions now or hereafter in the possession\nor control of Bank.\n\n14.  ATTORNEY FEES, COST AND EXPENSES.  Guarantor shall pay all costs of\ncollection and reasonable attorney's fees, including reasonable attorney's fees\nin connection with any suit, mediation or arbitration proceeding, out of Court\npayment agreement, trial, appeal, bankruptcy proceedings or otherwise, incurred\nor paid by Bank in enforcing the payment of any Liability or defending this\nagreement.\n\n15.  PRESERVATION OF PROPERTY.  Bank shall not be bound to take any steps\nnecessary to preserve any rights in any property pledged as collateral to Bank\nto secure Borrower and\/or Guarantor's Liabilities and Obligations as against\nprior parties who may be liable in connection therewith, and Borrower and\nGuarantor hereby agree to take any such steps.  Bank, nevertheless, at any time,\nmay (a) take any action it deems appropriate for the care or preservation of\nsuch property or of any rights of Borrower and\/or Guarantor or Bank therein; (b)\ndemand, sue for, collect or receive any money or property at any time due,\npayable or receivable on account of or in exchange for any property pledged as\ncollateral, to Bank to secure Borrower and\/or Guarantor's Liabilities to Bank;\n(c) compromise and settle with any person liable on such property; or (d) extend\nthe time of payment or otherwise change the terms of the Loan Documents as to\nany party liable on the Loan Documents, all without notice to, without incurring\nresponsibility to, and without affecting any of the Obligations or Liabilities\nof Guarantor.\n\n16.  ARBITRATION AND WAIVER OF JURY TRIAL.\n\n     (a)  This paragraph concerns the resolution of any controversies or claims\nbetween Guarantor and Bank, whether arising in contract, tort or by statute,\nincluding but not limited to controversies or claims that arise out of or relate\nto:  (i) this Guaranty (including any renewals, extensions or modifications); or\n(ii) any document related to this Guaranty (collectively a \"Claim\").\n\n     (b)  At the request of Guarantor or Bank, any Claim shall be resolved by\nbinding arbitration in accordance with the Federal Arbitration Act (Title 9,\nUnited States Code) (the \"Act\").  The Act will apply even thought this Guaranty\nprovides that it is governed by the law of a specified state.\n\n     (c)  Arbitration proceedings will be determined in accordance with the Act,\nthe applicable rules and procedures for the arbitration of disputes of JAMS or\nany successor thereof (\"JAMS\"), and the terms of this paragraph.  In the event\nof any inconsistency, the terms of this paragraph shall control.\n\n     (d)  The arbitration shall be administered by JAMS and conducted in any\nU.S. state where real or tangible personal property collateral for this Guaranty\nis located or if there is no such collateral, the Commonwealth of Virginia.  All\nClaims shall be determined by one arbitrator, however, if Claims exceed Five\nMillion U.S. Dollars ($5,000,000), upon the request of any party, the Claims\nshall be decided by three arbitrators.  All arbitration hearings shall commence\nwithin 90 days of the demand for arbitration and close within 90 days of\ncommencement, and the award of the arbitrator(s) shall be issued within 30 days\nof the close of the hearing.  However, the arbitrator(s), upon a showing of good\ncause, may extend the commencement of the hearing for up to an additional 60\ndays.  The arbitrator(s) shall provide a concise written statement of reasons\nfor the award.  The arbitration award may be submitted to any court having\njurisdiction to be confirmed and enforced.\n\n     (e)  The arbitrator(s) will have the authority to decide whether any Claim\nis barred by the statute of limitations and, if so, to dismiss the arbitration\non that basis.  For purposes of the application of the statute of limitations,\nthe service on JAMS under applicable JAMS rules of a notice of claim is the\nequivalent of the filing of a lawsuit.  Any dispute concerning this arbitration\nprovision or whether a Claim is arbitrable shall be determined by the\narbitrator(s).  The arbitrator(s) shall have the power to award legal fees\npursuant to the terms of this Guaranty.\n\n     (f)  This paragraph does not limit the right of Guarantor or Bank to: (i)\nexercise self-help remedies, such as but not limited to, setoff, (ii) initiate\njudicial or nonjudicial foreclosure against any real or personal property\ncollateral, (iii) exercise any judicial or power of sale rights, or (iv) act in\na court of law to obtain an interim remedy, such as but not limited to,\ninjunctive relief, writ of possession or appointment of a receiver, or\nadditional or supplementary remedies.\n\n     (g)  The filing of a court action is not intended to constitute a waiver of\nthe right of Guarantor or Bank, including the suing party, thereafter to require\nsubmittal of the Claim to arbitration.\n\n     (h)  By agreeing to binding arbitration, the parties irrevocably and\nvoluntarily waive any right they may have to a trial by jury in respect of any\nClaim.  Furthermore, without intending in any way to \n\nBank of America                     -5-                         Limited Guaranty\n\n \nlimit this agreement to arbitrate, to the extent any Claim is not arbitrated,\nthe parties irrevocably and voluntarily waive any right they may have to a trial\nby jury in respect of such Claim. This provision is a material inducement for\nthe parties entering into this Guaranty.\n\n17.  CONTROLLING DOCUMENT.  To the extent that this Limited Guaranty conflicts\nwith or is in any way incompatible with any other Loan Document concerning this\nObligation, any promissory note shall control over any other document, and if\nsuch promissory note does not address an issue, then each other document shall\ncontrol to the extent that it deals most specifically with an issue.\n\n18.  EXECUTION UNDER SEAL.  This Guaranty is being executed under seal by\nGuarantor.\n\n19.  NOTICE OF FINAL AGREEMENT.  THIS WRITTEN LIMITED GUARANTY REPRESENTS THE\nFINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF\nPRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE\nNO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.\n\nIN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed\nunder seal on this 22nd day of September, 2000.\n\nWITNESSED BY:                            GUARANTOR:\n\n   \/s\/Pamela W. Nichols                  CSX CORPORATION\n --------------------------------         \n                                         By:    \/s\/Gregory R. Weber\n                                              ------------------------------\n(Seal)\n   Pamela W. Nichols                     Name: G. R. Weber\n --------------------------------             ------------------------------ \n Staff Assistant\n Print Name and Title                    Title: Vice President &amp; Treasurer\n                                                ----------------------------  \n\n\n                                            \/s\/Rachel E. Geiersbach\n                                          ----------------------------------\n                                          Attest (If Applicable)\n\n                                                  [Corporate Seal]\n\n\n\nCORPORATE ACKNOWLEDGEMENT\n\nState of Virginia  )\n                   )\nCity of Richmond   )\n\nThis instrument was acknowledged before me on September 25, 2000, by G. R.\nWeber, Vice President &amp; Treasurer of CSX Corporation, a Virginia corporation, on\nbehalf of said corporation.\n\n                                               \/s\/Diana B. Flowers\n                                               ---------------------\n                                               Notary Public\n(Seal)                                         in and for the State of Virginia\n\nAugust 31, 2003                                Diana B. Flowers\n---------------------                          ----------------\nMy Commission Expires                          Print Name of Notary\n\n\nBank of America               -6-                               Limited Guaranty\nVirginia [Commercial]                                                       2\/96\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7241],"corporate_contracts_industries":[9524],"corporate_contracts_types":[9539,9544],"class_list":["post-40060","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-csx-corp","corporate_contracts_industries-transportation__railroads","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40060","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40060"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40060"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40060"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40060"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}