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Limited Guaranty

This is an actual contract by Rite Aid.

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Sectors: Retail
Governing Law: New York, View New York State Laws
Effective Date: June 19, 1998
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Date June 19, 1998


Limited Guaranty


==================================================================================================== Bank: Guarantor: NationsBank, N.A. Rite Aid Corporation Banking Center: 30 Hunter Lane Private Client Group Camp Hill, Pennsylvania 17011 101 South Tryon Street Charlotte, North Carolina 28255


(Street address including county) (Name and street address, including county) ====================================================================================================


"Borrower": Bruce Sholk and Beth Kaplan
----------------------------
(Borrowers' Names)


1. Guaranty. FOR VALUE RECEIVED, and to induce NationsBank, N.A. (Attn: Mark R. Antweil, Private Client Group) ("Bank") to make loans or advances or to extend credit or other financial accommodations or benefits, with or without security, to or for the account of the Borrowers, the undersigned "Guarantor", if more than one, then each of them jointly and severally, hereby becomes surety for and irrevocably and unconditionally guarantees to Bank prompt payment in an amount as provided herein, when due, whether by acceleration or otherwise, of any Liabilities of a Borrower to Bank. This Guaranty is cumulative to and does not supersede any other guaranties.


[This Guaranty contains some provisions preceded by boxes. If a box is marked, the provision applies to this transaction; if it is not marked, the provision does not apply to this transaction.]


[ ] This Guaranty is continuing and limited to the amount of $_________________________ dollars principal plus interest owing at any time, plus attorney's fees, cost of expenses of collection incurred and/or the cost of the enforcement of rights in enforcing this Guaranty (including, without limitation, any liability arising from failure to comply with any state or federal laws, rules and regulations concerning the control of hazardous waste or substances at or with respect to any real estate securing any loan guaranteed hereby), plus interest on such attorney's fees and cost of collection.


[X] This Guaranty is limited to (i) the amount of $2,500,000 owing at any time under the promissory note or other Loan Documents from the Borrowers to Bank, dated the date hereof in the principal amount of $2,500,000 (whether for principal now or hereafter arising, interest owing at any time thereunder, fees, costs, expenses, indemnities or otherwise), as amended or otherwise modified from time to time, plus (ii) attorneys' fees, costs and expenses incurred in connection with the enforcement of this Guaranty, plus (iii) interest on the amount demanded hereunder, from the date of demand until paid in full, payable upon demand, at the Prime Rate plus one percent per annum. The "Prime Rate" is the fluctuating rate of interest established by Bank from time to time, at its discretion, whether or not such rate shall be otherwise published. The Prime Rate is established by Bank as an index and may or may not at any time be the best or lowest rate charged by Bank on any loan.


[ ] This Guaranty is continuing and limited to __________________% percent of all principal plus interest owing at any time, plus attorney's fees, cost of expenses of collection incurred and/or the cost of the enforcement of rights in enforcing this Guaranty (including, without limitation, any liability arising from failure to comply with any state or federal laws, rules and regulations concerning the control of hazardous waste or substances at or with respect to any real estate securing any loan guaranteed hereby), plus interest on such attorney's fees and cost of collection.


[ ] This Guaranty is limited to _________% percent of all principal plus interest incurred by Borrower pursuant to that certain promissory note or other Loan Documents from Borrower to Bank, dated ____________________________, 19___ in the principal amount of $_________________________________ dollars, including, without limitation, all principal plus interest arising thereunder whether arising by renewal or advance of additional principal which may accrue or be incurred with respect to said promissory note or other Loan Documents, plus attorney's fees, cost of expenses of collection incurred and/or the cost


of the enforcement of rights in enforcing this Guaranty (including, without limitation, any liability arising from failure to comply with any state or federal laws, rules and regulations concerning the control of hazardous waste or substances at or with respect to any real estate securing any loan guaranteed hereby), plus interest on such attorney's fees and cost of collection.


Except to the extent limited above, Guarantor unconditionally guarantees the faithful, prompt and complete compliance by each Borrower with all Obligations (as hereinafter defined). The undertakings of Guarantor hereunder are independent of the Liabilities and Obligations of each Borrower and a separate action or actions for payment, damages or performance may be brought or prosecuted against Guarantor, whether or not an action is brought against either Borrower or to realize upon the security for the Liabilities and/or Obligations, whether or not either Borrower is joined in any such action or actions, and whether or not notice is given or demand is made upon a Borrower.


Bank shall not be required to proceed first against either Borrower, or any other person or entity, whether primarily or secondarily liable, or against any collateral held by it, before resorting to Guarantor for payment, and Guarantor shall not be entitled to assert as a defense to the enforceability of the Guaranty any defense of a Borrower with respect to any Liabilities or Obligations.


2. Paragraph Headings, Governing Law and Binding Effect. Guarantor agrees that the paragraph headings in this Guaranty are for convenience only and that they will not limit any of the provisions of this Guaranty. Guarantor further agrees that this Guaranty shall be governed by and construed in accordance with the laws of the State of New York and applicable United States federal law. Guarantor further agrees that this Guaranty shall be deemed to have been made in the State of New York, and shall be governed by, and construed in accordance with, the laws of the State of New York, or the United States courts located within the State of New York. This Guaranty is binding upon Guarantor, his, their or its executors, administrators, successors or assigns, and shall inure to the benefit of Bank, its successors, indorsees or assigns. Anyone executing this Guaranty shall be bound by the terms hereof without regard to execution by anyone else.


3. Definitions.


A. "Guarantor" shall mean Guarantor or any one or more of them.


B. "Liability" or "Liabilities" shall mean without limitation, all liabilities, overdrafts, indebtedness, and obligations of the Borrowers and/or Guarantor to Bank, whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or not due, contractual or tortious, liquidated or unliquidated, arising by operation of law or otherwise, now or hereafter existing, or held or to be held by Bank for its own account or as agent for another or others, whether created directly, indirectly, or acquired by assignment or otherwise, including but not limited to all extensions or renewals thereof, and all sums payable under or by virtue thereof, including without limitation, all amounts of principal and interest, all expenses (including reasonable attorney's fees and cost of collection) incurred in the collection thereof or the enforcement of rights thereunder (including without limitation, any liability arising from failure to comply with state or federal laws, rules and regulations concerning the control of hazardous waste or substances at or with respect to any real estate securing any loan guaranteed hereby), whether arising in the ordinary course of business or otherwise.


C. "Loan Documents" shall mean all deeds to secure debt, deeds of trust, mortgages, security agreements and other documents securing payment of the Liabilities and all notes and other agreements, documents, and instruments evidencing or relating to the Liabilities and Obligations.


D. "Obligation" or "Obligations" shall mean all terms, conditions, covenants, agreements and undertakings of Borrowers and/or Guarantor under all notes and other documents evidencing the Liabilities, and under all deeds to secure debt, deeds of trust, mortgages, security agreements and other agreements, documents and instruments executed in connection with the Liabilities or related thereto.


4. Waivers by Guarantor. Guarantor waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by Bank against either Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor).


Each Guarantor also hereby waives any claim, right or remedy which such Guarantor may now have or hereafter acquire against either Borrower that arises hereunder and/or from the performance by any other Guarantor hereunder including,


-2-


without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Bank against either Borrower or against any security which Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise.


Guarantor also waives the benefits of any provision of law requiring that Bank exhaust any right or remedy, or take any action, against Borrower, any Guarantor, any other person and/or property including but not limited to the provisions of N.C. Gen. Stat. (S)26-7 through (S)26-9, inclusive, as amended, or otherwise.


Bank may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the Obligations of Guarantor, in whole or in part, and without the indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability o
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