(2) Inclusive of Consent Payment.Rite Aid reserves the right but is under no obligation, at any point following the Consent Payment Deadline and before the Expiration Date, to accept for purchase Notes of one or more of the series validly tendered and not subsequently withdrawn at or prior to the Consent Payment Deadline, subject to satisfaction or waiver of the conditions to the Tender Offers. In addition to the Total Consideration or the Tender Offer Consideration, holders whose Notes are accepted in the Tender Offer will receive accrued and unpaid interest from and including the most recent interest payment date, and up to, but excluding, the applicable settlement date. Holders of 6.875% Debentures whose tenders are settled prior to Feb. 15, 2013 will be deemed to have consented to giving up any claim to the interest payment due on Feb. 15, 2013 that they might otherwise have as a result of the related interest payment record date of Feb. 1, 2013, and will receive only the accrued interest described above. Rite Aid intends to redeem any 9.750% Notes and 10.375% Notes not tendered in the Tender Offers and Consent Solicitations. Rite Aid intends to satisfy and discharge any 6.875% Debentures that remain outstanding after the Tender Offer and Consent Solicitation. Holders of 6.875% Debentures that are satisfied and discharged will continue to receive regular interest payments and repayment of their 6.875% Debentures will be made at maturity on Aug. 15, 2013. In addition, on Jan. 25, 2013, Rite Aid called for redemption, and will redeem on Feb. 25, 2013, all of its $6.0 million aggregate principal amount of outstanding 9.25% Senior Notes due 2013. The Tender Offers and Consent Solicitations are contingent upon the satisfaction of certain conditions, including, with respect to the 9.750% Notes and the 10.375% Notes, the condition that Rite Aid has completed one or more financing transactions resulting in net proceeds to Rite Aid that are sufficient to pay the Total Consideration, plus the applicable interest payment described above, in respect of all of the 9.750% Notes and the 10.375% Notes. If any of the conditions are not satisfied or waived, Rite Aid is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes and may terminate one or more Tender Offers and Consent Solicitations.