Rite Aid Store Closures

Case 23-18993-MBK Doc 121 Filed 10/17/23 Entered 10/17/23 15:58:51 Desc Main
Document Page 1 of 29
Order Filed on October 17, 2023

by Clerk
&DSWLRQLQ&RPSOLDQFHZLWK'1-/%5 E U.S. Bankruptcy Court
District of New Jersey
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
In re: Chapter 11
RITE AID CORPORATION, et al., Case No. 23-18993 (MBK)
Debtors. 1 (Jointly Administered)
INTERIM ORDER
(I) AUTHORIZING AND APPROVING THE CONDUCT OF STORE
CLOSING SALES, WITH SUCH SALES TO BE FREE AND CLEAR OF ALL
LIENS, CLAIMS, AND ENCUMBRANCES, AND (II) GRANTING RELATED RELIEF
The relief set forth on the following pages, numbered three (3) through twenty-one (21), is
ORDERED.
DATED: October 17, 2023
1
The last four digits of Debtor Rite Aid Corporation’s tax identification number are 4034. A complete list of the
Debtors in these chapter 11 cases and each such Debtor’s tax identification number may be obtained on the
website of the Debtors’ proposed claims and noticing agent at https://restructuring.ra.kroll.com/RiteAid.
The location of Debtor Rite Aid Corporation’s principal place of business and the Debtors’ service address in
these chapter 11 cases is 1200 Intrepid Avenue, 2nd Floor, Philadelphia, Pennsylvania 19112.
Caption in Compliance with D.N.J. LBR 9004-1(b)

KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
Edward O. Sassower, P.C.
Joshua A. Sussberg, P.C. (pro hac vice pending)
Aparna Yenamandra, P.C. (pro hac vice pending)
Ross J. Fiedler (pro hac vice pending)
Zachary R. Manning (pro hac vice pending)
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
esassower@kirkland.com
joshua.sussberg@kirkland.com
aparna.yenamandra@kirkland.com
ross.fiedler@kirkland.com
zach.manning@kirkland.com
COLE SCHOTZ P.C.

Michael D. Sirota, Esq.
Warren A. Usatine, Esq.
Felice R. Yudkin, Esq.
Seth Van Aalten (pro hac vice pending)
Court Plaza North, 25 Main Street
Hackensack, New Jersey 07601
Telephone: (201) 489-3000
msirota@coleschotz.com
wusatine@coleschotz.com
fyudkin@coleschotz.com
svanaalten@coleschotz.com
Proposed Co-Counsel for Debtors and Debtors in Possession

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Debtors: RITE AID CORPORATION, et al.
Case No. 23-18993 (MBK)
Caption of Order: Interim Order (I) Authorizing and Approving the Conduct of Store Closing
Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and
Encumbrances, and (II) Granting Related Relief
Upon the Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing and
Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens,
Claims, and Encumbrances,, and (II) Granting Related Relief (the “Motion”), 2 of the above-
captioned debtors and debtors in possession (collectively, the “Debtors”), for entry of an interim
order (this “Interim Order”): (a) authorizing and approving the continuation or initiation of store
closing or similar themed sales (the “Initial Store Closings”) at the stores identified on Schedule 1
attached hereto (collectively, the “Initial Closing Stores”); (b) authorizing and approving the
Debtors to conduct store closings at additional stores (the “Additional Store Closings” and,
together with the Initial Store Closings, the “Store Closings”) at a later date or dates pursuant to
the procedures set forth herein (collectively, the “Additional Closing Stores,” if any, and together
with the Initial Closing Stores, the “Closing Stores”) with such sales to be free and clear of all
liens, claims, and encumbrances (the “Sales”), in accordance with the terms of the store closing
sale guidelines (the “Sale Guidelines”), attached as Schedule 2 hereto; (c) scheduling a final
hearing to consider approval of the Motion on a final basis, and (d) granting related relief, all as
more fully set forth in the Motion; and upon the First Day Declaration, the Liebman Declaration,
and the Frejka Declaration; and the Court having jurisdiction to consider the Motion and the relief
requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference to
the Bankruptcy Court Under Title 11 of the United States District Court for the District of New
Jersey, entered July 23, 1984, and amended on September 18, 2012 (Simandle, C.J.); and this
2
Capitalized terms used but not defined herein have the meanings ascribed to them in the Motion.
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Case No. 23-18993 (MBK)
Court having found that venue of this proceeding and the Motion in this district is proper pursuant
to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the Debtors’ notice of the Motion
was appropriate under the circumstances and no other notice need be provided; and this Court
having reviewed the Motion and having heard the statements in support of the relief requested
therein at a hearing before this Court (the “Hearing”); and this Court having determined that the
legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and
upon all of the proceedings had before the Court and after due deliberation and sufficient cause
appearing therefor IT IS HEREBY FOUND AND DETERMINED THAT: 1
A. The Debtors have advanced sound business reasons for adopting the
Sale Guidelines, on an interim basis subject to the Final Hearing, as set forth in the Motion and at
the Hearing.
B. The Sale Guidelines, which are attached hereto as Schedule 2, are reasonable and
appropriate, and the conduct of the Sales in accordance with the Sale Guidelines will provide an
efficient means for the Debtors to dispose of the Closing Store Assets, and are in the best interest
of the Debtors’ estates.
C. The relief set forth herein is necessary to avoid immediate and irreparable harm to
the Debtors and their estates and the Debtors have demonstrated good, sufficient and sound
business purposes and justifications for the relief approved herein.
D. The Store Closings and Sales are in the best interest of the Debtors’ estates.
1
Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of
fact where appropriate. See Fed. R. Bankr. P. 7052.
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Case No. 23-18993 (MBK)
E. The Dispute Resolution Procedures are fair and reasonable and comply with
applicable law.
F. The entry of this Interim Order is in the best interests of the Debtors and their
estates, creditors, and interest holders and all other parties in interest herein; and now therefore it
is HEREBY ORDERED THAT:
The Motion is GRANTED on an interim basis as set forth herein.
The Final Hearing on the Motion will be held on November 16, 2023 at p.m.
(Eastern Time). Objections, if any, that relate to the Motion shall be filed and served so as to be
actually received by the following parties on or before November 9, 2023 at 4:00 p.m. (Eastern
Time): (a) Debtors’ proposed counsel; (b) Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285
Avenue of the Americas, New York, New York 10019 (Attn: Andrew N. Rosenberg
(arosenberg@paulweiss.com); Brian S. Hermann (bhermann@paulweiss.com); and Christopher
Hopkins (chopkins@paulweiss.com) and Fox Rothschild LLP, 49 Market Street, Morristown, NJ
07960 (Attn: Howard A. Cohen (hcohen@foxrothschild.com); Joseph J. DiPasquale
(jdipasquale@foxrothschild.com) and Michael R. Herz (mherz@foxrothschild.com), counsel for
the Ad Hoc Secured Noteholder Group; and (c) the United States Trustee for the District of New
Jersey, One Newark Center, Suite 2100, Newark, NJ 07102, Attn: Jeffrey M. Sponder and Lauren
Bielskie. If no objections are filed to the Motion, the Court may enter an order approving the relief
requested in the Motion on a final basis without further notice or hearing.
3. To the extent any conflict between this Interim Order and the Sale Guidelines, the
terms of this Interim Order shall control.

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Case No. 23-18993 (MBK)
I. Authority to Engage in Sales and Conduct Store Closings.
4. The Debtors are authorized, on an interim basis pending the Final Hearing, pursuant
to sections 105(a) and 363(b)(1) of the Bankruptcy Code, to continue, commence, and conduct
Sales and Store Closings at the Closing Stores in accordance with this Interim Order and the Sale
Guidelines, as may be modified by any Side Letters (as defined below) between the Debtors and
the landlords at the Closing Stores.
5. The Sale Guidelines are approved in their entirety on an interim basis.
6. The Debtors are authorized to discontinue operations at the Closing Stores in
accordance with this Interim Order and the Sale Guidelines.
7. All entities that are presently in possession of some or all of the Closing Store
Assets in which the Debtors hold an interest that is or may be subject to this Interim Order hereby
are directed to surrender possession of such Closing Store Assets to the Debtors.
8. Neither the Debtors nor any of their officers, employees, or agents shall be required
to obtain the approval of any third party, including (without limitation) any Governmental Unit
(as defined under section 101(27) of the Bankruptcy Code) or landlord, to conduct the Sales and
Store Closings and to take the related actions authorized herein.
9. The Debtors are authorized to conduct Sales and internal transfers of
Prescription Assets consistent with their historical practice, in accordance with applicable law.
Each purchaser of Prescription Assets sold pursuant to this Interim Order shall be deemed a good
faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and, as such, shall
be entitled all of the protections afforded by such provision.

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Case No. 23-18993 (MBK)
II. Conduct of the Sales.
10. All newspapers and other advertising media in which the Sales and Store Closings
may be advertised and all landlords and subtenants are directed to accept this Interim Order as
binding authority so as to authorize the Debtors to conduct the Sales and Store Closings, including,
without limitation, to conduct and advertise the sale of the Non-Prescription Assets in the manner
contemplated by and in accordance with this Interim Order and the Sale Guidelines.
11. Subject to the Dispute Resolution Procedures provided for in this Interim Order,
the Debtors are hereby authorized to take such actions as may be necessary and appropriate to
conduct the Sales and Store Closings without necessity of further order of this Court as provided
in the Sale Guidelines (subject to any Side Letters); provided that, with respect to advertising a
Sale of Non-Prescription Assets as a “store closing sale”, “sale on everything”, “everything must
go”, “going-out-of-business”, or similar-themed sales as contemplated in the Sale Guidelines
through the posting of exterior signs (including the use of exterior banners at non-enclosed mall
closing locations, and at enclosed mall closing locations to the extent the applicable closing
location entrance does not require entry into the enclosed mall common area), use of signwalkers,
A-frames, and other street signage, such exterior signage shall be be conditioned upon the later of:
(a) execution of an applicable Side Letter with the Debtors and/or their consultant (if any); or
(b) entry of the Final Order.
12. Except as expressly provided in the Sale Guidelines and subject to any Side Letter,
the sale of the Closing Store Assets shall be conducted by the Debtors, notwithstanding any
Contractual Restrictions to the contrary relative to occupancy affecting or purporting to restrict the
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Case No. 23-18993 (MBK)
conduct of the Sale, abandonment of assets, or “going dark” provisions. Any such Contractual
Restrictions shall not be enforceable in conjunction with the Store Closings and the Sales. Any
breach of any such provisions in these chapter 11 cases in conjunction with the Store Closings or
the Sales shall not constitute a default under a lease or provide a basis to terminate the lease;
provided that the Store Closings and Sales are conducted in accordance with the terms of this
Interim Order, any Side Letter, and the Sale Guidelines. The Debtors and landlords of the Closing
Stores are authorized to enter into agreements (“Side Letters”) between themselves modifying the
Sale Guidelines without further order of the Court, and such Side Letters shall be binding as among
the Debtors and any such landlords. In the event of any conflict between the Sale Guidelines, any
Side Letter, and this Interim Order, subject to paragraph 33 hereof, the terms of such Side Letter
shall control. Copies of any Side Letters will be provided to the U.S. Trustee, the DIP Agent, Paul,
Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York
10019 (Attn: Andrew N. Rosenberg (arosenberg@paulweiss.com); Brian S. Hermann
(bhermann@paulweiss.com); and Christopher Hopkins (chopkins@paulweiss.com) and Fox
Rothschild LLP, 49 Market Street, Morristown, NJ 07960 (Attn: Howard A. Cohen
(hcohen@foxrothschild.com); Joseph J. DiPasquale (jdipasquale@foxrothschild.com) and
Michael R. Herz (mherz@foxrothschild.com), counsel for the Ad Hoc Secured Noteholder Group;
and/or any statutory committee of unsecured creditors at least two (2) business days’ prior to
execution of any Side Letters (which period may be shortened or waived if so consented to by each
of the DIP Agent, Required Consenting Noteholders (as defined in the Restructuring Support
Agreement), and any statutory committee of unsecured creditors)].

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Case No. 23-18993 (MBK)
13. Except as expressly provided for herein or in the Sale Guidelines, no person or
entity, including, but not limited to, any landlord, subtenant, licensor, service providers, utilities,
or creditors, shall take any action to directly or indirectly prevent, interfere with, or otherwise
hinder consummation of the Store Closings, the Sales, or the sale of the Closing Store Assets, or
the advertising and promotion (including the posting of signs and exterior banners or the use of
sign-walkers) of such sales, as applicable, and all such parties and persons and entities of every
nature and description, including, but not limited to, any landlord, subtenant, licensor, service
providers, utilities, and creditors and all those acting for or on behalf of such parties, are prohibited
and enjoined from (a) interfering in any way with, obstructing, or otherwise impeding, the conduct
of the Store Closings and the Sales, and/or (b) instituting any action or proceeding in any court
(other than in this Court) or administrative body seeking an order or judgment against, among
others, the Debtors or the landlords at the closing locations that might in any way directly or
indirectly obstruct or otherwise interfere with or adversely affect the conduct of the Store Closings,
the Sales, or the sale of the Closing Store Assets or other liquidation sales at any Closing Stores
and/or seek to recover damages for breach(es) of covenants or provisions in any lease, sublease,
license, or contract based upon any relief authorized herein.
14. The Debtors are directed to remit all taxes arising from the Sales to the applicable
Governmental Units as and when due, provided that, in the case of a bona fide dispute, the Debtors
are only directed to pay such taxes upon the resolution of such dispute, if and to the extent that the
dispute is decided in favor of the applicable Governmental Unit. For the avoidance of doubt, sales
taxes collected and held in trust by the Debtors shall not be used to pay any creditor or any other
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Case No. 23-18993 (MBK)
party, other than the applicable Governmental Unit for which the sales taxes are collected. This
Interim Order does not enjoin, suspend, or restrain the assessment, levy, or collection of any tax
under state or federal law, and does not constitute a declaratory judgment with respect to any
party’s liability for taxes under state or federal law.
15. Pursuant to section 363(f) of the Bankruptcy Code, the Debtors are authorized to
sell the Closing Store Assets, and all sales of Closing Store Assets shall be free and clear of any
and all liens, claims, encumbrances, and other interests; provided, however, that any such liens,
claims, encumbrances, and other interests shall attach to the proceeds of the sale of the Closing
Store Assets with the same validity, in the amount, with the same priority as, and to the same extent
that any such liens, claims, and encumbrances have with respect to the Closing Store Assets,
subject to any claims and defenses that the Debtors may possess with respect thereto.
16. The Debtors are authorized and empowered to transfer Closing Store Assets among
and into the Debtors’ store locations in accordance with the Sale Guidelines, as applicable. The
Debtors are authorized to sell the Debtors’ Non-Prescription Assets as provided for and in
accordance with the terms of the Sale Guidelines.
17. Notwithstanding anything to the contrary in this Interim Order, the Debtors shall
not sell or abandon any property that the Debtors know is not owned by the Debtors; provided that
the Debtors will either (a) provide for the return of such property to the Debtors’ headquarters or
(b) return such property to the applicable lessor, or other owner of the property.
18. Neither the Sale Guidelines nor this Interim Order authorize the Debtors to transfer
or sell to any other party the personal identifying information (which means information that alone
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Case No. 23-18993 (MBK)
or in conjunction with other information identifies an individual, including but not limited to an
individual’s first name (or initial) and last name, physical address, electronic address, telephone
number, social security number, date of birth, government-issued identification number, account
number and credit or debit card number) (“PII”) of any customers unless such sale or transfer is
permitted by the Debtors’ privacy policy and applicable state or federal privacy and/or identity
theft prevention laws and rules (collectively, the “Applicable Privacy Laws”). The foregoing shall
not limit the use of the Debtors’ customer lists and mailing lists for purposes of advertising and
promoting the Sales.
19. The Debtors are authorized to conduct the Sales without the appointment of a
consumer privacy ombudsman; provided that nothing in this Interim Order shall limit the ability
of the U.S. Trustee or any statutory committee appointed in these chapter 11 cases from, within
ten days following the initial appointment of such statutory committee, filing pleadings concerning
the appointment of a consumer privacy ombudsman.
20. The Debtors shall remove or cause to be removed any confidential and/or PII in
any of the Debtors hardware, software, computers or cash registers or similar equipment which are
to be sold or abandoned so as to render the PII unreadable or undecipherable.
21. Nothing herein shall limit the Debtors’ right to suspend, postpone, or discontinue a
Sale at a Closing Store on notice to affected parties.
22. Nothing herein is intended to affect any rights of any applicable Government Unit
to enforce any law affecting the Debtors’ conduct of any store closing sale that occurred before
the Petition Date.

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Case No. 23-18993 (MBK)
III. Procedures Relating to Additional Closing Stores.
23. To the extent that the Debtors seek to conduct Sales at any Additional Closing
Stores, the Sale Guidelines and this Interim Order shall apply to each such Additional Closing
Store (and the corresponding Additional Store Closing(s)).
24. Except with respect to Sales of Prescription Assets, before conducting the Sales at
any Additional Closing Store, the Debtors will file with the Court a list of each such Additional
Closing Store (each, an “Additional Closing Store List”) and serve a notice of their intent to conduct
the applicable Sales at the Additional Closing Store on the Dispute Notice Parties, including
applicable landlords (collectively, the “Additional Closing Store Landlords”), and other interested
parties by email (to the extent available to the Debtors) or overnight mail within five business days
of filing the Additional Store Closing List or as soon as reasonably practicable thereafter. With
respect to the Dispute Notice Parties, including the Additional Closing Store Landlords, the
Debtors will mail, if applicable, such notice to the notice address set forth in the lease for such
Additional Closing Store (or at the last known address available to the Debtors).
25. The relevant Additional Closing Store Landlords and any other interested parties
shall have ten days after service of the applicable Additional Closing Store List to object to the
application of this Interim Order to the Additional Closing Store(s) included in such Additional
Closing Store List. If no timely objections are filed with respect to the application of this Interim
Order to an Additional Closing Store, the Debtors shall be authorized to proceed with conducting
the Sales at the Additional Closing Stores (and any corresponding Additional Store Closing(s)) in
accordance with this Interim Order and the Sale Guidelines. If any objections are filed with respect
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to the application of this Interim Order to an Additional Closing Store and such objections are not
resolved, the objections and the application of this Interim Order to the Additional Closing Store
will be considered by the Court at the next regularly scheduled omnibus hearing, subject to the
rights of any party to seek relief on an emergency basis on shortened notice, to the extent necessary.
IV. Dispute Resolution Procedures with Governmental Units.
26. Nothing in this Interim Order, the Sale Guidelines, or any Side Letter releases,
nullifies, or enjoins the enforcement of any liability to a Governmental Unit under environmental
laws or regulations (or any associated liabilities for penalties, damages, cost recovery, or injunctive
relief) to which any entity would be subject as the owner, lessor, lessee, or operator of the property
after the date of entry of this Interim Order. Nothing contained in this Interim Order, the Sale
Guidelines, or any Side Letter shall in any way: (a) diminish the obligation of any entity to comply
with environmental laws; or (b) diminish the obligations of the Debtors to comply with
environmental laws consistent with their rights and obligations as debtors in possession under the
Bankruptcy Code. The Store Closings and the Sales shall not be exempt from laws of general
applicability, including, without limitation, public health and safety, criminal, tax, (including, but
not limited to, the collection of sales taxes), labor, employment, environmental, antitrust, fair
competition, traffic and consumer protection laws, including consumer laws regulating deceptive
practices and false advertising, consumer protection, the sale of gift certificates, layaway
programs, return of goods, express or implied warranties of goods, and “weights and measures”
regulation and monitoring (collectively, “General Laws”). Nothing in this Interim Order, the Sale
Guidelines, or any Side Letter shall alter or affect obligations to comply with all applicable federal
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Case No. 23-18993 (MBK)
safety laws and regulations. Nothing in this Interim Order shall be deemed to bar any
Governmental Unit (as such term is defined in section 101(27) of the Bankruptcy Code) from
enforcing General Laws in the applicable non-bankruptcy forum, subject to the Debtors’ rights to
assert in that forum or before this Court, that any such laws are not in fact General Laws or that
such enforcement is impermissible under the Bankruptcy Code or this Interim Order.
Notwithstanding any other provision in this Interim Order, no party waives any rights to argue any
position with respect to whether the conduct was in compliance with this Interim Order and/or any
applicable law, or that enforcement of such applicable law is preempted by the Bankruptcy Code.
Nothing in this Interim Order shall be deemed to have made any rulings on any such issues.
27. To the extent that the sale of Closing Store Assets is subject to any Liquidation Sale
Laws, the following provisions of this paragraph 27 shall apply and control over any Side Letters:
i. Provided that the Sales are conducted in accordance with this Interim Order and the
Sale Guidelines, the Debtors and the Debtors’ landlords shall be deemed to be in
compliance with any requirements of all county, parish, municipal, or other local
government (collectively, “Local”) and state Liquidation Sale Laws that would
otherwise apply to the Store Closings or the Sales; provided, that the term
“Liquidation Sale Laws” shall not include any public health or safety laws of any
state (collectively, “Safety Laws”), and the Debtors shall continue to be required to
comply, as applicable, with such Safety Laws and General Laws, subject to any
applicable provision of the Bankruptcy Code and federal law, and nothing in this
Interim Order shall be deemed to bar Governmental Units (as defined in section
101(27) of the Bankruptcy Code) or public officials from enforcing Safety Laws or
General Laws.
ii. Within five business days after entry of this Interim Order, or as soon as reasonably
practicable thereafter, the Debtors will serve by first-class mail, copies of this
Interim Order, the proposed Final Order, and the Sale Guidelines on the following:
(a) the Attorney General’s office for each state where the Sales are being held;
(b) the Board of Pharmacy’s office for each state where a Closing Store is located;
(c) the county consumer protection agency or similar agency for each county where
the Sales are being held; (d) the division of consumer protection for each state
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where the Sales are being held; (e) the landlords for the Closing Store; and (f) any
subtenants (if any) under the leases with respect to the Closing Stores
(collectively, the “Dispute Notice Parties”).
iii. With respect to any Additional Closing Stores, within five business days after filing
any Additional Closing Store List (as defined below) with the Court, or as soon as
reasonably practicable thereafter, the Debtors will serve copies of this Interim
Order, the proposed (or entered) Final Order, and the Sale Guidelines on the
applicable Dispute Notice Parties.
iv. To the extent that there is a dispute arising from or relating to the Sales, this Interim
Order, or the Sale Guidelines, which dispute relates to any Liquidation Sale Laws
(a “Reserved Dispute”), the Court shall retain exclusive jurisdiction to resolve the
Reserved Dispute. Within ten days following entry of this Interim Order, or service
of an Additional Closing Store List, any Governmental Unit may assert that a
Reserved Dispute exists by serving a notice (the “Dispute Notice”) explaining the
nature of the dispute on: (a) Kirkland & Ellis LLP, 601 Lexington Avenue, New
York, New York 10022, Attn: Joshua A. Sussberg, P.C., Aparna Yenamandra,
P.C.; Ross J. Fiedler, and Zachary R. Manning; (b) Cole Schotz, P.C., Court Plaza
North, 25 Main Street, Hackensack, New Jersey 07601, Attn: Michael D. Sirota,
Warren A. Usatine, Felice R. Yudkin, and Seth Van Aalten; (c) Paul, Weiss,
Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New
York 10019 (Attn: Andrew N. Rosenberg (arosenberg@paulweiss.com); Brian S.
Hermann (bhermann@paulweiss.com); and Christopher Hopkins
(chopkins@paulweiss.com) and Fox Rothschild LLP, 49 Market Street,
Morristown, NJ 07960 (Attn: Howard A. Cohen (hcohen@foxrothschild.com);
Joseph J. DiPasquale (jdipasquale@foxrothschild.com) and Michael R. Herz
(mherz@foxrothschild.com), counsel for the Ad Hoc Secured Noteholder Group;
(d) the United States Trustee for the District of New Jersey, One Newark Center,
Suite 2100, Newark, NJ 07102, Attn: Jeffrey M. Sponder and Lauren Bielskie;
(e) Choate, Hall & Stewart LLP, Two International Place, Boston, MA 02110
(Attn: John F. Ventola (jventola@choate.com), Jonathan D. Marshall
(jmarshall@choate.com) and Mark D. Silva (msilva@choate.com) and Greenberg
Traurig, LLP, 500 Campus Drive, Suite 400, Florham Park NJ 07932 (Attn: Alan
J. Brody (brodya@gtlaw.com), Oscar N. Pinkas (pinkaso@gtlaw.com))
(the “Counsel to the DIP Agents”) (f) counsel to any statutory committee appointed
in these chapter 11 cases; and (g) the affected landlord or its known counsel. If the
Debtors and the Governmental Unit are unable to resolve the Reserved Dispute
within fifteen days after service of the Dispute Notice, the Governmental Unit may
file a motion with the Court requesting that the Court resolve the Reserved Dispute
(a “Dispute Resolution Motion”).
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Case No. 23-18993 (MBK)
v. If a Dispute Resolution Motion is filed, nothing in this Interim Order shall preclude
the Debtors, a landlord, or any other interested party from asserting (a) that the
provisions of any Liquidation Sale Laws are preempted by the Bankruptcy Code,
or (b) that neither the terms of this Interim Order, nor the conduct of the Debtors
pursuant to this Interim Order, violates such Liquidation Sale Laws. The filing of
a Dispute Resolution Motion as set forth herein shall not be deemed to affect the
finality of this Interim Order or to limit or interfere with the Debtors’ ability to
conduct or to continue to conduct the Sales pursuant to this Interim Order absent
further order of the Court. Upon the entry of this Interim Order, the Court expressly
authorizes the Debtors to conduct the Sales pursuant to the terms of the Interim
Order and the Sale Guidelines (as may be modified by Side Letters) and to take all
actions reasonably related thereto or arising in connection therewith. The
Governmental Unit will be entitled to assert any jurisdictional, procedural, or
substantive arguments it wishes with respect to the requirements of its Liquidation
Sale Laws or the lack of any preemption of such Liquidation Sale Laws by the
Bankruptcy Code. Nothing in this Interim Order will constitute a ruling with
respect to any issues to be raised in any Dispute Resolution Motion.
vi. If, at any time, a dispute arises between the Debtors and a Governmental Unit as to
whether a particular law is a Liquidation Sale Law, and subject to any provisions
contained in this Interim Order related to the Liquidation Sale Laws, then any party
to that dispute may utilize the provisions of subparagraphs (iv) and (v) above by
serving a notice to the other party and proceeding thereunder in accordance with
those paragraphs. Any determination with respect to whether a particular law is a
Liquidation Sale Law shall be made de novo.
28. Subject to paragraphs 26 and 27 above, each and every federal, state, or local
agency, department, or Governmental Unit with regulatory authority over the Store Closings or
the Sales and all newspapers and other advertising media in which the Sales are advertised shall
consider this Interim Order as binding authority that no further approval, license, or permit of any
Governmental Unit shall be required, nor shall the Debtors be required to post any bond, to conduct
the Sales.
29. Provided that the Store Closings and the Sales are conducted in accordance with the
terms of this Interim Order and the Sale Guidelines (as may be modified by Side Letters) and in
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light of the provisions in the laws that exempt court-ordered sales from their provisions, the
Debtors shall be presumed to be in compliance with any Liquidation Sale Laws and are authorized
to conduct the Store Closings and the Sales in accordance with the terms of this Interim Order and
the Sale Guidelines (as may be modified by Side Letters) without the necessity of further showing
compliance with any such Liquidation Sale Laws.
30. Nothing in this Interim Order, the Sale Guidelines, or any Side Letter releases,
nullifies, or enjoins the enforcement of any liability to a Governmental Unit under environmental
laws or regulations (or any associated liabilities for penalties, damages, cost recovery, or injunctive
relief) to which any entity would be subject as the owner, lessor, lessee, or operator of the property
after the date of entry of this Interim Order. Nothing contained in this Interim Order, the Sale
Guidelines, or any Side Letter shall in any way: (a) diminish the obligation of any entity to comply
with environmental laws; or (b) diminish the obligations of the Debtors to comply with
environmental laws consistent with their rights and obligations as debtors in possession under the
Bankruptcy Code.
V. Other Provisions.
31. To the extent the Debtors are subject to any Fast Pay Laws in connection with the
Store Closings, the Debtors shall be presumed to be in compliance with such laws to the extent, in
applicable states, such payroll payments are made by the later of: (a) the Debtors’ next regularly
scheduled payroll; and (b) seven calendar days following the termination date of the relevant
(Page | 18)
Case No. 23-18993 (MBK)
employee, and in all such cases consistent with, and subject to, any previous orders of this Court
regarding payment of same.
32. Notwithstanding the relief granted in this Interim Order and any actions taken
pursuant to such relief, nothing in this Interim Order shall be deemed: (a) an admission as to the
validity of any particular claim against the Debtors; (b) a waiver of the Debtors’ rights to dispute
any particular claim on any grounds; (c) a promise or requirement to pay any particular claim;
(d) an implication or admission that any particular claim is of a type specified or defined in this
Interim Order or the Motion; (e) an authorization to assume any agreement, contract, or lease,
pursuant to section 365 of the Bankruptcy Code; (f) a waiver or limitation of the Debtors’, or any
other party in interest’s, rights under the Bankruptcy Code or any other applicable law; or (g) a
concession by the Debtors that any liens (contractual, common law, statutory, or otherwise) that
may be satisfied pursuant to the Motion or this Interim Order are valid, and the rights of all parties
are expressly reserved to contest the extent, validity, or perfection or seek avoidance of all such
liens. Any payment made pursuant to this Interim Order is not intended and should not be
construed as an admission as to the validity of any particular claim or a waiver of the Debtors’
rights to subsequently dispute such claim.
33. Notwithstanding anything to the contrary contained in the Motion or this Interim
Order, any payment to be made, obligation incurred, or relief or authorization granted hereunder
shall not be inconsistent with, and shall be subject to and in compliance with, the requirements
imposed on the Debtors under the terms of each interim and final order entered by the Court in
respect of the Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors
(Page | 19)
Case No. 23-18993 (MBK)
To (A) Obtain Postpetition Financing and (B) Utilize Cash Collateral, (II) Granting Liens and
Superpriority Administrative Expense Claims, (III) Granting Adequate Protection, (IV) Modifying
the Automatic Stay, (V) Scheduling a Final Hearing, and (VI) Granting Related Relief, filed
substantially contemporaneously herewith (such orders, the “DIP Orders”), including compliance
with any budget or cash flow forecast in connection therewith and any other terms and conditions
thereof. Nothing herein is intended to modify, alter, or waive, in any way, any terms, provisions,
requirements, or restrictions of the DIP Orders and to the extent of any conflict or inconsistency
between this Interim Order and the DIP Orders, the DIP Orders shall govern and control.
34. On a confidential basis and upon the written (including email) request of the U.S.
Trustee (which request has been made), any statutory committee appointed in these chapter 11
cases, or the advisors to the Ad Hoc Secured Noteholder Group, the Debtors shall provide copies
of periodic reports on a monthly basis concerning the Sales and Store Closings that are prepared
by the Debtors or their professionals; provided, however, that the foregoing shall not require the
Debtors or their professionals to prepare or undertake to prepare any additional or new reports
other than the monthly Sales and Store Closing reports.
35. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied by the contents
of the Motion or otherwise deemed waived.
36. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Interim Order in accordance with the Motion.
37. Notwithstanding any Bankruptcy Rule to the contrary, this Interim Order shall be
effective and enforceable immediately upon entry hereof.

(Page | 20)
Case No. 23-18993 (MBK)
38. Notice of the Motion as provided therein shall be deemed good and sufficient notice
of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied
by such notice.
39. The requirement set forth in Local Rule 9013-1(a)(3) that any motion be
accompanied by a memorandum of law is hereby deemed satisfied by the contents of the Motion
or otherwise waived.
40. The Debtors shall serve a copy of this Interim Order and the Motion on all parties
required to receive such service pursuant to Local Rule 9013-5(f) within two business days after
the entry of this Interim Order.
41. Any party may move for modification of this Interim Order in accordance with
Local Rule 9013-5(e).
42. This Court retains exclusive jurisdiction with respect to all matters arising from or
related to the implementation, interpretation, and enforcement of this Interim Order
43. This Court shall retain jurisdiction with regard to all issues or disputes relating to
this Interim Order, including, but not limited to: (a) any claim or issue relating to any efforts by
any party or person to prohibit, restrict or in any way limit banner and sign-walker advertising,
including with respect to any allegations that such advertising is not being conducted in a safe,
professional, and non-deceptive manner; (b) any claim of the Debtors and/or the landlords for
protection from interference with the Store Closings or Sales; (c) any other disputes related to the
Store Closings or Sales; and (d) protect the Debtors against any assertions of any liens, claims,
encumbrances, and other interests. No such parties or person shall take any action in respect of
(Page | 21)
Case No. 23-18993 (MBK)
the Debtors, the landlords, the Store Closings, or the Sales until this Court has resolved such
dispute. This Court shall hear the request of such parties or persons with respect to any such
disputes on an expedited basis, as may be appropriate under the circumstances.

Schedule 1
Initial Closing Stores

No. Store No. Property Address City State Zip Code

1 213 2715 PARADE STREET ERIE PA 16504
2 225 5612 N. FIFTH STREET PHILADELPHIA PA 19120
3 365 728 EAST PULASKI HIGHWAY ELKTON MD 21921
4 374 5624 BALTIMORE NATIONAL PK BALTIMORE MD 21228
5 385 5804 RITCHIE HIGHWAY BALTIMORE MD 21225
6 443 350 MAIN STREET PENNSBURG PA 18073
7 553 4011 COTTMAN AVENUE PHILADELPHIA PA 19135
8 558 1441 OLD YORK ROAD ABINGTON PA 19001
9 761 2887 HARLEM ROAD CHEEKTOWAGA NY 14225
10 803 300 MARKET STREET JOHNSTOWN PA 15901
11 850 8716 NEW FALLS ROAD LEVITTOWN PA 19054
12 852 11750 BUSTLETON AVENUE PHILADELPHIA PA 19116
13 857 169 WEST LANCASTER AVENUE ARDMORE PA 19003
14 1070 420 DANIEL WEBSTER HIGHWAY MERRIMACK NH 03054
15 1288 1315 EAST WASHINGTON LANE PHILADELPHIA PA 19138
16 1524 924 WEST MAIN STREET FREMONT MI 49412
17 1527 507 N LAFAYETTE STREET GREENVILLE MI 48838
18 1530 715 SOUTH CLINTON STREET GRAND LEDGE MI 48837
19 1685 801 WYOMING AVENUE STE 9 WEST PITTSTON PA 18643
20 1704 657 HEACOCK ROAD YARDLEY PA 19067
21 1767 2801 W. DAUPHIN STREET PHILADELPHIA PA 19132
22 1796 4057 ASBURY AVE STE 8 TINTON FALLS NJ 07753
23 1854 1709 LIBERTY STREET ERIE PA 16502
24 1859 7501 RITCHIE HIGHWAY GLEN BURNIE MD 21061
25 1955 674 ROUTE 196, STE 14 TOBYHANNA PA 18466
26 1970 431 HALEDON AVENUE HALEDON NJ 07508
27 1977 35 MILL ROAD IRVINGTON NJ 07111
28 2264 2722 WEST 9TH STREET CHESTER PA 19013
29 2390 3129 LINCOLN WAY EAST MASSILLON OH 44646
30 2442 950 EAST BALTIMORE PIKE YEADON PA 19050
31 2521 1636 ROUTE 38 SUITE 49 LUMBERTON NJ 08048
32 2629 120 SOUTH MAIN STREET NEW CARLISLE OH 45344
33 2709 8235 STENTON AVENUE PHILADELPHIA PA 19150
34 3084 146 WOODMAN DRIVE DAYTON OH 45431
35 3117 2701 MARKET STREET YOUNGSTOWN OH 44507
36 3247 401 WEST NORTH STREET SPRINGFIELD OH 45504
37 3377 7941 OXFORD AVENUE PHILADELPHIA PA 19111
38 3457 136 NORTH 63RD STREET PHILADELPHIA PA 19139
39 3477 773 HAMILTON STREET SOMERSET NJ 08873
40 3681 5440 LANSDOWNE AVENUE PHILADELPHIA PA 19131
41 3781 7967 BALTIMORE ANNAPOLIS BLVD GLEN BURNIE MD 21060
42 3880 15250 24 MILE ROAD MACOMB MI 48042
43 3958 2002 AVENUE U BROOKLYN NY 11229
44 4045 1434 S BLACK HORSE PIKE WILLIAMSTOWN NJ 08094
45 4234 102 NORTH CENTERVILLE ROAD STURGIS MI 49091
46 4300 47300 PONTIAC TRAIL WIXOM MI 48393
47 4318 35250 SOUTH GRATIOT AVENUE CLINTON TWP. MI 48035
48 4321 51037 VAN DYKE AVENUE SHELBY TOWNSHIP MI 48316
49 4350 3100 EAST MICHIGAN AVENUE JACKSON MI 49202
50 4366 9155 TELEGRAPH ROAD TAYLOR MI 48180
51 4407 1243 U.S. 31 SOUTH MANISTEE MI 49660
52 4466 29447 FORD ROAD GARDEN CITY MI 48135
1of3

53 4504 2838 EAST COURT STREET FLINT MI 48506
54 4526 1900 EAST 8 MILE ROAD DETROIT MI 48234
55 4537 36485 GARFIELD ROAD CLINTON TWP. MI 48035
56 4548 25922 MIDDLEBELT ROAD FARMINGTON HILLS MI 48336
57 4552 2 WHITNEY AVENUE FLORAL PARK NY 11001
58 4577 109 NORTH WHITTEMORE STREET ST. JOHNS MI 48879
59 4616 208 EAST CENTRAL AVENUE TITUSVILLE PA 16354
60 4706 833 NORTH BATTLEFIELD BLVD CHESAPEAKE VA 23320
61 4761 1124 NORTH BALLENGER HWY. FLINT MI 48504
62 4767 230 SOUTH MAIN STREET BELLEFONTAINE OH 43311
63 4770 2701 SOUTH CEDAR STREET LANSING MI 48910
64 4868 71-18 KISSENA BOULEVARD FLUSHING NY 11367
65 4981 3131 HEMPSTEAD TURNPIKE LEVITTOWN NY 11756
66 5201 601 SOUTH GRADY WAY,STE.P RENTON WA 98057
67 5204 3202 132ND STREET, S.E. MILL CREEK WA 98012
68 5227 110 SW 148TH STREET BURIEN WA 98166
69 5231 10103 EVERGREEN WAY EVERETT WA 98204
70 5280 8230 MARTIN WAY EAST LACEY WA 98516
71 5347 2440 SE CESAR E CHAVEZ BLVD PORTLAND OR 97214
72 5412 1600 NORTH MAIN STREET MERIDIAN ID 83642
73 5417 5005 WEST OVERLAND ROAD BOISE ID 83705
74 5448 4044 EAGLE ROCK BOULEVARD LOS ANGELES CA 90065
75 5457 4046 SOUTH CENTINELA AVENUE LOS ANGELES CA 90066
76 5466 7859 FIRESTONE BOULEVARD DOWNEY CA 90241
77 5521 4402 ATLANTIC AVENUE LONG BEACH CA 90807
78 5571 935 NORTH HOLLYWOOD WAY BURBANK CA 91505
79 5585 139 NORTH GRAND AVENUE COVINA CA 91724
80 5593 13905 AMAR ROAD LA PUENTE CA 91746
81 5611 920 EAST VALLEY BOULEVARD ALHAMBRA CA 91801
82 5635 3813 PLAZA DRIVE OCEANSIDE CA 92056
83 5638 1670 MAIN STREET RAMONA CA 92065
84 5657 6505 MISSION GORGE ROAD SAN DIEGO CA 92120
85 5661 8985 MIRA MESA BOULEVARD SAN DIEGO CA 92126
86 5730 25906 NEWPORT ROAD MENIFEE CA 92584
87 5735 24829 DEL PRADO DANA POINT CA 92629
88 5753 30222 CROWN VALLEY PARKWAY LAGUNA NIGUEL CA 92677
89 5757 19701 YORBA LINDA BOULEVARD YORBA LINDA CA 92886
90 5760 1406 WEST EDINGER AVENUE SANTA ANA CA 92704
91 5772 2738 EAST THOMPSON BLVD. VENTURA CA 93003
92 5780 720 NORTH VENTURA ROAD OXNARD CA 93030
93 5967 20572 HOMESTEAD ROAD CUPERTINO CA 95014
94 5976 2620 EL CAMINO REAL SANTA CLARA CA 95051
95 5979 901 SOQUEL AVENUE SANTA CRUZ CA 95062
96 6001 571 BELLEVUE ROAD ATWATER CA 95301
97 6045 5409 SUNRISE BOULEVARD CITRUS HEIGHTS CA 95610
98 6080 1309 FULTON AVENUE SACRAMENTO CA 95825
99 6213 3029 HARBOR BOULEVARD COSTA MESA CA 92626
100 6288 959 CRENSHAW BOULEVARD LOS ANGELES CA 90019
101 6318 3000 SOUTH ARCHIBALD AVENUE ONTARIO CA 91761
102 6333 15800 IMPERIAL HIGHWAY LA MIRADA CA 90638
103 6521 22201 MERIDIAN AVENUE E GRAHAM WA 98338
104 6717 8509 IRVINE CENTER DRIVE IRVINE CA 92618
2of3

105 6769 499 ALVARADO STREET MONTEREY CA 93940
106 6908 9600 15TH AVE SW SEATTLE WA 98106
107 6915 2518 196TH ST SW LYNNWOOD WA 98036
108 6920 3620 FACTORIA BLVD SE BELLEVUE WA 98006
109 6927 11919 NE 8TH STREET BELLEVUE WA 98005
110 6952 7370 170TH AVE NE REDMOND WA 98052
111 7827 1080 S WEST END BLVD QUAKERTOWN PA 18951
112 10092 80 EAST MAIN STREET WEBSTER MA 01570
113 10382 289 GREENWOOD AVE. BETHEL CT 06801
114 10415 3 MARSHALL HILL ROAD WEST MILFORD NJ 07480
115 10449 210 BRIDGETON PIKE MANTUA NJ 08051
116 10456 108 SWEDESBORO ROAD SUITE 20 MULLICA HILL NJ 08062
117 10505 2370 ROUTE 33 ROBBINSVILLE NJ 08691
118 10514 1726 ROUTE 37 EAST TOMS RIVER NJ 08753
119 10517 86 B LACEY ROAD WHITING NJ 08759
120 10586 2981 OCEAN AVENUE BROOKLYN NY 11235
121 10619 3199 LONG BEACH ROAD OCEANSIDE NY 11572
122 10620 198 WEST MERRICK ROAD VALLEY STREAM NY 11580
123 10626 836 SUNRISE HIGHWAY BAY SHORE NY 11706
124 10628 2784 SUNRISE HIGHWAY BELLMORE NY 11710
125 10633 901 MERRICK ROAD COPIAGUE NY 11726
126 10635 577 LARKFIELD ROAD EAST NORTHPORT NY 11731
127 10642 695 EAST JERICHO TURNPIKE HUNTINGTON STATION NY 11746
128 10650 700-43 PATCHOGUE-YAPHANK ROAD MEDFORD NY 11763
129 10655 273 PINE HOLLOW ROAD OYSTER BAY NY 11771
130 10657 397 SUNRISE HIGHWAY WEST PATCHOGUE NY 11772
131 10658 593 OLD TOWN RD. PORT JEFF STATION NY 11776
132 10663 65 ROUTE 111 SMITHTOWN NY 11787
133 10828 2453 ELMWOOD AVENUE KENMORE NY 14217
134 10868 1567 PENFIELD ROAD ROCHESTER NY 14625
135 10900 700 STEVENSON BLVD. NEW KENSINGTON PA 15068
136 10901 351 BRIGHTON AVENUE ROCHESTER PA 15074
137 10906 5235 LIBRARY ROAD BETHEL PARK PA 15102
138 10908 5990 UNIVERSITY BLVD STE30 MOON TOWNSHIP PA 15108
139 10943 2501 SAW MILL RUN BLVD PITTSBURGH PA 15234
140 10949 5410 KEEPORT DRIVE PITTSBURGH PA 15236
141 10967 6090 ROUTE 30 GREENSBURG PA 15601
142 10974 4830 WILLIAM PENN HIGHWAY EXPORT PA 15632
143 10991 1730 WILMINGTON ROAD NEW CASTLE PA 16105
144 11042 2178 W. UNION BLVD. BETHLEHEM PA 18018
145 11053 1628 SOUTH FOURTH STREET ALLENTOWN PA 18103
146 11134 2401 EAST VENANGO STREET PHILADELPHIA PA 19134
147 11135 6327-43 TORRESDALE AVENUE PHILADELPHIA PA 19135
148 11160 200 W. RIDGE AVENUE STE 112 CONSHOHOCKEN PA 19428
149 11182 25 CHESTNUT HILL PLAZA NEWARK DE 19713
150 11188 3209 KIRKWOOD HIGHWAY WILMINGTON DE 19808
151 11208 5 BEL AIR SOUTH PKY, SUITE1347 BEL AIR MD 21015
152 11255 1458 MOUNT PLEASANT ROAD CHESAPEAKE VA 23322
153 12999 301 EISENHOWER DRIVE HANOVER PA 17331
154 17783 7036 WERTZVILLE ROAD MECHANICSBURG PA 17050
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Schedule 2
Sale Guidelines
Sale Guidelines 1
1. The Sales shall be conducted so that the Closing Stores in which sales are to occur will
remain open no longer than during the normal hours of operation or such hours as otherwise
provided for in the respective leases for the Closing Stores.
2. The Sales shall be conducted in accordance with applicable state and local “Blue Laws,”
where applicable, so that no Sale shall be conducted on Sunday unless the Debtors had
been operating such Closing Store on a Sunday prior to the commencement of the Sales.
3. On “shopping center” property, the Debtors shall not distribute handbills, leaflets or other
written materials to customers outside of any Closing Stores’ premises, unless permitted
by the lease or if distribution is customary in the “shopping center” in which such Closing
Store is located; provided that the Debtors may solicit customers in the Closing Stores
themselves. On “shopping center” property, the Debtors shall not use any flashing lights
or amplified sound to advertise the Sales or solicit customers, except as permitted under
the applicable lease or agreed to by the landlord.
4. At the conclusion of the Sale, the Debtors shall vacate the Closing Stores. The Debtors
will have the option to remove the Non-Prescription Assets, at their own cost prior to the
Termination Date.
5. The Debtors may advertise the Sales as “store closing”, “sale on everything”, “everything
must go”, “everything on sale”, “going-out-of-business” or similar-themed sales. The
Debtors may also have a “countdown to closing” sign prominently displayed in a manner
consistent with these Sale Guidelines. All signs, banners, ads and other advertising
material, promotions, and campaigns will be approved by the Debtors, prior to purchase,
in accordance with these Sale Guidelines.
6. The Debtors shall be permitted to utilize sign-walkers, display, hanging signs, and interior
banners in connection with the Sales; provided that such sign walkers, display, hanging
signs, and interior banners shall be professionally produced and hung in a professional
manner. The Debtors shall not use neon or day-glo on its sign walkers, display, hanging
signs, or interior banners. Furthermore, with respect to enclosed mall locations, no exterior
signs or signs in common areas of a mall shall be used unless otherwise expressly permitted
in these Sale Guidelines. In addition, the Debtors shall be permitted to utilize exterior
banners at (a) non-enclosed mall Closing Stores and (b) enclosed mall Closing Stores to
the extent the entrance to the applicable Closing Store does not require entry into the
enclosed mall common area; provided, however, that such banners shall be located or hung
so as to make clear that the Sales are being conducted only at the affected Closing Store,
and shall not be wider than the storefront of the Closing Store. In addition, the Debtors
shall be permitted to utilize sign walkers in a safe and professional manner and in
accordance with the terms of the Order. Nothing contained in these Sale Guidelines shall
1
Capitalized terms used but not defined in these Sale Guidelines have the meanings given to them in the Debtors’
Motion for Entry of Interim and Final Orders (I) Authorizing and Approving the Conduct of Store Closing Sales,
with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances, and (II) Granting Related Relief.
be construed to create or impose upon the Debtors any additional restrictions not contained
in the applicable lease agreement.
7. Conspicuous signs shall be posted in the cash register areas of each of the affected Closing
Stores to effect that “all sales are final.”
8. Except with respect to the hanging of exterior banners, the Debtors shall not make any
alterations to the storefront or exterior walls of any Closing Stores, except as authorized by
the applicable lease.
9. The Debtors shall not make any alterations to interior or exterior Closing Store lighting,
except as authorized by the applicable lease. No property of the landlord of a Closing Store
shall be removed or sold during the Sales. The hanging of exterior banners or in-Closing
Store signage and banners shall not constitute an alteration to a Closing Store.
10. The Debtors shall keep Closing Store premises and surrounding areas clear and orderly
consistent with present practices.
11. The Debtors and the landlord of any Store are authorized to enter into Side Letters without
further order of the Court, provided that such agreements do not have a material adverse
effect on the Debtors or their estates.
12. The Debtors may advertise the sale of owned Non-Prescription Assets in a manner
consistent with these Sale Guidelines. The purchasers of any owned Non-Prescription
Assets sold during the sale shall be permitted to remove the owned Non-Prescription Assets
either through the back or alternative shipping areas at any time, or through other areas
after applicable business hours, provided, however, that the foregoing shall not apply to de
minimis sales of Non-Prescription Assets made whereby the item can be carried out of the
Closing Store in a shopping bag.
13. At the conclusion of the Sales at each Closing Store, pending assumption or rejection of
applicable leases, the landlords of the Closing Stores shall have reasonable access to the
Closing Stores’ premises as set forth in the applicable leases. The Debtors and their agents
and representatives shall continue to have access to the Closing Stores pending assumption
or rejection of applicable leases.
14. The rights of landlords against Debtors for any damages to a Closing Store shall be reserved
in accordance with the provisions of the applicable lease.
15. The Debtors are authorized to conduct and consummate sales and internal transfers of
Prescription Assets consistent with their historical practices, in accordance with applicable
law.
16. If and to the extent that the landlord of any Closing Store affected hereby contends that the
Debtors are in breach of or default under these Sale Guidelines, such landlord shall email
or deliver written notice by overnight delivery on the Debtors as follows:
Rite Aid Corporation

1200 Intrepid Avenue, 2nd Floor
Philadelphia, PA 19112
Attention: Chief Legal Officer
with copies (which shall not constitute notice) to:
COLE SCHOTZ P.C.

Court Plaza North, 25 Main Street
Hackensack, New Jersey 07601
Telephone: (201) 489-3000
Attention: Michael D. Sirota, Esq.
Warren A. Usatine, Esq.
Felice R. Yudkin, Esq.
Seth Van Aalten
Email: msirota@coleschotz.com
wusatine@coleschotz.com
fyudkin@coleschotz.com
svanaalten@coleschotz.com
- and -
Kirkland & Ellis LLP

601 Lexington Avenue
New York, New York 10022
Attention: Joshua A. Sussberg, P.C.
Aparna Yenamandra, P.C.
Ross J. Fiedler
Zachary R. Manning
Email: joshua.sussberg@kirkland.com
aparna.yenamandra@kirkland.com
ross.fiedler@kirkland.com
zach.manning@kirkland.com

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Case 23-18993-MBK Doc 121 Filed 10/17/23 Entered 10/17/23 15:58:51 Desc Main

Order Filed on October 17, 2023

RITE AID CORPORATION, et al., Case No. 23-18993 (MBK)

Debtors. 1 (Jointly Administered)

DATED: October 17, 2023

Caption in Compliance with D.N.J. LBR 9004-1(b)

COLE SCHOTZ P.C.

Proposed Co-Counsel for Debtors and Debtors in Possession

appearing therefor IT IS HEREBY FOUND AND DETERMINED THAT: 1

of the Debtors’ estates.

business purposes and justifications for the relief approved herein.

is HEREBY ORDERED THAT:

 The Motion is GRANTED on an interim basis as set forth herein.

(arosenberg@paulweiss.com); Brian S. Hermann (bhermann@paulweiss.com); and Christopher

Hopkins (chopkins@paulweiss.com) and Fox Rothschild LLP, 49 Market Street, Morristown, NJ

07960 (Attn: Howard A. Cohen (hcohen@foxrothschild.com); Joseph J. DiPasquale

(jdipasquale@foxrothschild.com) and Michael R. Herz (mherz@foxrothschild.com), counsel for

requested in the Motion on a final basis without further notice or hearing.

terms of this Interim Order shall control.

I. Authority to Engage in Sales and Conduct Store Closings.

the landlords at the Closing Stores.

5. The Sale Guidelines are approved in their entirety on an interim basis.

6. The Debtors are authorized to discontinue operations at the Closing Stores in

accordance with this Interim Order and the Sale Guidelines.

Store Closings and to take the related actions authorized herein.

9. The Debtors are authorized to conduct Sales and internal transfers of

be entitled all of the protections afforded by such provision.

II. Conduct of the Sales.

go”, “going-out-of-business”, or similar-themed sales as contemplated in the Sale Guidelines

(b) entry of the Final Order.

10019 (Attn: Andrew N. Rosenberg (arosenberg@paulweiss.com); Brian S. Hermann

(bhermann@paulweiss.com); and Christopher Hopkins (chopkins@paulweiss.com) and Fox

Rothschild LLP, 49 Market Street, Morristown, NJ 07960 (Attn: Howard A. Cohen

(hcohen@foxrothschild.com); Joseph J. DiPasquale (jdipasquale@foxrothschild.com) and

Agreement), and any statutory committee of unsecured creditors)].

license, or contract based upon any relief authorized herein.

party’s liability for taxes under state or federal law.

accordance with the terms of the Sale Guidelines.

promoting the Sales.

the appointment of a consumer privacy ombudsman.

to be sold or abandoned so as to render the PII unreadable or undecipherable.

Sale at a Closing Store on notice to affected parties.

the Petition Date.

III. Procedures Relating to Additional Closing Stores.

Store (and the corresponding Additional Store Closing(s)).

IV. Dispute Resolution Procedures with Governmental Units.

compliance with any such Liquidation Sale Laws.

regarding payment of same.

rights to subsequently dispute such claim.

other than the monthly Sales and Store Closing reports.

of the Motion or otherwise deemed waived.

granted pursuant to this Interim Order in accordance with the Motion.

effective and enforceable immediately upon entry hereof.

the entry of this Interim Order.

Local Rule 9013-5(e).

related to the implementation, interpretation, and enforcement of this Interim Order

disputes on an expedited basis, as may be appropriate under the circumstances.

Initial Closing Stores

The Motion is GRANTED on an interim basis as set forth herein.