Accrued Interest; Effect of Notice. Each prepayment pursuant to this Section 2.06 shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.08 as a result of such prepayment being made on such date. Except as provided in Section 2.06(b), all notices given pursuant to this Section 2.06 shall be irrevocable and binding upon the Borrower.

Accrued Interest and Fees. Receipt by the Administrative Agent from the Borrower of all accrued interest and fees owing on the outstanding Revolving Loans and Refinancing Tranche A Term Loan as of Effective Date for the benefit of the Lenders immediately before giving effect to this Amendment.

Notice; Effect of Notice. Prior to the Closing, the Company shall notify Purchaser, and Purchaser shall notify the Representative, promptly in writing if to the Knowledge of the Company or to the knowledge of Purchaser there occurs any event, transaction or circumstance that causes any material covenant or agreement of the Company (in the case of the Company) or Purchaser or Merger Sub (in the case of the Purchaser) to be breached or that renders untrue any representation or warranty of the Company (in the case of the Company) Purchaser or Merger Sub (in the case of the Purchaser) contained in this Agreement, in each case in any material respect; provided, however, that no such notice shall have any effect on the Representative’s or Purchaser’s, as the case may be, ability to assert the failure of any conditions to its obligation to close set forth in [Article VIII] or make a claim for indemnification under [Article IX] or [Article X]. Without limiting the foregoing, Purchaser’s receipt of information pursuant to this [Section 6.3] shall not operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by the Company or Equity Sponsor in this Agreement (including [Sections 9.2(a), 10.2 and 11.1(d)])])]) and shall not be deemed to amend or supplement the Company Disclosure Schedule.

Effect of Notice. Except as set forth in this Notice, the terms of the Award Agreement shall remain in full force and effect.

Prepayments to Include Accrued Interest, Etc. All prepayments (other than prepayments of Revolving Credit Loans that are Base Rate Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) under this [Section 2.05] shall be made together with # accrued and unpaid interest to the date of such prepayment on the principal amount so prepaid and # in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to [Section 3.05].

Except as otherwise provided herein, the aggregate consideration paid to holders with respect to their Allowed Claims shall be treated pursuant to the Plan as allocated first to the principal amount of such Allowed Claims (to the extent thereof) and, thereafter, to the interest, if any, on such Allowed Claim accrued through the Effective Date.

Notice of Interest Rates. The [[Administrative Agent:Organization]] shall promptly notify the ​ and the ​ of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the [[Administrative Agent:Organization]] shall notify the ​ and the ​ of any change in SVB’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

Interest. The Company shall make monthly interest only payments in arrears on the first day of each month beginning on the first day of the month following the Closing Date (as defined in the Purchase Agreement).

INTEREST. Interest shall accrue on the unpaid principal balance of this Note at the annual rate of Eight Percent (8%) until the entire Principal Amount is paid in full. Interest shall not be compounded and shall be computed on the basis of a three hundred sixty (360) day year comprised of twelve (12) months of thirty (30) days each, with any calculation based upon a partial month of less than thirty (30) days based on actual days lapsed. ​ will make interest payments quarterly, with the first interest payment due three (3) months from the Effective Date hereof and on each 3 months from such date until all interest and outstanding principal is paid in full.

Interest. From the Effective Date until such date as this Loan (together with all interest thereon) is paid in full, the principal balance of this Note outstanding (together with any accrued but unpaid interest thereon) shall bear interest at a per annum interest rate equal to the long term Applicable Federal Rate (as such term is defined in Section 1274(d) of the Internal Revenue Code of 1986, as amended).

Interest. No interest shall accrue on the unpaid principal balance of this Note.

Interest. This Note shall carry 5 percent (5.00%) interest for the entirety of the Term as defined herein.

Interest. The outstanding principal amount of this Note shall accrue interest at the rate of 7% per annum until the Maturity Date. After the Maturity Date and upon the occurrence and during the continuation of any Event of Default, any principal balance of the Note remaining unpaid shall bear interest at the rate of 9% per annum. Accrued interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed and shall accrue daily commencing on the Original Issue Date and be compounded monthly on the first (1st) day of each calendar month. At the option of the Investor, interest payments shall be paid either in cash or in shares of Empire Common Stock (as defined below) (“Interest Shares”) on each of the following dates (or if any such date is not a Business Day, the next following Business Day) (each, an “Interest Payment Date”), except upon the occurrence (and during the continuance) of an Event of Default, in which case interest will accrue and be paid in cash on demand:

Initials Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in [Section 4(a)] above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

In the event that at any time the rate of interest applicable to any Advance made by any Bank would exceed the Maximum Rate, thereby causing the interest payable under this Agreement or the Notes to be limited to the Maximum Rate, then any subsequent reductions in the applicable rate of interest hereunder or under the Notes shall not reduce the rate of interest charged hereunder or under the Notes below the Maximum Rate until the total amount of interest accrued under this Agreement and the Notes from and after the date hereof equals the amount of interest that would have accrued hereon or thereon if the rates of interest otherwise applicable to this Agreement and the Notes (without limitation by the Maximum Rate) had at all times been in effect. In the event that upon the final payment of all of the Advances made by any Bank and termination of all of the Commitments of such Bank, the total amount of interest paid to such Bank hereunder and under the Notes is less than the total amount of interest which would have accrued if the interest rates applicable to such Advances pursuant to [Sections 2.07(a) and (b)])] had at all times been in effect, then the ​ agrees to pay to such Bank, to the extent permitted by Applicable Usury Laws, an amount equal to the excess of # the lesser of # the amount of interest which would have accrued on such Advances if the Maximum Rate had at all times been in effect or # the amount of interest rates applicable to such Advances pursuant to [Sections 2.07(a) and (b)])] had at all times been in effect over # the amount of interest otherwise accrued on such Advances in accordance with this Agreement.

Notice. Indemnitee shall, as a condition precedent to his or her right to be indemnified under this Agreement, give to the Corporation notice in writing as soon as practicable of any claim made against him or her for which indemnity will or could be sought under this Agreement. Notice to the Corporation shall be directed to the Corporation at its headquarters located at One ​ Way, Elyria, Ohio 44035, Attention: Chairman (or such other address as the Corporation shall designate in writing to Indemnitee). Notice shall be deemed received three days after the date postmarked if sent by prepaid mail, properly addressed. In addition, Indemnitee shall give the Corporation such information and cooperation as it may reasonably require within Indemnitee's power.

Notice. The Domestic Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, the Domestic Swing Line Sublimit, the Canadian Swing Line Sublimit, the Canadian Borrower Sublimit or the Aggregate Revolving Commitments under this [Section 2.06]. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.