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:

Interest. Interest shall accrue on a monthly basis on the outstanding principal amount of this Note, plus accrued but unpaid interest (non-compounding), at a rate per annum equal to 8.00%. The Company and the Holder negotiated such interest rate on an arm's length basis and agree that such interest rate reflects a market rate of interest as of the date hereof. Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. Interest will accrue on any principal payment due under this Note until such time as payment therefor is actually delivered to the Holder in accordance with the terms hereof.

Subject to the provisions of subsection # below, # each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate for Eurocurrency Rate Loans; # each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans; and # each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans.

Interest. Interest is to be accrued on the account balance at a rate of interest that is equal to 120% of the long-term Applicable Federal Rate, adjusted monthly, as published each month by the Internal Revenue Service and available at www.irs.gov. 1

Interest. (a) Subject to the provisions of Section 2.08(b), (i))] each SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Term SOFR for such Interest Period plus the Applicable Margin; # each ABR Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin; # each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin, # each CDOR Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date at a rate per annum equal to the CDOR Screen Rate plus the Applicable Margin, # each Daily Simple SONIA Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date at a rate per annum equal to the Daily Simple SONIA plus the Applicable Margin, and # each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date at a rate per annum equal to the Adjusted Eurocurrency Rate plus the Applicable Margin.

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

Default Interest. Notwithstanding anything to the contrary herein, upon the occurrence and during the continuance of any Event of Default under [Section 8.1(a), 8.1(f) or 8.1(g)])])], any overdue principal of or interest on any Loan or any overdue fee or other overdue amount payable by the Borrower hereunder shall bear interest, payable on demand, after as well as before judgment, at a rate per annum equal to # in the case of the principal of any Loan, 2.00% per annum in excess of the interest rate otherwise applicable hereunder to such Loan or # in the case of any other amount, a rate (computed on the basis of a year of 360 days for the actual number of days elapsed) that is 2.00% per annum in excess of the interest rate payable hereunder for Base Rate Revolving Loans; provided that no amount shall accrue pursuant to this [Section 2.9] on any overdue amount that is payable to any Defaulting Lender so long as such Lender is a Defaulting Lender. Payment or acceptance of the increased rates of interest provided for in this [Section 2.9] is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent, any Issuing Bank or any Lender.

SECURITY INTEREST. To secure the prompt payment and performance to [[Organization B:Organization]] of all of the Obligations, [[Organization A:Organization]] hereby grants to [[Organization B:Organization]] a continuing security interest in the Collateral. [[Organization A:Organization]] is not authorized to sell, assign, transfer or otherwise convey any Collateral without [[Organization B:Organization]]’s prior written consent, except for the sale of finished inventory in the [[Organization A:Organization]]’s usual course of business. [[Organization A:Organization]] agrees to sign any instruments and documents requested by [[Organization B:Organization]] to evidence, perfect, or protect the interests of [[Organization B:Organization]] in the Collateral. [[Organization A:Organization]] agrees to deliver to [[Organization B:Organization]] the originals of all instruments, chattel paper and documents evidencing or related to Receivables and Collateral. [[Organization A:Organization]] shall not grant or permit any lien or security in the Collateral or any interest therein other than Permitted Liens.

1 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

Security Interest. Evidence that all other actions necessary or, in the opinion of [[Organization B:Organization]], desirable to perfect and protect [[Organization B:Organization]]’s interest in the Purchased Assets and other Repurchase Assets have been taken, including, without limitation, UCC searches and duly authorized and filed Uniform Commercial Code financing statements on Form UCC-1.