d prior to the expiration of its Term (as defined in the Consulting Agreement) and in a manner that obligates the Company to pay the Senior Adviser the Early Termination Payment (as defined in the Consulting Agreement), subject to the terms of the Consulting Agreement; NOW, THEREFORE, the Senior Adviser and the Company agre

ying to all of the applicable Holders the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Holders, and provided, further, that APO Corp. may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to