Section 9.15 Priorities. If the Trustee collects any money pursuant to this Article 9, it will pay out the money in the following order:
FIRST: to the Trustee, its agents and attorneys for amounts due under this Indenture, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;
SECOND: to the Holders, for any amounts due and unpaid on the principal of, Redemption Price for, Fundamental Change Repurchase Price for, Additional Amounts with respect to, accrued and unpaid interest on, and cash portion of the Exchange Obligation with respect to, any Note, without preference or priority of any kind, according to such amounts due and payable on all of the Notes; and
THIRD: the balance, if any, to the Issuer or to such other party as a court of competent jurisdiction directs.
The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section 9.15. If the Trustee so fixes a record date and a payment date, at least 15 days prior to such record date, the Issuer will deliver to each Holder and the Trustee a written notice, which notice will state such record date, such payment date and the amount of such payment.
Section 9.16 Undertaking for Costs. All parties to this Indenture agree, and each Holder of a Note, by such Holders acceptance thereof, shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section 9.16 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the Notes then outstanding, or to any suit instituted by any Holder for the enforcement of the payment of the principal of, the Redemption Price, Fundamental Change Repurchase Price with respect to, Additional Amounts with respect to, or accrued and unpaid interest on, any Note on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to exchange any Note in accordance with the provisions of Article 7 hereof.
CONSOLIDATION, MERGER, AMALGAMATION OR SALE OF ASSETS AND TAX RESIDENCE
Section 10.01 Issuer and Guarantor May Consolidate on Certain Terms. Neither the Issuer nor the Guarantor shall consolidate with or merge or amalgamate into any Person or enter into a scheme of arrangement (unless the Issuer or the Guarantor, as applicable, is the surviving person) or sell, lease or otherwise transfer their respective consolidated properties and assets, substantially as an entirety, to another Person (other than for the Guarantor to sell, lease or