“Tax Event”: # Any portion of any payment due from any Obligor under any Collateral Obligation becoming subject to the imposition of U.S. or foreign withholding tax (other than a withholding tax on letter of credit fees or commitment fees, to the extent that such withholding tax does not exceed 30% of the amount of such fees), which withholding tax is not compensated for by a “gross-up” provision under the terms of such Collateral Obligation, # any jurisdiction’s imposing net income, profits or similar tax on the Issuer, # any portion of any payment due under a Hedge Agreement by the Issuer becoming subject to the imposition of U.S. or foreign withholding tax, which withholding tax is compensated for by a “gross-up” provision under the terms of the Hedge Agreement or # any portion of any payment due under a Hedge Agreement by a Hedge Counterparty becoming subject to the imposition of U.S. or foreign withholding tax, which withholding tax is not compensated for by a “gross-up” provision under the terms of the Hedge Agreement; provided that the total amount of # the tax or taxes imposed on the Issuer as described in clause (ii) of this definition, # the total amount withheld from payments to the Issuer which is not compensated for by a “gross-up” provision as described in clauses (i) and (iv) of this definition and # the total amount of any tax “gross-up” payments that are required to be made by the Issuer as described in clause (iii) of this definition are determined to be in excess of either # 5.0% of the aggregate interest due and payable on the Collateral Obligations during the related Collection Period or # more than $1,000,000 during the related Collection Period.