Definition of Tax Protection Amount

Tax Protection Amount means the lesser of (i) the total amount that would be payable to such Holder under all Tax Protection Agreements to which such Holder is a party or with respect to which such Holder is a beneficiary if the Trust were to have sold on the Trust Preferred Redemption Date all of its assets in fully taxable transactions for their Total Asset Value or (ii) the sum of the "Current Tax Cost" and the "Gross Up Amount" where: