definiens: means in respect of the Lender ( and its successors and assigns ), any Taxes imposed on or with respect to any payment made by o r on account of any obligation of the Borrower or a ny Subsidiary under any Loan Document other than ( a ) ( i ) Taxes imposed on or measured by one or more alternative bases one of which is a Person ’s net in come, ( ii ) franchise Taxes, and ( iii ) branch profit s Taxes, in each case, imposed with respect to such Person by t he United States or any Governmental Authority unde r the laws of which such Person is organized or in which it has its principal office or maintains its applic able lending office, or imposed as a result of a present or form er connection between such Person and the jurisdict ion imposing such Tax or any political subdivision ther eof or therein ( other than connections arising sole ly from such Person having executed, delivered, become a pa rty to, performed its obligations under, received p ayments under, received or perfected a security interest un der, engaged in any other transaction pursuant to o r enforced any Loan Document ), ( b ) any U.S. federal withholdin g Taxes imposed on amounts payable to or for the ac count of the Lender with respect to an applicable interes t in any Loan or Commitment pursuant to a law in ef fect on the date on which ( i ) such Lender acquires such interes t in the Loan or Commitment or ( ii ) such Lender cha nges its lending office, except in each case to the extent t hat, pursuant to Section 4.3, amounts with respect to such Taxes were payable either to such Lender ( or its assignor, if any ) immediately before such Person became a p arty hereto or to such Person immediately before the tim e of designation of a new lending office, ( c ) Taxes attributable to such Person ’s failure to comply wit h Section 4.3(e ) and ( f ), and ( d ) any U.S. federal withholding Taxes or other amounts imposed or payable under FAT CA