definiens: means ( i ) any Taxes imposed on ( or measured by ) net income ( including branch profitsTaxes ) of the Lender, or any franchise or similar Taxes imposed in lieu thereof, by any Governmental Authority or taxingauthority by the jurisdiction under the laws of which the Lender is organized or any jurisdiction in which the Lender is aresident, has an office, conducts business or has another connection and ( ii ) in the case of a Foreign Lender, any withholdingtax that is imposed on amounts payable to such Foreign Lender ( a ) under law in effect at the time such Foreign Lenderbecomes a party to this Agreement ( or designates a new Lending Office ), except to the extent that such Foreign Lender ( orits assignor, if any ) was entitled, at the time of designation of a new Lending Office ( or assignment ), to receive additionalamounts from Borrower with respect to such withholding tax pursuant to Section 5.01(a ) or ( b ) that is attributable to suchForeign Lender ’s failure to comply with Section 5.01(b )