LOAN AGREEMENT

Exhibit 10.1

LOAN AGREEMENT

Between

MAGELLAN MIDSTREAM HOLDINGS, L.P.,

a Delaware limited partnership,

“Borrower”

and

BANK OF OKLAHOMA,

NATIONAL ASSOCIATION

“Bank”

May 18, 2009

LOAN AGREEMENT

THIS LOAN AGREEMENT, dated effective as of May 18, 2009 (the “Agreement”), is made and entered into between MAGELLAN MIDSTREAM HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), and BANK OF OKLAHOMA, NATIONAL ASSOCIATION (the “Bank”).

RECITALS

A. The Borrower has requested the Bank establish a certain revolving line of credit in favor of the Borrower in the form of an one year revolving loan facility in the maximum principal amount of THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($3,500,000.00) to finance general working capital needs and expenditures (the “Commitment”) and to be evidenced by the Borrower’s $3,500,000 promissory note payable to the order of the Bank and dated as of even date herewith (the “Note”); and

B. The Bank is willing to so establish the Commitment in favor of the Borrower upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, receipt of which is acknowledged by the parties hereto, the parties hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

When used herein, the following terms shall have the following meanings:

“ ABR ”, when used in reference to any Revolving Loan or Borrowing, means that such Revolving Loan, or the Revolving Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing, the index or reference interest rate per annum (rounded upwards, if necessary, to the next  ¹ / 100 of 1%), as adjusted as of the effective date of any change therein, equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. Each change in the Adjusted LIBO Rate shall be effective as of the first day of each calendar month, commencing June 1, 2009, and calculated based on the LIBO Rate in effect as of the first day of such calendar month ( provided , however , if the first day of such calendar month is not a Business Day, then the rate in effect for the immediately succeeding Business Day shall be utilized).

“ Alternative Base Rate ” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day or (b) the Federal Funds Effective Rate in effect on such day plus  ¹ / 2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ Applicable Rate ” shall mean a per annum rate of interest equal to the sum of the LIBO Rate plus the Margin; provided, however, that the Applicable Rate can not be less than 4.25%.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrowing ” means Revolving Loans of the same Type made, converted or continued on the same date and, in the case of Eurodollar Revolving Loans, as to which the thirty (30) day Interest Period is in effect.

“ Business Day ” shall mean a day other than a Saturday, Sunday or a day upon which banks in the State of Oklahoma are closed to business generally.

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date of this Agreement or (c) compliance by the Bank (or, for purposes of Section 2.7(b), by any lending office of the Bank or the Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“ Closing Date ” shall mean the date the Loan Documents are executed and delivered to the Bank.

“ Commitment ” shall mean the Commitment of the Bank to make Revolving Loans as described in Section 2.1 of this Agreement.

“ Debt ” shall mean and include, as of any date, all items which, in accordance with tax basis accounting principles, would be included on the liabilities side of Borrower’s balance sheet, including all obligations under leases which, in accordance with tax basis accounting principles, would be recorded as capital leases, but excluding stated capital, paid in capital and retained earnings.

“ Default Rate ” shall mean the Applicable Rate plus four percentage points (4%) per annum.

“EDGAR” means the Electronic Data Gathering, Analysis, and Retrieval computer system for the receipt, acceptance, review and dissemination of documents submitted to the Securities and Exchange Commission in electronic format.

“ Eurodollar ”, when used in reference to any Revolving Loan or Borrowing hereunder, refers to whether such Revolving Loan, or the Revolving Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Event of Default ” shall mean any of the events specified in Section 7.1 of this Agreement, and “ Default ” shall mean any event, which together with any lapse of time or giving of any notice, or both, would, unless cured or waived in writing, constitute an Event of Default.

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“ Excluded Taxes ” means, with respect to the Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America (or any state or locality thereof), or by the jurisdiction under the laws of which such recipient is organized, in which its principal office is located or, in the case of the Bank, in which its applicable lending office is located or any other jurisdiction as a result of such recipient engaging in a trade or business in such jurisdiction for tax purposes, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above, and (c) any taxes that are imposed as a result of any event occurring after the Bank becomes a lender to Borrower (other than a Change in Law).

“ Federal Funds Effective Rate ” means for any day, the weighted average (rounded upwards, if necessary, to the next  ¹ / 100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next  ¹ / 100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ GAAP ” shall mean generally accepted accounting principles in the United States of America applied on a consistent basis in all material respects to those applied in the preceding period. Unless otherwise indicated herein, all accounting terms will be defined according to GAAP.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guarantors ” collectively means the subsidiaries of the Borrower on a joint and several liability basis, as more particularly described on Schedule I annexed hereto.

“ Guaranties ” means the absolute and unconditional payment guaranty instruments executed and delivered by the various Guarantors to the Bank pursuant to Section 3.1 of this Agreement.

“ hereby ”, “ herein ”, “ hereof ”, “ hereunder ” and similar such terms shall mean and refer to this Agreement as a whole and not merely to the specific section, paragraph or clause in which the respective word appears.

“ IDRs ” shall mean each and all of the rights, title and interest of Borrower, directly or indirectly, in and to the non-voting limited partners interests commonly known as the Incentive Distribution Rights, as more particularly described and defined in the MMP Partnership Agreement, including all payments, cash and cash flow therefrom or attributed thereto from time to time.

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“ Indebtedness ” shall mean and include any and all: (i) indebtedness, obligations and liabilities of the Borrower to the Bank incurred or which may be incurred or purportedly incurred hereafter pursuant to the terms of this Agreement or any of the other Loan Documents, and any extensions, renewals, substitutions, amendments and increases in amount thereof, including such amounts as may be evidenced by the Note issued under this Agreement and all lawful interest, commitment and non-usage fees, and other charges, and all reasonable costs and expenses incurred in connection with the preparation, filing and recording hereof and of any amendment, extension, restatement or modification of the Loan Documents, including reasonable attorneys fees; (ii) all reasonable costs and expenses, including reasonable attorneys’ fees, paid or incurred by the Bank in enforcing or attempting to enforce collection of any Indebtedness and in enforcing or realizing upon or attempting to enforce or realize upon any collateral or security for any Indebtedness and in protecting and preserving the Bank’s interest in the Indebtedness or any collateral or security for any Indebtedness in any bankruptcy or reorganization proceeding, including interest on all sums so expended by the Bank accruing from the date upon which such expenditures are made until paid, at an annual rate equal to the Default Rate; (iii) sums expended by the Bank in curing any Event of Default or Default of the Borrower under the terms of this Agreement, the other Loan Documents or any other pledge or security agreement or other writing evidencing or securing the payment of the Note, together with interest on all sums so expended by the Bank accruing from the date upon which such expenditures are made until paid, at an annual rate equal to the Default Rate; (iv) overdraft charges, return items and ACH obligations now or hereafter owing by Borrower to the Bank; and (v) all “Indebtedness” or “Secured Indebtedness” as said terms are defined in each of the Loan Documents.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Interest Period ” means with respect to any Eurodollar Borrowing, each calendar month; provided , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Laws ” shall mean all statutes, laws, ordinances, regulations, orders, writs, injunctions, or decrees of the United States, any state or commonwealth, any municipality, any foreign country, any territory or possession, or any Tribunal, whether now or hereafter in effect.

“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement.

“ LIBO Rate ” shall mean with respect to any Eurodollar Borrowing for an Interest Period, the rate equal to the London InterTAN Offered Rate per annum set forth on Page 72 of the Knight-Ridder Money Center (Bridge Composite Rating) for Interest Periods in effect on the Closing Date and on the first day of each applicable calendar month thereafter (which, if not a

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Business Day, shall mean such rate in effect on the immediately preceding Business Day), which such per annum rate shall remain fixed for such entire calendar month. If such information is unavailable on such Page 72 of such service or such service no longer makes such information available, such rate shall be obtained from any successor or substitute page of such service, or any successor to or substitute for such service as determined by the Bank from information supplied thereto by a nationally recognized report service acceptable to the Bank with respect to similar information, providing rate quotations comparable to those currently provided on such page 72 (or substitute page) of Knight-Ridder Money Center (Bridge Composite Rating).

“ Lien ” shall mean, with respect to any asset, any pledge, collateral assignment, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement or other similar form of public notice under the Laws of any jurisdiction).

“ Lien Notice ” shall mean notice received or obtained by the Bank or knowledge obtained by the Bank of any Lien being claimed (whether valid or not) by any Person, other than the Bank or a trustee on behalf of the Bank, with respect to any assets of the Borrower.

“ Loan Documents ” shall mean this Agreement, the Note, the Guaranties and all other documents, instruments, and certificates executed and delivered to the Bank by the Borrower or any of the Guarantors pursuant to the terms of this Agreement.

“ Loan Parties ” shall mean the Borrower, the Guarantors, and their respective successors and permitted assigns.

“ Margin ” shall mean two hundred twenty five basis points (2.25%).

“ MMP ” means Magellan Midstream Partners, L.P., a Delaware limited partnership. “ MMP Partnership Agreement ” shall mean that certain Fourth Amended and Restated Agreement of Limited Partnership of MMP dated as of April 13, 2005, as amended, supplemented, restated, replaced or otherwise modified from time to time.

“ Note ” shall mean the Note described and defined in the recitals to this Agreement, together with each and every extension, renewal, modification, replacement, substitution, rearrangement, consolidation and change in form thereof which may be from time to time and for any term or terms effected.

“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise, transfer, sales, intangible, mortgage recording or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

“ Person ” shall mean and include an individual, a partnership, limited liability company, a joint venture, a corporation, a trust, an unincorporated organization, and a government or any department, agency or political subdivision thereof.

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“ Prime Rate ” means the annual rate of interest set by Bank of Oklahoma Financial Corporation (“BOKF”) in its sole discretion as the BOKF Prime Rate, on a daily basis as published by BOKF from time to time (the “Index”), which shall be the rate used by BOKF as a base or standard for pricing purposes, and which shall not necessarily be its “best” or lowest rate. The Borrower acknowledges and understands that the Bank may make loans based on other rates or indices as well. Should the Index become unavailable during the term of the Loans evidenced by the Note and/or governed hereby or should BOKF otherwise cease to publish or announce a prime or base rate, or should it be merged, consolidated, liquidated or dissolved in such a manner that it loses its separate corporate or banking identity, then the Prime Rate shall be a substitute index selected and designated by the Bank and concerning which the Borrower is notified by the Bank. Any change in the Prime Rate shall be effective as of the date of the change but the Prime Rate shall not change more often than once each day.

“ Revolving Loan ” shall mean the cash loan advances made from time to time by the Bank to the Borrower in accordance with Section 2.1 hereof.

“ Simplification of Capital Structure ” means that certain transaction as publicly announced by the Borrower and MMP on March 3, 2009 after the closing of which the Borrower intends to dissolve.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Bank is subject, with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Revolving Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to the Bank under such Regulation D or any comparable regulation promulgated thereby. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Tax ” or “ Taxes ” shall mean all taxes, assessments, fees, or other charges or levies from time to time or at any time imposed by any Laws or by any Governmental Authority.

“ Tribunal ” shall mean any municipal, state, commonwealth, Federal, foreign, territorial or other sovereign, governmental entity, governmental department, court, commission, board, bureau, agency or instrumentality.

“ Type ”, when used in reference to any Revolving Loan or Borrowing, refers to whether the rate of interest on such Revolving Loan, or on the Revolving Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

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ARTICLE II

REVOLVING LOAN

2.1 Revolving Loan . The Bank agrees, upon the terms and subject to the conditions hereinafter set forth, to make Revolving Loans from time to time in accordance herewith, but in no event in excess of maximum outstanding principal balance of $3,500,000 to the Borrower pursuant to the Commitment to be funded immediately upon the Borrower’s request and satisfaction of all of the conditions set forth in Article IV hereof for the limited purposes described in Recital A of this Agreement. Unless the Commitment shall be sooner terminated pursuant to the provisions of this Agreement or the other Loan Documents, the Revolving Loan shall mature on May 17, 2010. Borrower may repay all outstanding balances and terminate this Agreement and the Guaranties at anytime by providing written notice to the Bank. Upon the closing of the Simplification of Capital Structure, the Commitment shall be terminated and all outstanding balances shall be due and payable and, upon such payment in full, the Guaranties shall be terminated. In no event shall the amount advanced and outstanding from time to time on the Revolving Loan be in excess of the original face principal amount of the Note more particularly described in Section 2.2 below.

2.2 Revolving Note . On the Closing Date, the Borrower shall execute and deliver to the order of the Bank the Note in the principal amount of $3,500,000.00, the form of which is annexed hereto as Exhibit A and hereby made a part herein. The Note shall be dated as of the Closing Date and shall bear interest payable monthly on the last day of each calendar month, commencing May 31, 2009, on unpaid balances of principal from time to time outstanding at a variable annual rate equal from day to day to the Applicable Rate. After maturity (whether by acceleration or otherwise), the Note shall bear interest at the Default Rate payable on demand on any unpaid balances. Interest shall be calculated on the basis of a year of 360 days, but assessed for the actual number of days elapsed in each accrual period.

All payments and prepayments shall be made in lawful money of the United States of America in immediately available funds. Any payments or prepayments on the Note received by the Bank after 2:00 o’clock p.m. (applicable current time in Tulsa, Oklahoma) shall be deemed to have been made on the next succeeding Business Day. Any prepayment shall be applied first to accrued but unpaid interest then to the next succeeding installment(s) of principal. All outstanding principal of and accrued interest on the Note not previously paid hereunder shall be due and payable at final maturity on May 17, 2010, unless such maturity shall be extended by the Bank in writing or accelerated pursuant to the terms hereof.

Each Revolving Loan requested by Borrower from Bank shall (a) be requested in writing by Borrower, no later than 1:00 p.m. (applicable current time in Tulsa, Oklahoma) on the date the advance is to be made; (b) not cause the aggregate outstanding and unpaid principal amount of the Note to exceed the stated face principal amount thereof and (c) be advanced by Bank on the applicable date, provided the request is timely made in accordance with clause (a) above and all other conditions of funding are met. All advances made by Bank shall be deposited to such general deposit account of Borrower or otherwise as the Bank is instructed in writing from time to time, and Bank shall have no responsibility to monitor the distribution of such advances in any other respect. In consideration of Bank’s permitting Borrower to make requests for Revolving Loans by telephone, Borrower states that it is fully aware of the risks attendant

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thereto, and agree to accept all such risks and to hold Bank harmless from any loss which Borrower may incur by reason of such non-written request, other than such as result from Bank’s gross negligence or wanton disregard. All Revolving Loans made by Bank on the Note and all payments or prepayments of principal and interest thereon made by Borrower shall be recorded by Bank in its records, and the aggregate unpaid principal amount so recorded shall be prima facie evidence of the principal amount owing and unpaid on the Revolving Note. The failure to so record shall not, however, limit or otherwise affect the obligations of Borrower hereunder or under the Note to repay the principal amount of each Revolving Loan together with all interest accrued thereon.

2.3 Interest . Prior to the occurrence of an Event of Default, interest shall accrue on any past due interest and on the principal amount of the Note from time to time outstanding at the fixed per annum Applicable Rate. Following the occurrence and during the continuance of any Event of Default, the Note shall accrue interest at a per annum rate equal to the Default Rate but in no event in excess of the maximum rate of interest permitted by applicable Law.

2.4 Loan Fee . Borrower shall pay to the Bank on the Closing Date a fully earned and non-refundable loan origination fee of $5,000 in immediately available funds, U.S. Dollars.

2.5 Maximum Lawful Interest Rate . It is not the intention of the Bank or the Borrower to violate the laws of any applicable jurisdiction relating to usury or other restrictions on the maximum lawful interest rate. The Loan Documents and all other agreements between the Borrower and the Bank, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no event shall the interest paid or agreed to be paid to the Bank for the use, forbearance or detention of money loaned, or for the payment or performance of any covenant or obligation contained herein or in any other Loan Document, exceed the maximum amount permissible under applicable law. If from any such circumstances the Bank should ever receive anything of value deemed interest under applicable law which would exceed interest at the highest lawful rate, such excessive interest shall be applied to the reduction of the principal amount owing hereunder, and not to the payment of interest, or if such excessive interest exceeds any unpaid balance of principal, such excess shall be refunded to the Borrower. All sums paid or agreed to be paid to the Bank for the use, forbearance or detention of monies advanced under the Revolving Loan shall, to the extent permitted by applicable Law, be amortized, prorated, allocated and spread throughout the full term of the Indebtedness until payment in full so that the rate of interest on account of the Indebtedness is uniform throughout the term thereof. This Section 2.5 shall control every other provision of the Loan Documents and all other agreements between the Bank and the Borrower.

2.6 Alternate Rate of Interest . If prior to the commencement of any Interest Period for a Eurodollar Borrowing, the Bank determines reasonably and in good faith that by reason of circumstances affecting the relevant market generally adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to the Bank of making or maintaining its Revolving Loan included in such Borrowing for such Interest Period (as certified by the Bank), then the Bank shall give notice thereof to the Borrower by telephone, telecopy or e-mail as promptly as practicable thereafter and, until the Bank notifies the Borrower that the circumstances giving rise to such notice no

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longer exist, (i) any continuation of any Revolving Loan as a Eurodollar Borrowing shall be ineffective, and (ii) if a Eurodollar Revolving Loan is requested by Borrower, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted to the extent otherwise allowed hereunder.

2.7 Increased Costs .

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Bank (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

(ii) impose on the Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Revolving Loans made by the Bank or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to the Bank of making or maintaining any Eurodollar Revolving Loan (or of maintaining its obligation to make any such Revolving Loan) or to increase the cost to the Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to the Bank (together with reasonably detailed documentation supporting such request) such additional amount or amounts as will compensate the Bank for such additional costs incurred or reduction suffered.

(b) If the Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on the Bank’s capital or on the capital of the Bank’s holding company, if any, as a consequence of this Agreement or the Revolving Loans made by, or participations in Letters of Credit held by, the Bank, or the Letters of Credit issued by the Bank, to a level below that which the Bank or the Bank’s holding company could have achieved but for such Change in Law (taking into consideration the Bank’s policies and the policies of Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to the Bank (together with reasonably detailed documentation supporting such request) such additional amount or amounts as will compensate the Bank or the Bank’s holding company for any such reduction suffered.

(c) A certificate of the Bank setting forth the amount or amounts necessary to compensate the Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.7 together with supporting documentation demonstrating the calculation of such amount in reasonable detail shall be delivered to the Borrower. The Borrower shall pay the Bank, as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof.

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(d) Failure or delay on the part of the Bank to demand compensation pursuant to this Section 2.7 shall not constitute a waiver of the Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Bank pursuant to this Section 2.7 for any increased costs or reductions incurred more than 180 days prior to the date that the Bank notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of the Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e) The foregoing provisions of this Section 2.7 shall not apply in the case of Taxes, which shall instead be governed by Section 2.8.

2.8 Taxes .

(a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.8) the Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.8) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto (except as a result that such sums were imposed as a result of the willful misconduct or gross negligence of the Bank as finally determined by a court of competent jurisdiction), wheth