SOF III - 1081 Southern Financial LLC discretion of the General Partner, shall be distributed after the same has been received by the Partnership; provided that, the General Partner, in its discretion, may withhold amounts which may otherwise be distributable to the Partners as set forth in Section 7.04 in order to (i) maintain the Partnership in sound financial and cash position and to make such provisions as the General Partner, in its discretion, deems necessary or advisable for any and all liabilities and obligations, contingent or otherwise, including obligations to fund future capital calls by the Master Fund and obligations to provide indemnification to any Person, (ii) to fund over-commitments to the Master Fund as described in Section 3.02(i), and (iii) for any other purpose for which distributions may be recalled by the General Partner in accordance with the definition of Remaining Capital Commitment. For purposes of this Agreement, amounts so retained will be deemed to have been distributed to the Partners as of the date received by the Partnership and subsequently re-contributed by the Partners as of the date such amounts are used in accordance with the preceding sentence. (b) All cash distributions shall be made in immediately available funds in U.S. Dollars, except to the extent that distributions in U.S. Dollars would be illegal under applicable law, in which case, and to such extent, distributions shall be made in the currency in which cash is received by the Partnership. Notwithstanding anything in this Section 7.01 to the contrary, if the General Partner determines that it would be in the best interests of the Partners, it may make distributions to Partners (or to an Approved Agent on behalf of a Partner), at such times as it deems advisable, in such amounts and in such proportion as it shall determine. (c) The General Partner may, in its discretion, distribute to the Partners (or to any Approved Agent on behalf of a Partner