SOF III - 1081 Southern Financial LLC (vi) all or any portion of any Capital Commitment that the General Partner has the right to require such Limited Partner to fund, including to cover anticipated capital calls and to cover any over-commitment to the Master Fund, pursuant to such Limited Partner's Subscription Agreement or this Agreement. Any amounts so set off or withheld pursuant to this Section 7.04 shall be applied by the General Partner to discharge the obligation or contingent obligation in respect of which such amounts were withheld. (b) Notwithstanding anything else contained in this Agreement, all amounts that the General Partner determines in good faith to be properly withheld or otherwise paid by any Person on behalf of any Partner pursuant to any provision of any U.S. federal, state, local or non- U.S. tax law shall be treated as if such amounts were distributed to such Partner pursuant to Section 7.01. Each Limited Partner shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Partnership, any Indemnified Person and each Person who is or who is deemed to be the responsible withholding agent for United States federal, state or local or foreign or other applicable income tax purposes against all claims, liabilities and expenses of whatever nature (other than any claims, liabilities and expenses in the nature of penalties thereon that result from such Person's willful misfeasance, gross negligence or fraud) relating to the Partnership's, the Indemnified Person's or such Person's obligation to withhold and to pay over, or otherwise to pay, any withholding or other taxes payable by the Partnership or any of its Affiliates with respect to such Limited Partner or as a result of such Limited Partner's participation in the Partnership. Section 7.05. Establishment of the Funding Reserve. The General Partner, in its discretion, may, in accordance with Section 5.02, call for Capital Contributions or with