rganizers, than the liability of any organizer of the Company shall be eliminated or limited to the fullest extent permitted by the Uni forfp;. : 11 Limited Liability Company Act or other applicable law, as so amended. , If; co Any repeal or modification of the foregoing paragraph by the members shall- not adversely affec

ited liability company after dissolution, the Fund's limited partners have become LLC members.) The process of winding up is governed by Delaware's Limited Liability Company Act (the "LLC Act"), 6 Del. C. §§ 18-101 et seq.6 Under the LLC Act, assets of an LLC that is winding up shall be distributed according to the followin