| 3 30. Limited Liability Company Agreement of RC LLC contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or other applicable law. 14. Management. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes of the Company described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. Notwithstanding any other provision of this Agreement, (i) the Member is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person and (ii) the Member has the authority to bind the Company. 15. Officers. The Member may designate one or more persons to be officers of the Company (each, an “Officer”, and collectively, the “Officers”). Officers are not “managers,” as such term is used in the Act. Any Officers who are so designated shall have such titles and authority and perform such duties as the Member, in its discretion, may delegate to them. The salaries or other compensation, if any, of the Officers of the Company shall be fixed by the Member. Any Officer may be removed as such, either with or without cause, by the Member. Designation of an Officer shall not of itself create any contract rights. 16. Waiver of Fiduciary Duties. This Agreement is not intended to, and does not, create or impose any implied duty (including, without limitation, any fiduciary duty and, for purposes of clarity, any prohibition on usurping opportunities of the Company) otherwise existing at law or in equity on the Member, any Officer, or any affiliate, officer, director, employee or agent of any of the foregoing (each of the foregoing, a “Responsible Party”). To the fullest extent permitted by applicable Law, and notwithstanding any duty otherwise existing at law or in equity, the Company, the Member and any other person or entity that is a party to or is otherwise bound by this Agreement (including, without limitation, (i) the Company in its capacity as a debtor or debtor in possession in a bankruptcy case commenced under 11 U.S.C. (a “Bankruptcy Case”), (ii) any successor to the Company in a Bankruptcy Case or otherwise, including, without limitation, a trustee, a litigation trust or estate representative, including, without limitation, a representative under 11 U.S.C. section 1123(a)(5), and (iii) any creditor or committee of creditors or equity holders seeking or obtaining standing to assert claims of the estate in a Bankruptcy Case) (each of the foregoing, a “Bound Party”) hereby expressly waives all fiduciary duties and, for purposes of clarity, any prohibition on usurping opportunities of the Company, that absent such waiver, may be implied at law or in equity or otherwise owed to a Bound Party, and in doing so, recognizes, acknowledges and agrees that the duties and obligations of the Responsible Parties are only as expressly set forth in this Agreement. 17. Other Business Opportunities. Notwithstanding any duty otherwise existing at law or in equity, any Responsible Party may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company and/or any Bound Party. No Responsible Party shall be required to present any such business opportunity or venture to any Bound Party, even if the opportunity is of the character that, if presented to any of such persons or entities, could be taken by them. No Bound |