General Mills (GIS)

attributable to the Transferred Interest for such Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Membership Interests during the Fiscal Year in accordance with Code Section 706(d), using the daily proration convention. Notwithstanding the date of such Transfer, all distributions shall be made to the holder of record as of the relevant date as set forth in Section 4.1. The Company shall recognize a Permitted Transfer of Series B-1 Limited Membership Interests, as of the date of such Permitted Transfer, when it receives the Purchaser’s Letter with respect to such Permitted Transfer. The Company shall recognize a Permitted Transfer of any other Membership Interests not later than the end of the calendar month during which it is given notice of a Permitted Transfer; provided that, if the Company is given notice of such a Permitted Transfer at least fourteen (14) Business Days prior to the Transfer, the Company shall recognize a Permitted Transfer as of the date of such Permitted Transfer; and provided, further, that if the Company does not receive a notice stating the date such Interest was Transferred and such other information as the Managing Member may reasonably require within thirty (30) days after the end of the Allocation Year during which the Permitted Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, was the owner of the Interest on the last day of such Allocation Year. Neither the Company nor the Managing Member shall incur any Liability for making allocations and distributions in accordance with the provisions of this Section 11.7, whether or not the Managing Member or the Company has knowledge of any Transfer of ownership of any Interest.