General Mills (GIS)

        13.11     Mark-to-Market Methodology.

        (a)    For purposes of determining the amount of any adjustment to the Gross Asset Values of the Company’s Property pursuant to paragraphs (ii) or (iii) of the definition of “Gross Asset Value” in Section 1.10, the values of each of the Company’s Permitted Assets must be determined (such value being the “Mark-to-Market Value,” and any calculation of such Mark-to-Market Value, the “Mark-to-Market Valuation”). The Gross Asset Value and Mark-to-Market Value of the Company’s Permitted Assets shall be determined in accordance with the Valuation Methodology described on Schedule D hereto.

        (b)    In the event that it is necessary to determine the Mark-to-Market Value of the Company’s Permitted Assets pursuant to this Section 13.11, such Mark-to-Market Valuation shall be performed by any nationally recognized independent accounting firm or other appraiser of national standing selected by the Managing Member and, if RBDB retains any of its Class A Limited Membership Interests, approved by RBDB; provided that any appraiser appointed hereunder shall be disinterested and qualified to appraise property similar to the Permitted Assets being appraised; and provided, further, that, solely for purposes of determining compliance with the Portfolio Requirements, the Mark-to-Market Valuation of all Permitted Loans that are obligations of any GMI Entity may be performed by the Managing Member. In the event the parties cannot agree on one appraiser, then the Managing Member shall select an appraiser (“Appraiser 1”) and the Required Class A Limited Members shall jointly select an appraiser (“Appraiser 2”) and the two appraisers shall jointly select a third appraiser (“Appraiser 3”). The value arrived at by appraisal shall be determined by Appraiser 1 and Appraiser 2 submitting their separate appraisals to Appraiser 3. Appraiser 3 shall independently review the appraisals and