General Mills (GIS)

        3.5     Other Allocation Rules.

        (a)    Profits, Losses, and any other items of income, gain, loss, or deduction shall be allocated to the Members pursuant to this Section 3 as of the last day of each Fiscal Year; provided that Profits, Losses, and such other items shall also be allocated at such times as the Gross Asset Values of the Company’s assets are adjusted pursuant to subparagraph (ii) of the definition of “Gross Asset Value” in Section 1.10.

        (b)    Allocations made for the Allocation Year in which the Closing Date occurs shall take into account the conversion of a portion of TPC’s Class A Limited Membership Interest into 303,300 Series B-1 Limited Membership Interests.

        (c)    For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily proration basis by the Managing Member under Code Section 706 and the Regulations thereunder.

        (d)    The Members are aware of the income tax consequences of the allocations made by this Section 3 and hereby agree to be bound by the provisions of this Section 3 in reporting their