General Mills (GIS)

the Managing Member shall be unaffected by such Transfer and (B) in the event that any such transferee (other than GMI) ceases to be a Subsidiary of GMI, such transferee shall Transfer back to GMI or to another Subsidiary of GMI any such Managing Membership Interest immediately prior to such transferee ceasing to be a Subsidiary of GMI.

        (b)    Class A Limited Members.   Subject to the conditions and restrictions set forth in Section 11.3: (i) without the consent of any other Member, a Class A Limited Member may (A) pledge all (but not less than all) of its Class A Limited Membership Interests to a single lender as a bona fide pledge in connection with financing obtained to purchase such Class A Limited Membership Interests and transfer such Class A Limited Membership Interests to such lender in connection with any foreclosure of such pledge, (B) Transfer all (but not less than all) of its Class A Limited Membership Interests to (1) any other Member, (2) any wholly owned Subsidiary or any entity of which it is a wholly owned Subsidiary, and (3) any Person(s) pursuant to a Class A Remarketing, and (C) Transfer all or any portion of its Class A Limited Membership Interests to any Person upon the occurrence of a continuing Liquidating Event; and (ii) with the unanimous written consent of the other Members, which consent shall not be unreasonably withheld, a Class A Limited Member may Transfer its Class A Limited Membership Interests to any other Person.

        (c)    Class B Limited Members.   Subject to the conditions and restrictions set forth in Section 11.3: (i) without the consent of any other Member, a Class B Limited Member may (A) pledge all (but not less than all) of its Class B Limited Membership Interests to a single lender as a bona fide pledge in connection with financing obtained to purchase such Class B Limited Membership Interests and transfer such Class B Limited Membership Interests to such lender in connection with the foreclosure of such, (B) Transfer all of its Class B Limited Membership Interests to (1) any other Member, (2) any wholly owned Subsidiary or any entity of which it is a wholly owned Subsidiary, and (3) GMI or any Affiliate of GMI in exchange for securities of GMI or an Affiliate of GMI, (C) Transfer all or any portion of its Class B Limited Membership Interests to any Person pursuant to a Class B Remarketing, and (D) in the case of Series B-1 Limited Membership Interests, transfer such Interests in accordance with Section 11.3(f); and (ii) with the written consent of the Managing Member and Required Class A Limited Members, which consent shall not be unreasonably withheld, a Class B Limited Member may Transfer its Class B Limited Membership Interests to any other Person; provided that the Members agree that, without any further consent of the Members, (x) GM Class B may Transfer all of its Series B-1 Limited Membership Interests to LBSFI and LBSFI may be admitted as a Series B-1 Limited Member in respect thereof and (y)  LBSFI may thereafter Transfer and deposit such Series B-1 Limited Membership Interests into Capital Trust, and Capital Trust may be admitted as a Series B-1 Limited Member in respect thereof. For purposes of this Section 11, the issuance of securities representing beneficial interests in the Capital Trust in the manner contemplated by the Capital Trust Agreement shall not (and shall not be deemed) to constitute a Transfer of the Series B-1 Limited Membership Interests. In addition, subject to the conditions and restrictions set forth in Section 11.3, Cereals Holdings may Transfer the Series B-2 Limited Membership Interests to one or more purchasers and, upon such Transfer, such purchasers will be admitted as Class B Limited Members, immediately whereafter, Cereals Holdings shall be deemed withdrawn in respect of the Series B-2 Limited Membership Interests so Transferred.

        (d)    Any Transfer permitted by this Section 11.2 shall be referred to in this Agreement as a “Permitted Transfer,” and the Person to which the Interest is Transferred shall be a “Permitted Transferee.”