General Mills (GIS)

Section 10.09.  Confidentiality.  Each Bank agrees to take normal and reasonable precautions and exercise due care (in the same manner as it exercises for its own affairs) to maintain the confidentiality of all information identified as “confidential” by the Company and provided to it by the Company or any

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Subsidiary of the Company, or by the Administrative Agent on such Company’s or Subsidiary’s behalf, in connection with this Agreement, any Letter of Credit or any other Loan Document, and neither it nor any of its Affiliates shall use any such information for any purpose or in any manner other than pursuant to the terms contemplated by this Agreement; except to the extent such information

(i)   was or becomes generally available to the public other than as a result of a disclosure by such Bank, or

(ii)  was or becomes available on a non-confidential basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with the Company known to such Bank; provided further, however, that any Bank may disclose such information

(A)  at the request or pursuant to any requirement of any Governmental Authority to which such Bank or its Affiliates are subject or in connection with an examination of such Bank or its Affiliates by any such authority;

(B)  pursuant to subpoena or other court process, provided that the Company is given prompt notice of such subpoena or other process (unless such Bank is legally prohibited from giving such notice);

(C)  when required to do so in accordance with the provisions of any applicable Requirement of Law;

(D)  to the extent reasonably required in connection with any litigation or proceeding to which any Agent, any Bank or their respective Affiliates may be party;

(E)  to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; and

(F)  to such Bank’s independent auditors and other professional advisors as may be reasonably required in order for any party to fulfill its obligations, provided further, that such auditors or advisors shall be informed of the confidentiality requirements of this Agreement.

Notwithstanding the foregoing, the Company authorizes each Bank to disclose to any Participant or Assignee (each, a “

Section 10.09. Confidentiality. Each Bank agrees to take normal and reasonable precautions and exercise due care (in the same manner as it exercises for its own affairs) to maintain the confidentiality of all information identified as “confidential” by the Company and provided to it by the Company or any Subsidiary of the Company, or by the Administrative Agent on such Company’s or Subsidiary’s behalf, in connection with this Agreement or any other Loan Document, and neither it nor any of its Affiliates shall use any such information

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for any purpose or in any manner other than pursuant to the terms contemplated by this Agreement; except to the extent such information

(i)     was or becomes generally available to the public other than as a result of a disclosure by such Bank, or

(ii)    was or becomes available on a non-confidential basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with the Company known to such Bank; provided further, however, that any Bank may disclose such information

(A)    at the request or pursuant to any requirement of any Governmental Authority to which such Bank or its Affiliates are subject or in connection with an examination of such Bank or its Affiliates by any such authority;

(B)    pursuant to subpoena or other court process, provided that the Company is given prompt notice of such subpoena or other process (unless such Bank is legally prohibited from giving such notice);

(C)    when required to do so in accordance with the provisions of any applicable Requirement of Law;

(D)    to the extent reasonably required in connection with any litigation or proceeding to which any Agent, any Bank or their respective Affiliates may be party;

(E)    to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; and

(F)    to such Bank’s independent auditors and other professional advisors as may be reasonably required in order for any party to fulfill its obligations, provided further, that such auditors or advisors shall be informed of the confidentiality requirements of this Agreement.

Notwithstanding the foregoing, the Company authorizes each Bank to disclose to any Participant or Assignee (each, a “

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shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 10.08, any SPC may with notice to, but without (except as specified below) the prior written consent of, the Company and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Bank or to any financial institution (consented to by the Administrative Agent and, so long as no Event of Default has occurred, the Company, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans. Any SPC shall be a Transferee for purposes of Section 10.09 hereof, provided that in addition to disclosures permitted pursuant to Section 10.09, an SPC may disclose on a basis acknowledged by the recipient as confidential any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. An amendment to this subsection (e) without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Section 10.09. Confidentiality. Each Bank agrees to take normal and reasonable precautions and exercise due care (in the same manner as it exercises for its own affairs) to maintain the confidentiality of all information identified as “confidential” by the Company and provided to it by the Company or any Subsidiary of the Company, or by the Administrative Agent on such Company’s or Subsidiary’s behalf, in connection with this Agreement or any other Loan Document, and neither it nor any of its Affiliates shall use any such information for any purpose or in any manner other than pursuant to the terms contemplated by this Agreement; except to the extent such information

(i)    was or becomes generally available to the public other than as a result of a disclosure by such Bank, or

(ii)   was or becomes available on a non-confidential basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with the Company known to such Bank; provided further, however, that any Bank may disclose such information

(A)  at the request or pursuant to any requirement of any Governmental Authority to which such Bank or its Affiliates are subject or in connection with an examination of such Bank or its Affiliates by any such authority;

(B)  pursuant to subpoena or other court process, provided that the Company is given prompt notice of such subpoena or other process (unless such Bank is legally prohibited from giving such notice);

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(C)  when required to do so in accordance with the provisions of any applicable Requirement of Law;

(D)  to the extent reasonably required in connection with any litigation or proceeding to which any Agent, any Bank or their respective Affiliates may be party;

(E)  to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; and

(F)   to such Bank’s independent auditors and other professional advisors as may be reasonably required in order for any party to fulfill its obligations, provided further, that such auditors or advisors shall be informed of the confidentiality requirements of this Agreement.

Notwithstanding the foregoing, the Company authorizes each Bank to disclose to any Participant or Assignee (each, a “