General Mills (GIS)

        5.7     SPE Covenant re Status of Managing Member; Independent Director and Management Limitations.

        (a)    The Managing Member covenants that, unless the Required Class A Limited Members otherwise consent, it shall at all times be a special purpose bankruptcy remote entity (an “SPE”) that is, except as otherwise provided in subsection (e) below, a corporation (a “Corporate SPE”) whose articles of incorporation: (1) limit the activities of the Corporate SPE to acting as the Managing Member of the Company; (2) contain separateness covenants and limitations on activities substantially similar to those set forth in Section 5.2(c); (3) require that one member of its board of directors be an Independent Director; and (4) require the affirmative vote of the Independent Director to approve, with respect to the Corporate SPE or the Company, any Bankruptcy, sale of substantially all of the assets, merger or consolidation, change of accountants, or adoption or change of significant tax or accounting principle. The “Independent Director” shall at all times be a Person who at the time of such appointment, at any time during the preceding five (5) years, or at any time thereafter while serving as the Independent Director is not (i) other than serving as an Independent Director or director of the Managing Member, a director, officer, or employee of any Member or any Affiliate thereof, or of any creditor, customer or supplier thereof that, in the case of a customer, accounted for more than a de minimis amount (not to exceed 5%) of such Member’s or Affiliate’s gross revenues or, in the case of a creditor or supplier, received more than a de minimis amount (not to exceed 5% of its gross revenues from payments for goods and services sold to such Member or Affiliate, (ii) the direct or indirect legal or beneficial owner of more than a de minimis amount (not to exceed 5% of ownership interests in any Member or any Affiliate thereof, or (iii) any member of the immediate family of a Person described in clause (i) or (ii). For purposes of this Agreement, any action that requires the affirmative written consent of the Independent Director shall refer also to the consent of the Corporate SPE or the LLC SPE, as appropriate, with the affirmative written consent of the Independent Director. To the fullest extent permitted by applicable law, the Independent Director shall consider only the interests of the Company, including, whether or not the Company is insolvent, its respective creditors, in acting or otherwise voting on the matters referred to in Section 5.3(a).

        (b)    The Managing Member covenants that, unless the Required Class A Limited Members have consented to it no longer being an SPE, its governing documents will provide that the Independent Director shall have no duties or functions except as expressly provided in this Agreement or pursuant to the certificate of incorporation of the Managing Member. In the event that the Managing Member or any other Member approves of any action set forth in Section 5.3(a), or any other action described in this Agreement, expressly requiring the consent or approval of the Independent Director, it shall be a condition precedent to the taking of any such action that the Independent Director approves such action. Unless any such proposed action is duly approved by the Independent Director, the approval by the Managing Member or any other Member of such action shall have no force or effect and the Company and such Members shall be prohibited from taking any action to implement, or give effect to, such action. In the event that any such proposed action is adopted by the Company or such Members, but is not approved by the Independent Director as provided herein, and the Managing Member or any other Member or the Company takes any action to implement, or give effect to, such action, the Independent Director shall have full power and authority to enforce the provisions of this Agreement prohibiting the Company from implementing, or giving effect to, such action;