General Mills (GIS)

        9.3     Tax Matters.

        (a)    The Managing Member is specifically authorized to act as the “Tax Matters Member” under the Code and in any similar capacity under state or local law. The Tax Matters Member shall have the authority without any further consent of the Members being required (except as specifically required herein, and provided that reasonable notice is provided to Members) to make any and all elections for federal, state, local, and foreign tax purposes including any election, if permitted by applicable law: (i) provided for in Code Section 6231(a)(1)(B)(ii); (ii) to adjust the basis of the Company’s assets pursuant to Code Sections 754, 734(b), and 743(b), or comparable provisions of state, local, or foreign law, in connection with Transfers of Interests and Company distributions; (iii) to extend the statute of limitations for assessment of tax deficiencies against the Members with respect to adjustments to the Company’s federal, state, local, or foreign tax returns; (iv) to determine the appropriate forum in which any potential tax controversy shall be litigated; and (v) to the extent provided in Code Sections 6221 through 6231 and similar provisions of federal, state, local, or foreign law, to represent the Company and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company or the Members in their capacities as Members and to file any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of the Company and the Members. The Company has made a valid election under Code Section 754 and such election has not been and will not be revoked.