GOLD COAST BAKING COMPANY & CALIFORNIA INFRASTRUCTURE

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Section 8. Initial Testing Date For purpose of this Compliance Agreement, the parties hereto agree that the Initial Testing Date is the Primary Initial Testing Date. Section 9. Compliance Standards and Correction ]Period. (a) The Qualified Empowerment Zone and the Owner are deemed to comply with the Empowerment Zone Business Restrictions, the Qualified Zone Property Restrictions and the Qualified Empowerment Zone Additional Restrictions only if (i)the Qualified Empowerment Zone and the Owner in good faith attempt to meet such restrictions throughout the periods of compliance described in Section 3 and (ii) any failure to meet such requirements is corrected within the Correction Period. (b) In order to satisfy the good faith requirement, as described in paragraph (a) above; the Owner must annually demonstrate to the Qualified Empowerment Zone (or any Compliance Agent) the Owner's monitoring of compliance with such restrictions as described in Sections 4 through 7 of this Compliance Agreement. (c) Compliance with any of the restrictions in Sections 4 through 7 of this Compliance Agreement may be measured on an average basis, taking into account up to four immediately preceding taxable years plus the current taxable year. The earliest taxable year that may be taken into account is the taxable year that includes the Initial Testing Date. A taxable year is disregarded if the part of the taxable year that falls in a required Compliance Period does not exceed 94 days. Section 10. Failure to Comply With Restrictions. Failure of the Owner to comply (or to be deemed to comply under Section 9 of this Compliance Agreement) with. the Empowerment Zone Business Restrictions, the Qualified Zone Property Restrictions, the Prohibited Activities Restrictions or the Issuer or Qualified Empowerment Zone Additional Restrictions shall: (a) require that the Qualified Empowerment Zone undertake any of the Remedial Actions, including, if necessary, requesting the Issuer to redeem or defease the Bonds; and (b) result in a disallowance of a deduction by the Owner (or any Principal User) fox interest on the Bonds during the period beginning on the first day of the calendar year which includes the date on which substantially all of the Project (i) ceases to be used in the Qualified Empowerment Zone or (ii) the Principal User of the Project ceases to be an Empowerment Zone Business. Subparagraphs (a) and (b) shall not apply solely by reason of the termination or revocation of the designation of the Qualified Empowerment Zone or to any cessation of the Principal User resulting from bankruptcy. Section 11. Transfer Restrictions; Term of Compliance Agreement. (a) The Owner covenants and agrees that the Owner will cause or require as a condition precedent to any Transfer of the Project prior to the termination of this Compliance Agreement that the transferee of the Project pursuant to the Transfer enter into an Assumption Compliance Agreement. The Owner (and any subsequent transferee) shall deliver an 06-4514.05 8