GOLD COAST BAKING COMPANY & CALIFORNIA INFRASTRUCTURE

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(m) The weighted average maturity of the Bonds (11.964 years) is not greater than 120% of the expected weighted average useful life of the Project (12 years as shown on Exhibit F). In the event of the issuance of any tax-exempt obligations to refund the Bonds, (i) the weighted average maturity shall be measured using the actual weighted average maturity of the combined Bonds and the refunding issue and (ii) the Owner's expected weighted average useful life of the Project shown on Exhibit F. Section 3. Term of Compliance Agreement. The term of this Compliance Agreement shall be from its dated date through the date that is the latest date defined by the following restrictions: (a) Empowerment Zone Business Restrictions. The Empowerment Zone $usiness Restrictions set forth in Section 4 of this Compliance Agreement will remain in effect throughout the Compliance Period. (b) Qualified Zone Property Restrictions. The Qualified Zone Property Restrictions set forth in Section 5 of this Compliance Agreement will remain in effect throughout the Compliance Period. (c) Prohibited Activities Restrictions, The Prohibited Activities Restrictions set forth in Section 6 of this Compliance Agreement will remain in effect throughout the Bond Term. (d) Intentionally Omitted. (e) Refunding Bonds. In the event that tax-exempt obligations are issued to refund the Bonds, the term of this Compliance Agreement shall be increased to take into account any extension of the weighted average maturity or bond term of the refunding issue compared to the remaining weighted average maturity or Bond Term. (f) Miscellaneous. Notwithstanding the provisions of (a), (b), (c) and (.e) of this Section, this Compliance Agreement and all other restrictions hereunder shall terminate in the event of delivery to the Issuer, the Qualified Empowerment Zone and the Owner of an opinion of Bond Counsel acceptable to the Issuer and the Qualified Empowerment Zone to the effect that continued compliance with any Section of this Compliance Agreement is not required in order for interest on the Bonds to remain excludable from the gross income of the Bondholders for purposes of federal income taxation. Section 4. Empowerment Zone Business Restrictions. The Owner represents, warrants and covenants, in addition to the covenants contained in Section 2.02 of the Loan Agreement, that: (a) The Owner shall certify to its status as an Empowerment Zone Business as of the Initial Testing Date. The Owner shall: (i) on the Initial Testing Date deliver to the Qualified Empowerment Zone (or any Compliance Agent) an Empowerment Zone Business Certification in the form set forth in Exhibit A hereto; (ii) maintain on a continuous basis its status as an Empowerment Zone Business throughout the Compliance Period; and (iii) recertify and deliver to the Qualified Empowerment Zone (or any Compliance Agent) an updated Empowerment Zone Business Certification as of each Annual Reporting Date. 06-4514.05 6