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<br />( <br /> <br />c_ <br /> <br />- <br /> <br />- <br /> <br />EXHIBIT C <br /> <br />CERTIFICATE OF ADVANCE <br /> <br />- <br /> <br />This Certificate is issued under that certain Development Agreement (the "Development <br />Agreement") by and between the La Porte Redevelopment Authority (the "Authority"), <br />Reinvestment Zone Number One, City of La Porte (the "Zone"), and Retreat at Bay Forest LP <br />("Developer") dated , 2007. Capitalized terms used in this Certificate shall <br />have the meaning provided for in the Development Agreement. <br /> <br />- <br /> <br />- <br /> <br />This Certificate evidences a Developer Advance under the Development Agreement in <br />the amount of $ for the [describe the project category and nature of work <br />completed]. <br /> <br />- <br /> <br />Interest on the Developer Advance evidenced by this Certificate shall accrue at the prime <br />rate of JPMorgan Chase Bank as described in the Development Agreement for the period <br />described in 6.1 (B) of the Development Agreement and shall be payable in accordance with the <br />Development Agreement. <br /> <br />- <br /> <br />- <br /> <br />By Developer's execution of this Certificate, Developer represents that it has made the <br />expenditures and completed the work described in this Certificate. Copies of the relevant <br />invoices and other appropriate documentation are attached to this Certificate. <br /> <br />- <br /> <br />By the Authority's execution of this Certificate, the Authority indicates its approval of <br />the expenditures and work described in this Certificate and its approval of the matters set forth in <br />this Certificate and recognizes its obligation to repay such Developer Advance together with <br />interest pursuant to the Development Agreement. <br /> <br />- <br /> <br />- <br /> <br />- <br /> <br />- <br /> <br />.... <br /> <br />C-l <br /> <br />HOU:2322718.7 <br />