Construction Loan Agreement

Exhibit 10.108 Construction Loan Agreement ME, NH, MA, RI, CT, NJ 11390 1/92


CONSTRUCTION LOAN AGREEMENT


THIS AGREEMENT, made is on March 10, 1997, by and between Pocono Village Farms, L.P., a Delaware Limited Partnership at 10 Alvin Court, East Brunswick, NJ 08816 (called collectively "Borrower,") and First Pioneer Farm Credit, ACA, a corporation organized under and pursuant to the laws of the United States of America with its office at 9 County Road 618, Lebanon, NJ 08833 (called "Lender.")


1. CONSTRUCTION LOAN. Lender has agreed to lend, and Borrower has agreed to borrow, the sum of $297,500.00 (called the "construction loan") to be used in the erection, construction and completion of the improvements, described below, on a certain parcel of land in the Township of Mount Carmel, County of Northumberland, State of Pennsylvania, described in a deed from ________________________ to ________________________ dated _____, and recorded in the ________________________ Registry of Deeds at _______________________ , in Book at Page ___________ [Attachment "A"] (called the "Premises.") This loan is subject to the terms of this Construction Loan Agreement as well as a promissory note (the "Note") and secured by a mortgage on the Premises (the "Mortgage") in the amount of $2,200,000.00, both bearing even date herewith, and any other legal Loan Documents governing the consruction loan.


2. DISBURSEMENTS SCHEDULE. The construction loan purpose is to pay the construction costs in connection with erecting and completing on the Premises the following (called the "improvements"):


The amount of the construction loan may be advanced in installments, made at Lender's sole discretion, according to the satisfactory completion of work as follows:


o Purchase and install boilers and CO2 systems ........... $


o Upon arrival of materials .............................. $ 210,000.00


o Upon completion of boiler room #1 ...................... $ 50,000.00


o ......................................................... $ 37,500.00


o ......................................................... $


o ......................................................... $


============= TOTAL ..................................................... $ 297,500.00


3. COMPLETION DATE. Construction work shall begin [immediately] [by ______________]. The improvements must be fully completed by 12/1/97. At its sole option, Lender may extend the time for completing construction work, but Lender shall have no obligation to do so.


4. QUALITY. All construction work shall be done according to the building plans and specifications submitted to Lender. All work shall be performed in a good, first-class, workman-like manner to the satisfaction of Lender, and in compliance with all applicable building codes, zoning and other legal and trade standards and requirements. Materials and fixtures shall be of a quality satisfactory to Lender, or as specified in building plans or specifications.


5. ADVANCES. All advances are at Lender's sole discretion and may be made only upon the certified completion of work required for each particular installment or the favorable report of Lender's representative.


Lender's sole discretion shall determine whether the quality and progress of construction work is sufficient to entitle Borrower to request the next advance. Lender shall have the right to require, at Borrower's expense, the approval of any or all phases of the construction work by an engineer, architect or other qualified professional acceptable to Lender. Lender's advance of funds does not constitute acceptance or approval of any work performed or materials used, and advances in the future may be denied for unsatisfactory work existing when a previous advance was made.


Borrower shall request advances hereunder using such forms, procedures and certifications, and taking such other action as Lender shall require in its sole discretion from time to time. Lender is entitled to at least three days prior notice of any request for an


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advance. In its sole discretion, Lender may advance the whole or any part of any advance before it becomes due. Lender may advance the whole or any part of any advance before it becomes due. Lender may advance to Borrower or directly to the contractor, with notice to Borrower, at Lender's discretion. Lender shall have no liability for any delay in advancing funds or determining the acceptability of work performed.


6. ADVANCE MAY BE WITHHELD. Lender, in its discretion, may refuse to make an advance if:


A. All work done at the construction site when the advance is requested
is not satisfactory to Lender; or if all materials and fixtures
usually finished and installed by that time are not actually finished
and installed; or if Lender has not had reasonable opportunity to
inspect the work completed or obtain other evidence required to
determine satisfactory completion.


B. There is any lien or encumbrance upon the Premises, other than the
Mortgage, or Lender has received notice of any other mortgage, lien or
encumbrance, unless such lien is authorized herein.


Before any advance is made, Lender may c ...