TDF's Consultant means Merritt & Harris, Inc., or such other Person or architectural or engineering consultant as may be designated and engaged by TDF, at the Company's expense, to examine the Budget and the Plans, any changes thereto, and cost breakdowns and estimates with respect to the Project (including, without limitation, all cost breakdowns and estimates set forth in any Request for Disbursement and all accompanying certifications), to make periodic inspections of the progress of the Construction of the Improvements on behalf of TDF, to advise and render reports to TDF concerning the foregoing and to otherwise consult with TDF with respect to the Project.
Each Prime Contract shall be with a Prime Contractor approved for such work by TDF's Consultant.
If TDF and TDF's Consultant do not approve or provide comments to such proposed changes or proposed additions to the Plans for any Phase of the Project within ten (10) Business Days after actual receipt of such proposed changes or proposed additions to the Plans by TDF's Consultant (and receipt by TDF of a copy of the transmittal letter to the TDF's Consultant), then such proposed changes or proposed additions to the Plans shall be deemed to have been approved by TDF.
The final Disbursement of the proceeds of the Loan shall be conditioned on, in addition to those items listed in this Agreement, TDF's receipt, prior to authorizing or directing the Trustee to make such Disbursement, of written assurance satisfactory to TDF from TDF's Consultant to the effect that Construction of the Improvements has been completed, and any necessary utilities have been finished and made available for use, in accordance with the Plans.
TDF's Consultant shall have approved the Plans for the Phase of the Project for which the Company has submitted a Request for Disbursement.
The Company will, upon demand of TDF or TDF's Consultant, promptly correct any structural defect in the Improvements or any material departure from the Plans not approved by TDF and TDF's Consultant, to the extent any such approval is required pursuant to Section 7.16 hereof, it being agreed that the making of any Disbursement shall not constitute a waiver of TDF's right to require compliance with this covenant with respect to any such defects or departures from the Plans.