DFA Offset Amount; Set-off Sample Clauses

DFA Offset Amount; Set-off. (a) Developer hereby agrees and acknowledges that: (i) on each Payment Date, the Authority may set off and apply the DFA Offset Amount accrued under this Agreement, in whole or in part, during any period, against any and all of the amounts payable to Developer (or any permitted assignee thereof) under Sections 1.04 and 1.05 of this Exhibit 23 (Developer Financing Arrangements) in accordance with Section 14.3.2 of the Agreement; (ii) if the aggregate amount of a payment made by the Authority of principal of and interest on the DFA Loan is less than the aggregate amount of principal and interest due on the applicable Payment Date, as reflected on the Loan Amortization Schedule; provided, that the amount due but not paid by the Authority is equal to the then outstanding DFA Offset Amount, or a portion thereof, (A) the Authority’s payment shall be deemed to have paid in full the principal and interest due on such Payment Date, as reflected on the Loan Amortization Schedule, and (B) the Authority’s and Developer’s respective entries in the records maintained pursuant to Section 1.06 of this Exhibit 23 (Developer Financing Arrangements) shall reflect such payment in full; and (iii) the rights of the Authority under this Section 1.09(a) are in addition to the other rights and remedies the Authority may have with respect to any DFA Offset Amount under the Agreement. (b) Any disputes between Developer and the Authority regarding the DFA Offset Amount, including any set-off and application thereof pursuant to Section 1.09(a) of this Exhibit 23 (Developer Financing Arrangements), shall be resolved in accordance with Section 14.4 (Disputed Amounts) of the Agreement.