21.  Set-off

The Augmentation Process Deed must provide that the State may deduct from any amount due and payable by the State to a Proponent under the Augmentation Process Deed:

(a)  any amount due and payable by the Proponent or any Proponent Group Member to the State; and

(b)  the amount of any Claim that the State may have against the Proponent or any Proponent Group Member