(i) the cost of the work required to achieve Final Acceptance; and

(ii) the Savings to Project Co if it was not required to complete any or all of the work required to be undertaken to achieve Final Acceptance,

and the State may:

(iii) direct the Independent Reviewer to issue a Certificate of Final Acceptance in accordance with clause 25.1(f), notwithstanding the work remaining to be undertaken to achieve Final Acceptance has not been completed, in which case the Independent Reviewer must comply with such direction; or

(iv) continue to require Project Co to achieve Final Acceptance and retain from any amount due and payable to Project Co by the State, up to 120% of the amount determined by the Independent Reviewer under clause 25.2(a)(i) until the Date of Final Acceptance, at which time, subject to clause 25.2(c), the State must return any such amount to Project Co.

(b) (Payment to State): Without limiting the State's rights under clause 27.6, if, at any time, the State makes an election under clause 25.2(a)(iii), Project Co must pay the State (as a debt due and payable to the State) the greater of:

(i) the costs to complete the work required to be undertaken to achieve Final Acceptance; and

(ii) the Savings to Project Co if it was not required to complete the work required to be undertaken to achieve Final Acceptance,

as determined by the Independent Reviewer in accordance with clause 25.2(a).

(c) (Set-off right): The State must set-off any debt due and payable by Project Co under clause 25.2(b) or clause 27.6(c)(iii) against any amount retained under clause 25.2(a)(iv) before the State exercises its rights to set-off such amount under clause 34.7.

(d) (No trust): The State:

(i) is not obliged to pay Project Co interest on any amount retained under clause 25.2(a)(iv);

(ii) does not hold any amount retained under clause 25.2(a)(iv) on trust; and

(iii) if Final Acceptance is not achieved before this Deed is terminated, will be absolutely entitled to any amount retained under clause 25.2(a)(iv), subject to paying any Termination Payment payable to Project Co.