(a) If, within 2 Business Days of an Issue being notified to a Party under clause 4.1(b), it has not been resolved by the Parties, then the Issue will be referred to the Representatives.
(b) The Representatives will attempt to resolve the Issue (including by reducing the resolution to writing signed by both Representatives) within 5 Business Days of the Issue being referred to the Representatives. The Issue will not be taken to have been resolved by the Representatives until the resolution has been reduced to writing signed by both Representatives and will not be binding on the Parties until so reduced to writing and signed.
(c) If the Representatives fail to resolve the Issue in accordance with clause 4.2(a), the Project Owner may, at any time, in its absolute discretion and with immediate effect, terminate this Agreement by giving the Proponent a written notice of termination and clause 16.1 will apply.