(a) If the Proponent has not satisfied the requirements under clause 12.1(a):
(1) the Project Owner will notify the Proponent of that fact as soon as practicable;
(2) the Project Owner is entitled to terminate this Agreement; and
(3) the Proponent will have no entitlement to payment under this Agreement.
For the avoidance of doubt, if the Proponent considers that it has satisfied the requirements under clause 12.1(a) and the Project Owner does not agree, this is an Issue to be resolved under clause 4.
(b) If the Proponent commits a Default which causes the Project Owner to terminate this Agreement, then:
(1) the Proponent is not entitled to any payment under this Agreement; and
(2) the Proponent must reimburse the Project Owner, on demand, all payments (if any) previously made by the Project Owner to the Proponent under this Agreement.