5  Authority Default in Payment

If the Authority:

(a)  fails to make a payment to the Service Provider in accordance with paragraph 4; or

(b)  breaches clause 69.1 (Restriction on Transfer of the Agreement by the Authority) of this Agreement,

the Service Provider may issue a notice to the Authority declaring any unpaid and outstanding element of (as applicable) the Adjusted Estimated Fair Value of this Agreement or the Base Senior Debt Termination Amount or the Revised Senior Debt Termination Amount (as relevant) element of the Termination Sum together with any accrued but unpaid interest to be immediately due and payable.