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201106937 any loss, complete or partial, or intemaption in the use, occupancy or operation of the Project, or anything which for any reason interferes with, prevents or renders burdensome the use of the Project or the compliance by the City with the terms of the Existing Lease Purchase Agreement as amended by this T'hird Addendum. In furtherance of the foregoing, but without limiting any of the other provisions of the Existing Lease Purchase Agreement as amended by this Third Addendum, the obligations to make the Payments shall be absolute and unconditional and the City shall not be entitled to any abatement, diminution, setoff, abrogation, waiver or modification of the Payments nor to any termination of the Existing Lease Purchase Agreement as amended by this Third Addendum by any reason whatsoever and regardless of any rights of setoff,� recoupment or counterclaixn that the City might otherwise have against the Trustee, Heartland or any owner of any of the Refunding Bonds or any other party or parties and regardless of any contingency, act of God, event or cause whatsoever and notwithstanding any circumstance or occurrence that may arise or take place, including, without limiting the generality of the foregoing, the following: 1) any damage to or destruction of any part or all of the Project or any other properties owned or operated by the City or Heartland; 2) the taking of any part or a11 of the Project or any other properties owned or operated by the City by any public authority or agency in the exercise of the power of eminent domain or otherwise; 3) any assignment, novation, merger, consolidation, transfer of assets, leasing or other similar transaction of or affecting the City or the Heartland or the Trustee; 4) any failure of the Heartland to perform or observe any agreement or covenant, whether express or implied, or any duty, liability or obligation, arising out of or in connection with the E�sting Lease Purchase Agreement as amended by this Third Addendum, the Management Contract or the Indenture or the failure by the Trustee to perform or observe any agreement or covenant, whether express or implied, or any duty, liability or obligation, arising out of or in connection with the E�sting Lease Purchase Agreement as amended by this Third Addendum; 5) any change or delay in the time of availability of the Project or any part thereof or delays in the construction or acquisition with respect to the Project; 6) the failure to complete or to maintain satisfactory progress in the acquisition, construction, installation and equipping of the Project, or any part thereof or improvement thereto for any cause or reason; 7) the enforcement by the Trustee or the Heartland of any remedy available under the Existing Lease Purchase Agreement as amended by this Third Addendum; 7