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refrain from instituting, prosecuting, maintaining, financing, proceeding on,
<br />participating in, encouraging, supporting, or advising or recommending to be
<br />commenced or prosecuted, any lawsuit, action or proceeding (judicial, arbitral, or
<br />administrative) which arises out of, or is or may be, in whole or in part, based
<br />upon, connected with or related to any Released Claims (as hereinafter defined)
<br />set forth in Section 9. The Parties acknowledge and agree that this Agreement is a
<br />complete defense to any lawsuit, action or proceeding which may be instituted by
<br />or on behalf of Petitioner FOL or Debra McEwen at any time and in which any
<br />Released Claims are or may be asserted. Debra McEwen and Petitioner FOL
<br />agrees that each of them, and their agents, attorneys, officers, and members, shall
<br />not directly or indirectly challenge, impede, or contest, by or in connection with,
<br />participating in, encouraging, supporting, or advising or recommending to be
<br />commenced or prosecuted any lawsuit, action or proceeding (judicial, arbitral, or
<br />administrative) relating to the approval, entitlement, implementation,
<br />construction, or funding of the Revised Station District Project, or any activities
<br />of the City or Agency related to carrying out the Revised Station District Project;
<br />and they shall not urge other persons to do so, or cooperate in any such efforts by
<br />other persons.
<br />2. Covenant Not to Sue on the Potential Park Site. Petitioner FOL and Debra McEwen
<br />agree that the City and Agency may demolish Properties Nos. 9, 10 and 11 for park/open
<br />space uses and that the City or the Agency may acquire other properties located on the
<br />Potential Park Site identified on Exhibit "A" for park/open space uses. Petitioner FOL
<br />and each of its members and Debra McEwen covenant and agree that they shall forever
<br />refrain from instituting, prosecuting, maintaining, financing, proceeding on, participating
<br />in, encouraging, supporting, or advising or recommending to be commenced or
<br />prosecuted, any lawsuit, action or proceeding (judicial, arbitral, or administrative) which
<br />arises out of, or is or may be, in whole or in part, based upon, connected with or related to
<br />future demolition of structures or acquisition of property on the Potential Park Site for
<br />park/open space uses. Petitioner FOL and each of its members and Debra McEwen shall
<br />not, directly or indirectly, (i) commence any new litigation or any other judicial
<br />proceeding of any kind, nature or description against the City, the Agency or any other
<br />Party in any way relating to the use of the Potential Park Site for park/open space uses, or
<br />(ii) assert any claim, argument, appeal, demand, request or statement in opposition to any
<br />demolition or acquisition of property on the Potential Park Site in connection with any
<br />administrative or legislative proceeding held with respect to the use of the Potential Park
<br />Site for park/open space uses, or (iii) cooperate in any efforts to do any of the foregoing.
<br />Without limiting the generality of the foregoing, Petitioner FOL shall not prepare or
<br />submit any oral or written communication or appear at any public hearing in opposition
<br />to any demolition or acquisition of property on the Potential Park Site for park/open
<br />space uses, or any discretionary or ministerial governmental approval pertaining to any
<br />demolition or acquisition of property on the Potential Park Site for park/open space uses.
<br />3. Availability of 611 North Minter Court for Sale.
<br />3.1. Immediately following the Effective Date of this Agreement, the Agency will act
<br />with all reasonable expediency to offer the apartment court building located at
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