STIPULATED JUDGMENT

DALE S. FISCHER, District Judge.

WHEREAS, U.S. Bank N.A. As Successor Trustee For Bank Of America As Trustee For Thornburg Mortgage Securities Trust 2007-3 ("USB") and Ocean Towers Housing Corporation ("OTHC") entered into a Settlement Agreement and Release ("Agreement") dated January 29, 2020 for the purpose of resolving by compromise settlement all claims, liabilities, and disputes between them relating to the real property 201 Ocean Avenue, Unit 1509-P, Santa Monica, California ("Unit 1509-P");

WHEREAS, the Agreement provides that a monetary judgment will be entered in favor of USB against OTHC in the total sum of One Million Seven Hundred Thousand Dollars (U.S. $1,700,000);

WHEREAS, USB shall not have the right, and shall not attempt or take any action, to enforce or execute on the Stipulated Judgment against OTHC unless and until (a) OTHC is adjudicated as the prevailing party on its claim for rescission relating to Unit 1509-P in the case Ocean Towers Housing Corporation v. Seif Ascar, as the Trustee of the Windsor Property Trust, et al., Case No. 19SMCV00918 (Superior Court of California, County of Los Angeles) and OTHC fails to make the requisite settlement payment of $1,700,000 to USB within 90 days of entry of judgment in favor of OTHC on its claim for rescission or (b) OTHC materially breaches the Agreement;

WHEREAS, if the condition precedent to OTHC's obligation to make the settlement payment in the Agreement does not occur, the Stipulated Judgment is void, unenforceable and of no force or effect; and,

WHEREAS, the parties, by their respective counsel, hereby consent to entry of this Stipulated Judgment, which shall constitute a final judgment in this matter.

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that a monetary judgment is hereby entered in favor of USB against OTHC in the total sum of One Million Seven Hundred Thousand Dollars (U.S. $1,700,000).

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that USB shall not have the right, and shall not attempt or take any action, to enforce or execute on the Stipulated Judgment against OTHC unless and until (a) OTHC is adjudicated as the prevailing party on its claim for rescission relating to Unit 1509-P in the case Ocean Towers Housing Corporation v. Seif Ascar, as the Trustee of the Windsor Property Trust, et al., Case No. 19SMCV00918 (Superior Court of California, County of Los Angeles) and OTHC fails to make the requisite a settlement payment of $1,700,000 to USB within 90 days of entry of judgment in favor of OTHC on its claims for rescission or (b) OTHC materially breaches the Agreement.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that if the condition precedent to OTHC's obligation to make the settlement payment in the Agreement does not occur, the Stipulated Judgment is void, unenforceable and of no force or effect.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that each party hereby agrees to bear its own costs and attorneys' fees incurred in connection with this action.