EXHIBIT 10.7


 





ASSIGNMENT OF AGREEMENTS,

PERMITS AND CONTRACTS


 


 


THIS ASSIGNMENT OF AGREEMENTS,
PERMITS AND CONTRACTS (“Assignment”) is made as of the 5th day April, 2012, by DT STONE RIDGE, LLC,
a South Carolina limited liability company, having its principal place of business at 11132 Ventura Boulevard, Suite 415, Studio
City, California 91604 (“Borrower”), to PRIP STONE RIDGE, LLC, a Delaware limited liability company, having
an address, c/o Paladin Realty Partners, LLC, at 10880 Wilshire Boulevard, Suite 1400, Los Angeles, California 90024 (“Lender”).


 


RECITALS:


 


A.Borrower
by its promissory note of even date herewith given to Lender (the note together with all extensions, renewals, modifications, substitutions
and amendments thereof shall collectively be referred to as the “Note”) is indebted to Lender in the principal sum
of $3,500,000 in lawful money of the United States of America, with interest from the date thereof at the rates set forth in the
Note (the indebtedness evidenced by the Note, together with such interest accrued thereon, shall collectively be referred to as
the “Loan”), principal and interest to be payable in accordance with the terms and conditions provided in the Note.


 


B.The
Loan is secured by, among other things, the Security Instrument (as defined in the Note), which grants Lender a first lien on the
property encumbered thereby (the “Property”).


 


C.Lender
was unwilling to make the Loan to Borrower unless Borrower in the manner hereinafter set forth assigned to Lender as additional
security for the payment of the Loan and the observance and performance by Borrower of the terms, covenants and conditions of the
Note, the Security Instrument and the other Loan Documents (as defined in the Note) on the part of Borrower to be observed and
performed, all of Borrower’s right, title and interest in and to all permits, license agreements, operating contracts, licenses
(including liquor licenses, to the extent assignable by Borrower), franchise agreements and all management, service, supply and
maintenance contracts and agreements, and any other agreements, permits or contracts of any nature whatsoever now or hereafter
obtained or entered into by Borrower with respect to the ownership, operation, maintenance and administration of the Property (collectively,
the “Agreements”).


 


AGREEMENT:


 


For good and valuable consideration the parties hereto
agree as follows:


 


1.Assignment
of the Agreements. As additional collateral security for the Loan and the observance and performance by Borrower of the terms,
covenants and conditions of the Note, the Security Instrument and the other Loan Documents on the part of Borrower to be observed
or performed, Borrower hereby transfers, sets over and assigns to Lender all of Borrower’s right, title and interest in and
to the Agreements.


 


2.Borrower’s
Covenants. Borrower hereby covenants to Lender that during the term of this Assignment: (a) Borrower shall fulfill and perform
each and every term, covenant and provision of the Agreements to be fulfilled or performed by Borrower thereunder, if any, (b)
Borrower shall, in the manner provided for in this Assignment, give prompt notice to Lender of any notice received by Borrower
under any of the Agreements, together with a complete copy of any such notice, (c) Borrower shall enforce, short of termination
thereof, the performance and observance of each and every term, covenant and provision of the Agreements to be performed or observed,
if any, and (d) Borrower shall not terminate or amend any of the terms or provisions of any of the Agreements, except as may be
permitted pursuant to the terms of the Agreements and done in the ordinary course of business, without the prior written consent
of Lender, which consent may be withheld by Lender in Lender’s sole discretion. In the event Borrower has terminated an Agreement,
Borrower agrees to enter into another Agreement containing terms and conditions no less favorable to Borrower than the terminated
Agreement. Borrower shall notify Lender in the event Borrower does not replace the terminated Agreement.


 


 






    	



    	 



    
 


 


 


3.Governing
Law. This Assignment shall be deemed to be governed, construed, applied and enforced in accordance with the laws of the state
in which the Property is located and the applicable laws of the United States of America.


 


4.Notices.
All notices or other written communications hereunder shall be deemed to have been properly given if given in the same manner provided
for the delivery of notices and other written communications in the Security Instrument.


 


5.No
Oral Change. This Assignment, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged
or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed
by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.


 


6.Liability.
If Borrower consists of more than one person, the obligations and liabilities of each such person hereunder shall be joint and
several. This Assignment shall be binding upon and inure to the benefit of Borrower and Lender’, and their respective
successors and assigns forever.


 


7.Inapplicable
Provisions. If any term, covenant or condition of this Assignment is held to be invalid, illegal or unenforceable in any respect,
this Assignment shall be construed without such provision.


 


8.Headings,
etc. The headings and captions of various paragraphs of this Assignment are for convenience of reference only and are not to
be construed as defining or limiting, in any way, the scope or intent of the provisions hereof


 


9.Duplicate
Originals; Counterparts. This Assignment may be executed in any number of duplicate originals and each duplicate original shall
be deemed to be an original. This Assignment may be executed in several counterparts, each of which counterparts shall be deemed
an original instrument and all of which together shall constitute a single Assignment.


 


10.Number
and Gender. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine
or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.


 






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11.Exculpation.
Borrower’s obligations under this Assignment are subject to the provisions of Article 13 of the Security Instrument.


 


12.Miscellaneous.
Wherever pursuant to this Assignment (i) Lender exercises any right given to it to approve or disapprove, (ii) any arrangement
or term is to be satisfactory to Lender, or (iii) any other decision or determination is to be made by Lender, the decision of
Lender to approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and all other decisions
and determinations made by Lender, shall be in the sole and absolute discretion of Lender and shall be final and conclusive, except
as may be otherwise expressly and specifically provided herein.


 






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IN WITNESS WHEREOF the
undersigned have executed this Assignment as of the date and year first written above.


 


DT STONE RIDGE, LLC,


a South Carolina limited liability company


 


By:DT Columbia SC Management, LLC,


a Delaware limited liability company


Its Operating Member


 


By:_________________________


Name:_________________________


Its:_________________________


 


 






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