Exhibit 10.9


 


When Recorded Return to:


 


Matthew E. Vaughan, Esquire


Troutman Sanders LLP


1001 Haxall Point


Richmond, Virginia
23219


 


Property Name: Fountains at Stonecrest


 


 


ASSUMPTION
AGREEMENT


(FOR USE
WITH LOAN AGREEMENT FORMS)


 


(Revised
7-17-2014)


 


 


THIS
ASSUMPTION AGREEMENT ("Assumption Agreement") is entered into effective as of the 27th day of November, 2018, by and
among PBH STONE CREST, LLC, a Delaware limited liability company ("Original Borrower"), LVP BH WESTMONT LLC, a Delaware
limited liability company ("New Borrower"), and U.S. BANK NATIONAL ASSOCIATION, TRUSTEE FOR THE REGISTERED HOLDERS OF
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., MULTIFAMILY MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2016-K54 ("Lender").


 


RECITALS


 


		A.	Original Borrower obtained
a mortgage loan ("Loan")
from Berkadia Commercial Mortgage LLC, a Delaware limited liability company ("Original Lender"), which Loan is secured
by certain Land and Improvements ("Property"), located in Westmont (DuPage County),
 Illinois.  The
Land is more particularly described in Exhibit A, attached to this Assumption Agreement.



 


		B.	Original Borrower executed a promissory note evidencing the Loan, dated January
14, 2016, in the original principal amount of $37,600,000.00, payable to Original Lender ("Note"), and a Multifamily
Loan and Security Agreement ("Loan Agreement") further setting forth the terms of the Loan.



 


		C.	To secure repayment of the Loan, Original Borrower
executed and delivered to Original Lender a Multifamily Mortgage, Assignment of Rents and Assignment Agreement ("Security
Instrument") of even date with the Note, which is recorded in the land records of DuPage County, Illinois ("Land Records")
as Instrument No. R2016-005007. The term "Original  Loan
Documents" means the Note, the Security Instrument, the Loan Agreement,
 all guaranties, all indemnity agreements, all collateral agreements,  UCC
filings, or any other documents now or in the future executed
by Original Borrower or New Borrower, any guarantor or any other Person in connection
with the Loan evidenced by the Note, as such documents may be amended from time to time.



 


		D.	Original Lender endorsed the Note to the order of Federal Home Loan Mortgage
Corporation ("Freddie Mac"), assigned the Loan Agreement and other Original Loan Documents to Freddie Mac, and by instrument
dated January 14, 2016 filed for record on January 15, 2016 in the Land Records as Instrument No. R2016-005008 sold, assigned,
and transferred all right, title, and interest of Original Lender in and to the Security Instrument



 






     


     


    

 


and the other Original Loan Documents
to Freddie Mac.  Subsequently, Freddie Mac endorsed the
Note to the order of Lender, assigned the Loan Agreement and other Original Loan Documents to Lender, and by instrument dated
April 20, 2016 filed for record on April 25, 2016 in the Land Records as Instrument No. R2016-039314 sold, assigned, and transferred
all right, title, and interest of Freddie Mac in and to the Security Instrument and the other Original Loan Documents to Lender.
Lender is now the owner and holder of the Note.


 


		E.	Original Borrower has transferred or has agreed to transfer all of its right,
title, and interest in and to the Mortgaged Property to New Borrower and New Borrower has agreed to assume all of Original Borrower's
rights, obligations, and liabilities created or arising under certain of the Original Loan Documents, including the Security Instrument,
with certain modifications, if any to the Security Instrument, as set forth in Exhibit B to this Assumption Agreement ("Assumption").



 


		F.	Capitalized terms not defined in this Assumption Agreement will have the meanings
given to them in the Security Instrument.



 


AGREEMENT


 


NOW,
THEREFORE, in consideration of these premises, the mutual covenants contained in this Assumption Agreement
and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:


 


		1.	Assumption of Obligations. New Borrower covenants, promises, and agrees that
New Borrower, jointly and severally if more than one, will unconditionally assume and be bound by all terms, provisions, and covenants
of the Note and the Security Instrument as if New Borrower had been the original maker of the Note and Security Instrument. New
Borrower will pay all sums to be paid and perform each and every obligation to be paid or performed by Original Borrower under
and in accordance with the terms and conditions of the Note, Security Instrument, the Loan Agreement and all other Original Loan
Documents assumed by New Borrower. Notwithstanding the foregoing, however, New Borrower and Lender will enter into an Amendment
to Loan Agreement to modify certain terms of the Loan Agreement.



 


		2.	Modification of Security Instrument. New Borrower and Lender agree that
the provisions of the Security Instrument are modified as set forth in Exhibit B to this Assumption Agreement.



 


		3.	Lender's Consent. Subject to the satisfaction of all
conditions set forth in this Assumption Agreement, Lender consents to the Assumption.



 


		4.	Miscellaneous.



 


		(a)	This Assumption
Agreement will be binding upon and will inure to the benefit of the parties to the Assumption
Agreement and their respective heirs, successors, and permitted assigns.



 


		(b)	Except as expressly modified
by this Assumption Agreement, the Security Instrument will be unchanged and remain in full force and effect, and is hereby
expressly approved, ratified, and confirmed. No provision of this Assumption Agreement that is held to be inoperative, unenforceable
or invalid will affect the remaining provisions, and to this end all provisions of this Assumption Agreement are declared to be
severable.



 




    	 	 	Page2



     


    

 


		(c)	Time is of the essence of this Assumption Agreement.



 


		(d)	This Assumption Agreement may not be changed orally,
but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge
is sought.



 


		(e)	This Assumption Agreement will be construed in accordance
with the laws of the Property Jurisdiction.



 


		(f)	This Assumption Agreement may be executed in counterparts,
each of which will be deemed an original, but all of which together will constitute one and the same document.



 


		5.	Executed Original. An executed original of this Assumption Agreement will be recorded in the Land
Records as a modification to the Security Instrument.



 


		6.	State Specific Requirements. None



 


		7.	Attached Exhibits. The following Exhibits, if marked
with an "X", are attached to this Assumption Agreement:



 


	 	x	Exhibit
    A	 	Legal Description of
    the Land (required)
	 	 	 	 	 
	 	 ̈	Exhibit B	 	Modifications to Security
    Instrument
	 	 	 	 	 
	 	 ̈	Exhibit C	 	Modifications to Assumption
    Agreement




 


IN WITNESS WHEREOF, the
parties have executed this Assumption Agreement as of the date written above.


 




    	 	 	Page3



     


    

 


Original
Borrower executes this Assumption Agreement solely to acknowledge
New Borrower's assumption of the
Loan, without Original Borrower
incurring any newly-created obligations or
liabilities by its execution
of this Assumption Agreement.


 





	 	ORIGINAL BORROWER:
	 	 	 	 
	 	PBH STONE CREST, LLC, a Delaware limited liability company
	 	 	 	 
	 	By:	 	Pensam Stone Crest, LLC, a Florida limited liability company, its Sole Member and Manager
	 	 	 	 
	 	By:	 	 
	 	 	 	Gavin Beekman
	 	 	 	President
	 	 	 	 
	 	 	 	
        Address for Notice to Original Borrower: 

        777 Brickell Avenue, Suite 1200 

        Miami, Florida 33131 








 


 






    	 	 	Page S-1



     


    

  


	 	NEW BORROWER:
	 	 	 	 
	 	LVP BH WESTMONT LLC, a Delaware limited liability company
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	 	Joseph
    E. Teichman
	 	 	 	Executive
    Vice President,
	 	 	 	General
    Counsel and
	 	 	 	Secretary
	 	 	 	 
	 	 	 	 
	 	Address for Notice to New Borrower:
	 	1985 Cedar Bridge Avenue, Suite 1
	 	Lakewood, New Jersey 08701
	 	Attention: Joseph E. Teichman







 






    	 	 	Page S-2



     


    

 


	 	CONSENTED TO BY LENDER:
	 	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., MULTIFAMILY MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-K54
	 	 	 	 	 	 
	 	By:	 	KeyBank:
    National Association, a national banking association, as Master Servicer pursuant to that certain Pooling and Servicing Agreement
    dated as of April 1, 2016
	 	 	 	 	 	 
	 	 	 	By:	 	Berkadia
    Commercial Mortgage LLC, a Delaware limited liability company, as Subservicer pursuant to that certain Subservicing Agreement
    dated as of April1, 2016
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	Gary A. Routzahn
	 	 	 	Authorized Representative
	 	 	 	 	 	 
	 	 	 	Address for Notice to Lender:
	 	 	 	323 Norristown Road, Suite 300
	 	 	 	Ambler, Pennsylvania 19002
	 	 	 	Attn: Servicing-Executive Vice President




 




    	 	 	Page S-3



     


    




  


EXHIBIT
A


 


LEGAL
DESCRIPTION OF LAND


 


 


Real property in the County
ofDuPage, State of Illinois, described as follows:


 


PARCEL 1:


 


LOTS
1, 2, 3, 4, 5, 6, 7, 8, 9 AND 10 IN THE FOUNTAINHEAD UNIT 2 RESUBDIVISION OF THE FOUNTAINHEAD UNIT 2, BEING A SUBDIVISION IN THE
SOUTHEAST 1/4 OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN,
ACCORDING TO THE PLAT OF SAID RESUBDIVISION RECORDED FEBRUARY 21, 1967 AS DOCUMENT R67-4903, IN DU
PAGE COUNTY, ILLINOIS.


 


PARCEL 2:


 


UNIT 1
IN THE FOUNTAINHEAD, BEING A SUBDIVISION IN THE NORTH 112 OF THE NORTH 1/2 OF THE SOUTHEAST 1/4 OF SECTION 16, TOWNSHIP 38
NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF
RECORDED NOVEMBER 24, 1964 AS DOCUMENT R64-44291, IN DU PAGE COUNTY, ILLINOIS.