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EXHIBIT B
<br />ASSIGNMENT AND ASSUMPTION OF REGULATORY
<br />AND OPERATING AGREEMENT
<br />THIS ASSIGNMENT AND ASSUMPTION OF REGULATORY AND OPERATING
<br />AGREEMENT (the "Assignment") is made and entered into the day of March, 2022 ("Effective
<br />Date") by and between Burnsville Parkway Estates LLC, a Minnesota limited liability company
<br />Assignor") and Silver Lake Commons LLC, a Minnesota limited liability company ("Assignee").
<br />Recitals
<br />A. Assignor, as successor in interest to the "Owner", is a party to that certain Regulatory and
<br />Operating Agreement dated December 21, 1998 (as thereafter assigned to Assignor, the "ROA") for that
<br />certain development known as Silver Lake Commons and located at 2665 Highway 10 NE, Mounds View,
<br />Minnesota and legally described on Exhibit A attached hereto (the "Property") with the Minneapolis Public
<br />Housing Authority in and for the City of Minneapolis ("MPHA"), and the City of Mounds View, Minnesota
<br />the "CLty"; the MPHA and the City shall be hereinafter collectively referred to as the "Authorities").
<br />B. Assignor, in connection with its sale of the Property to Assignee, desires to transfer, assign,
<br />convey, set over, and deliver all of its right, title, and interest in, to, and under the ROA to Assignee, and
<br />Assignee wishes to assume all of Assignor's duties, liabilities, and obligations thereunder, provided that
<br />Assignor shall retain the obligation to cure any existing defaults.
<br />NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good
<br />and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties mutually
<br />covenant and agree as follows:
<br />1. Assignment and Assumption. Other than the obligation of Assignor to cure the Existing Defaults,
<br />Assignor does hereby transfer, assign, convey, set over, and deliver unto Assignee all of Assignor's right,
<br />title, and interest in, to, and under the ROA as of the Effective Date. Assignee does hereby assume and
<br />agree to perform all of Assignor's duties, liabilities, and obligations in, to, and under the ROA as of the
<br />Effective Date, with the exception of the obligation to submit a 2020 audited financial statement, which
<br />obligation the Assignee shall assume although arising prior to the Effective date of transfer. More
<br />specifically, Assignee assumes the obligation to forward to MPHA a 2020 audited financial statement to
<br />MPHA within 60 days of closing. The failure to submit such a report will be considered a default under
<br />the ROA that this Assignee is assuming.
<br />2. Indemnity. Assignee shall indemnify, defend, and hold harmless Assignor from and against any
<br />and all claims, including without limitation, reasonable attorneys' fees arising out of or relating to the ROA
<br />from and after the Effective Date. Assignor shall indemnify, defend, and hold harmless Assignee from and
<br />against any and all claims, including without limitation, reasonable attorneys' fees arising out of or relating
<br />to the ROA prior to the Effective Date.
<br />3. Existing Defaults. Notwithstanding anything in this Assignment to the contrary, Assignor shall
<br />continue to be obligated to cure any existing defaults as is required by the ROA. Assignor must, within
<br />ninety (90) days after the date hereof, cure any existing defaults.
<br />4. Release. From and after the Effective Date, and by virtue of the promises and agreements contained
<br />herein, Assignor is hereby released from any and all future obligations and duties owing from Assignor to
<br />the Authorities and the United States Department of Housing and Urban Development ("HUD") under the
<br />terms of the ROA to the extent such duties and obligations arise after the Effective Date.
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