Clarkston Care, L.L.C. S-4 Registration of securities issued in business combination transactions

Exhibit 3.304

ASSIGNMENT OF

LIMITED LIABILITY COMPANY INTERESTS

This Assignment of Limited Liability Company Interests (this “Assignment”) is executed as of March 26, 2013, but effective immediately following the consummation of the Release (as defined below), by Aviv Financing I, L.L.C., a Delaware limited liability company (“Assignor”), and Aviv Financing IV, L.L.C., a Delaware limited liability company (“Assignee”).

RECITALS

WHEREAS, Assignor owns all of the issued and outstanding limited liability company membership interests (collectively, the “Interests”) in each of the limited liability companies set forth onSchedule I hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”);

WHEREAS, it is contemplated that the Subsidiaries will be released from their respective obligations (the “Release”) under that certain Amended and Restated Credit Agreement dated as of May 31, 2012, by and among Assignor, as Parent Borrower, and each of the Subsidiaries and certain other subsidiaries of Assignor party thereto as Subsidiary Borrowers, Aviv REIT, Inc., a Maryland corporation and certain of its affiliates and subsidiaries, as guarantors, the financial institutions from time to time party thereto, as lenders (collectively, the “ Lenders”), and General Electric Capital Corporation, as administrative agent on behalf of itself and the other Lenders (the “Facility”); and

WHEREAS, it is contemplated that the Subsidiaries will become parties to, and borrowers under, a Credit Agreement to be entered into on or about the date hereof by and among Assignee and certain of Assignee’s subsidiaries, as borrowers, the Partnership and certain of its affiliates and subsidiaries, as guarantors, the financial institutions from time to time party thereto, as lenders, and Bank of America, N.A., as administrative agent (the “New Credit Facility”); and

WHEREAS, in connection with the Release and the New Credit Facility, the parties hereto believe that it is in their collective best interest to enter into this Assignment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

AGREEMENT

1. Assignor hereby conveys, assigns and delivers unto Assignee, its successors and assigns, as of the date hereof, all right, title and interest in, to and with respect to the Interests.

Assignment of Limited Liability Company Interests

From Aviv Financing I, L.L.C. to Aviv Financing IV, L.L.C.

2. Assignee hereby accepts, as of the date hereof, the assignment of the Interests and agrees to be bound by the terms of the Limited Liability Company Agreement of each Subsidiary as the sole member of each Subsidiary.

3. Assignor covenants and agrees to do, execute, acknowledge and deliver to, or cause to be done, executed, acknowledged and delivered to, Assignee, its successors and assigns, all such further acts, deeds, assignments, transfers, conveyances and assurances that may be reasonably requested by Assignee for the better assigning, transferring, conveying, delivering, assuring and confirming to Assignee, its successors or assigns, any or all of the Interests.

4. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns.

– Signature Page Follows –

Assignment of Limited Liability Company Interests

From Aviv Financing I, L.L.C. to Aviv Financing IV, L.L.C.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first above written.

AVIV FINANCING I, L.L.C.,
a Delaware limited liability company
By:	AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P.,
	a Delaware limited partnership, its sole member
	By:	AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP,
		a Delaware limited partnership, its general partner
		By:	AVIV REIT, INC.,
			a Maryland corporation, its general partner
			By:	/s/ Craig M. Bernfield
			Name:	Craig M. Bernfield
			Its:	Chief Executive Officer
AVIV FINANCING IV, L.L.C.,
a Delaware limited liability company,
By:	AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P.,
	a Delaware limited partnership, its sole member
	By:	AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP,
		a Delaware limited partnership, its general partner
		By:	AVIV REIT, INC.,
			a Maryland corporation, its general partner
			By:	/s/ Craig M. Bernfield
			Name:	Craig M. Bernfield
			Its:	Chief Executive Officer

Assignment of Limited Liability Company Interests

From Aviv Financing I, L.L.C. to Aviv Financing IV, L.L.C.

Schedule I

1. Aviv Liberty, L.L.C., a Delaware limited liability company

2. California Aviv Two, L.L.C., a Delaware limited liability company

3. Kansas Five Property, L.L.C., a Delaware limited liability company

4. Manor Associates, L.L.C., a Delaware limited liability company

5. Orange ALF Property, L.L.C., a Delaware limited liability company

6. Raton Property Limited Company, a New Mexico limited liability company

7. Red Rocks, L.L.C., an Illinois limited liability company

8. VRB Aviv, L.L.C., a Delaware limited liability company

9. Willis Texas Aviv, L.L.C., a Delaware limited liability company