Fullerton California, L.L.C. S-4 Registration of securities issued in business combination transactions

Exhibit 3.298

ASSIGNMENT OF

LIMITED LIABILITY COMPANY INTERESTS

This Assignment of Limited Liability Company Interests (this “Assignment”) is executed as of June 14, 2012, but effective immediately following the consummation of the Release (as defined below), by Aviv Financing V, L.L.C., a Delaware limited liability company (“Assignor”), and Aviv Financing I, 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 Mount Washington Property, L.L.C., a Delaware limited liability company (the “Subsidiary”);

WHEREAS, as of the date hereof, the Subsidiary is a borrower under that certain Amended and Restated Credit Agreement dated as of January 31, 2012 by and among Assignor, the Subsidiary and certain other subsidiaries of Assignor, as borrowers, the financial institutions from time to time party thereto, as lenders, and General Electric Capital Corporation, as administrative agent (the “Existing Credit Facility”);

WHEREAS, it is contemplated that the Subsidiary will be released from its obligations as a borrower under the Existing Credit Facility (the “Release”); and

WHEREAS, in connection with the Release, the parties hereto believe that it is in their collective best interest and the best interest of the parties 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.

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 the Subsidiary as the sole member of the 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.

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

AVIV FINANCING V, 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:	President and CEO

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:	President and CEO