EX-3.244 4 d332766dex3244.htm EX-3.244 EX-3.244

Exhibit 3.244

ASSIGNMENT OF

LIMITED LIABILITY COMPANY INTEREST

This Assignment of Limited Liability Company Interest (this “Assignment”) is executed as of December 20, 2011, but effective immediately prior to the consummation of the Transaction (as defined below), by Aviv Financing II, 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 interest (the “Interest”) in McCarthy Street Property, L.L.C., a Delaware limited liability company (“Subsidiary”);

WHEREAS, it is contemplated that the Subsidiary will become a party to, and borrower under (the “Transaction”) that certain Credit Agreement dated as of September 17, 2010 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 (as has been or may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Facility”);

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 Interest.

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.

- Signature Page Follows –

 

Assignment of McCarthy Street Property, L.L.C.

from Aviv Financing II, L.L.C. to Aviv Financing I, 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:   President and Chief Executive Officer

 

AVIV FINANCING II, 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 Chief Executive Officer

 

Assignment of McCarthy Street Property, L.L.C.

from Aviv Financing II, L.L.C. to Aviv Financing I, L.L.C.