54-10 Agreement

Exhibit “D” FORM OF NON-FOREIGN AFFIDAVIT CERTIFICATE OF NON-FOREIGN STATUS Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a United States real property interest by Sunrise West Orange NJ Senior Living, LLC, a Delaware limited liability company ("Transferor"), the undersigned hereby certifies the following on behalf of the Transferor. 1. That the undersigned is the authorized signatory of the Transferor and, in such capacity, has actual knowledge of the matters set forth herein and is duly authorized to execute the certification for the purposes herein expressed; 2. That Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 3. That Transferor's U.S. employer identification number is ; 4. That Transferor's address is c/o Sunrise Senior Living, Inc., 7900 Westpark Drive, Suite T-900, McLean, VA 22102; and 5. That the undersigned understands that this certification may be disclosed to the Internal Revenue Service by transferee, Emeritus Corporation, and that any false statement contained herein could be punished by fine, imprisonment or both. [SIGNATURE ON THE FOLLOWING PAGE] Exhibit D, Page 1 GENBUS/718957.4