54-10 Agreement

Under penalties of perjury, the undersigned declares as of _______________ _____, 2010, that the undersigned has examined this certification and, to the best of its knowledge and belief, it is true, correct and complete, and the undersigned further declares that it has the authority to sign this certification on behalf of Transferor. TRANSFEROR: Sunrise West Orange NJ Senior Living, LLC, a Delaware limited liability company By:Sunrise Senior Living Services, Inc., a Delaware corporation, its sole member By: __________________________ Name: ____________________ Title: ____________________ COMMONWEALTH OF VIRGINIA ) ) ss. COUNTY OF FAIRFAX ) I, , a Notary Public for said County and State, do hereby certify that ___________ personally came before me this day and acknowledged that s/he is ____________ of _______________________________, and that s/he as such ____________, being authorized to do so, executed the foregoing on behalf of the corporation, in its capacity as ____________ of ____________________________. WITNESS my hand and Notarial Seal. Notary Public My Commission Expires: _______________ [Notary Seal] Exhibit D, Page S-1 GENBUS/718957.4