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EXHIBIT "D" Form of FIRPTA Certificate NON -FOREIGN CERTIFICATE AND AFFIDAVIT STATE OF FLORIDA COUNTY OF ORANGE BEFORE ME, the undersigned authority, personally appeared Matt E. Kelly, Vice President, Walt Disney World Hospitality & Recreation Corporation, a Florida corporation ("Seller"). who, after being duly sworn, deposes and says as follows: Seller is the owner of the real property described on Exhibit "A" attached hereto and incorporated herein ("Property"). 2. That he makes this certification for and on behalf of Seller with full authorization and knowledge of the matters set forth herein. Section 1445 of the Internal Revenue Code provides that a transferee ("Buyer") of a U.S. real property interest must withhold tax at a rate of 10% of the amount realized on the disposition if the transferor is a foreign person or entity. For U.S. tax purposes (including Section 1445), the owner of a "Disregarded Entity" (as defined in the Internal Revenue Code and Income Tax Regulations) which has legal title to a U.S. real property interest under local law will be deemed the transferor of the property and not the Disregarded Entity which owns the property. To inform the Buyer that withholding of tax is not required upon the transfer of the above-described property by Seller, the undersigned hereby affirms and certifies the following: (a) Seller 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). (b) Seller is not a Disregarded Entity as defined in §1.14450-2 (b)(2)(iii) of the Income Tax Regulations (c) Seller's U.S. Employer Identification Number: 95-2553596 (d) Seller's Office Address is: Walt Disney World Hospitality & Recreation Corporation c/o WDI R.E. Development Post Office Box 10321 Lake Buena Vista, Florida 32830 4. The undersigned, individually and on behalf of Seller, understands that this certification may be disclosed to the Internal Revenue Service by Buyer and that any false statement contained herein could be punished by fine, imprisonment or both. 5. Under penalties of perjury, the undersigned hereby declares that he has examined this certificate and to the best of his knowledge and belief it is true, correct and complete, and the undersigned further declares that he has the authority to sign this document on behalf of Seller. January 8, 2008 D-1