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EXHIBIT "E" Form of Seller's Affidavit STATE OF FLORIDA COUNTY OF OANGE BEFORE ME, the undersigned authority, duly qualified and authorized in the State and County aforesaid to administer oaths and take acknowledgements, this day personally appeared Matt E. Kelly, Vice President of Walt Disney World Hospitality & Recreation Corporation, a Florida corporation ("Seller"), both individually and as officer of Seller ("Affiant"), who, after being duly sworn, deposes and says, to the best of her knowledge and belief, as follows: That Affiant is a person over the age of eighteen (18) years of age. 2. That Affiant makes this Affidavit with respect to certain land owned by Seller situate in Indian River County, Florida, more particularly described on Exhibit "A", attached hereto and made a part hereof (the "Property"). 3. No person or entity is in possession of all or any portion of the Property, nor are there any outstanding unrecorded contracts, leases or occupancy agreements, written or verbal, with respect to the use or occupancy of the Property. 4. Seller owns fee -simple title in and to the Property free, clear and unencumbered of all liens, taxes, and assessments, except for any current and non -delinquent real estate taxes for the year 2007, and subsequent years now or hereafter due and payable, and except as may be shown on the title insurance commitment described below. 5. Seller is a corporation organized, existing and in good standing under the laws of the State of Florida, and Seller has the lawful right and authority to execute and deliver all documents or instruments necessary or appropriate to convey good and marketable fee simple title to the Property. 6. That within the past 120 days there has been no material or labor furnished for improvements to the Property at the instance or request of Seller, or pursuant to the agreement of Seller, for which payment is presently due but has not been made. As to any amounts which become payable after the date hereof at the instance or request of Seller, Seller shall: pay or cause to be paid such amounts; cause the same to be otherwise bonded or secured so that the same do not result in a lien against the Property; or execute an indemnity agreement in favor of First American Title Insurance Company ("FATIC") with respect to such matters, which indemnity agreement shall be in form and content acceptable to FATIC. There may exist unpaid bills for labor performed or services rendered at the instance or request of Seller, or its affiliates, with respect to survey work with respect to the Property which may be the basis for assertion of a lien (whether statutory or common law) against the Property, or portions thereof, but Seller shall pay for all the costs of such work or have such costs bonded or indemnified as aforesaid. 7. There are no construction liens or claims filed against the Property for labor performed or material furnished or delivered at the instance or request of, or pursuant to the agreement (written or oral) of Seller, except as shown on the Commitment defined below, if any. January 8. 2008 E-1