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below: 200103932 (ii) In addition, Borrower shall be required to reimburse Lender for all of Lender's out -of- pocket costs (including reasonable attorneys' fees) incurred in reviewing the Transfer request, to the extent such expenses exceed $3,000. (d) For purposes of this Section, the following terms shall have the meanings set forth (1) "Initial Owners" means, with respect to Borrower or any other entity, the persons or entities who on the date of the Note own in the aggregate 100% of the "ownership interests in Borrower or that entity. (2) A Transfer of a "Controlling Interest" shall mean, with respect to any entity, the following: (i) if such entity is a general partnership or a joint venture, a Transfer of any general partnership interest or joint venture interest which would cause the Initial Owners to own less than 51 % of all general partnership or joint venture interests in such entity; (ii) if such entity is a limited partnership, a Transfer of any general partnership interest; (iii) if such entity is a limited liability company or a limited liability partnership, a Transfer of any membership or other ownership interest which would cause the Initial Owners to own less than 51 % of all membership or other ownership interests in such entity; (iv) if such entity is a corporation (other than a Publicly -Held Corporation) with only one class of voting stock, a Transfer of any voting stock which would cause the Initial Owners to own less than 51 % of voting stock in such corporation; (v) if such entity is a corporation (other than a Publicly -Held Corporation) with more than one class of voting stock, a Transfer of any voting stock which would cause the Initial Owners to own less than a sufficient number of shares of voting stock having the power to elect the majority of directors of such corporation; and (vi) if such entity is a trust, the removal, appointment or substitution of a trustee of such trust other than (A) in the case of a land trust, or (B) if the trustee of such trust after such removal, appointment or substitution is a trustee identified in the trust agreement approved by Lender. (3) "Publicly -Held Corporation" shall mean a corporation the outstanding voting stock of which is registered under Section 12(b) or 12(g) of the Securities and Exchange Act of 1934, as amended. 01- 327514.1 FANNIE MAE MULTIFAMILY SECURITY INSTRUMENT - Form 4028 4/98 Page 26 NEBRASKA