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e Net Capital Depreciation or increase the balance of the Loss Recovery Account. In connection with the (i) downsizing of Millennium USA following a Trigger Event, or (ii) dissolution of Millennium USA, reserves for liabilities will be established for the estimated costs of downsizing or liquidating assets an
on, elect to charge a Limited Partner the costs (including attorneys' fees) related to any requested transfer, assignment, pledge or encumbrance of the Limited Partner's Interests. Millennium Management will not consent to any Transfer other than a Transfer (i) in circumstances in which the tax basis of the Offered Interest i
occurring before the last day of the fourth full calendar quarter after purchase of such Offered Interests (other than due to the occurrence of a Trigger Event, described below) will be subject to a charge equal to 4% of the withdrawal amount (the "Early Withdrawal Charge"). For purposes of determining the
ion, elect to charge a Limited Partner the costs (including attorneys' fees) related to any requested transfer, assignment, pledge or encumbrance of the Limited Partner's Interests. Millennium Management will not consent to any Transfer other than a Transfer (i) in circumstances in which the tax basis of the Offered Interest i
occurring before the last day of the fourth full calendar quarter after purchase of such Offered Interests (other than due to the occurrence of a Trigger Event, described below) will be subject to a charge equal to 4% of the withdrawal amount (the "Early Withdrawal Charge"). For purposes of determining the
ion, elect to charge a Limited Partner the costs (including attorneys' fees) related to any requested transfer, assignment, pledge or encumbrance of the Limited Partner's Interests. Millennium Management will not consent to any Transfer other than a Transfer (i) in circumstances in which the tax basis of the Offered Interest i
Entities connected to both Trigger Event and the Limited Partner's Interests

Millennium
ORGANIZATION
U.S. Treasury
ORGANIZATION
the Internal Revenue Service
ORGANIZATIONMillennium International, Ltd.
ORGANIZATIONMillennium USA's
LOCATION
New York
LOCATIONMillennium Partners
ORGANIZATIONErnst & Young LLP
ORGANIZATIONThe Master Partnership's Organization
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATIONManagement of Millennium USA
ORGANIZATIONCayman
LOCATIONIndependent Public Accountants
ORGANIZATION
United States
LOCATIONMaster-Feeder Relationship
ORGANIZATIONCapital Structure
ORGANIZATIONKeogh
ORGANIZATIONSchulte Roth & Zabel LLP
ORGANIZATIONMillennium Offshore Intermediate
ORGANIZATIONOrganization, Management
ORGANIZATION