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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
ner will continue at the risk of Millennium USA's business until the effective date of the withdrawal or the earlier termination of Millennium USA. Assignability of Partner's Interest. Without the prior written consent of Millennium Management, which may be withheld in its sole discretion, a Partner may not (i) pledge, transfer o
be deemed to be made on a first-in first-out basis absent specific instructions to the contrary from the investor. Special Withdrawal Right upon a Trigger Event. Millennium Management will notify the Limited Partners within 10 days of the occurrence of the death, disability, adjudication of incompetency, ba
ctive date of the withdrawal or the earlier termination of Millennium USA. ML281817-MAXWELL I40 CONFIDENTIAL UBSTERRAMAR00002370 EFTA00237926 Assignability of Partner's Interest. Without the prior written consent of Millennium Management, which may be withheld in its sole discretion, a Partner may not (i) pledge, transfer o
be deemed to be made on a first-in first-out basis absent specific instructions to the contrary from the investor. Special Withdrawal Right upon a Trigger Event. Millennium Management will notify the Limited Partners within 10 days of the occurrence of the death, disability, adjudication of incompetency, ba
the effective date of the withdrawal or the earlier termination of Millennium USA. MAXWELL I40 CONFIDENTIAL UBSTERRAMAR00001317 EFTA00236963 Assignability of Partner's Interest. Without the prior written consent of Millennium Management, which may be withheld in its sole discretion, a Partner may not (i) pledge, transfer o
Entities connected to both Trigger Event and Assignability of Partner's Interest

U.S. Treasury
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATION
the Internal Revenue Service
ORGANIZATIONErnst & Young LLP
ORGANIZATION
New York
LOCATIONManagement of Millennium USA
ORGANIZATIONMillennium Partners
ORGANIZATIONMillennium USA's
LOCATIONMillennium International, Ltd.
ORGANIZATION
Millennium
ORGANIZATIONCayman
LOCATIONThe Master Partnership's Organization
ORGANIZATIONMaster-Feeder Relationship
ORGANIZATION
United States
LOCATIONCapital Structure
ORGANIZATIONIndependent Public Accountants
ORGANIZATIONKeogh
ORGANIZATIONthe "Service
ORGANIZATIONMillennium Offshore Intermediate
ORGANIZATIONMillennium USA LP
ORGANIZATION