Footnote 8

and/or ENGM.735. The Citi 544 Transfers constitute transfers of interests in property of Enron, ENA,736. Each of the Citi 544 Transfers was made to or for the benefit of the entities listed inthe third column of the foregoing table as initial transferees or beneficiaries.737. Upon information and belief, when the Citi 544 Transfers were made, Enron, ENA,and/or ENGM were insolvent, or became insolvent as a result of the transfers; were engaged inbusiness or a transaction, or were about to engage in business or a transaction, for which theirremaining property was unreasonably small capital; and/or intended to incur, or believed that theywould incur, debts that would be beyond their ability to pay as such debts matured.738. The Citi 544 Transfers are avoidable as fraudulent conveyances or fraudulenttransfers under section 544 of the Bankruptcy Code and applicable state law.COUNT 4(Recovery of the Citi Preferential Transfers, Citi 548 Transfers and Citi 544 Transfers)by reference.739. The allegations in paragraphs 1 through 738 of this Complaint are incorporated herein740. To the extent that the Citi Preferential Transfers, Citi 548 Transfers or Citi 544Transfers are avoided under Bankruptcy Code sections 547, 548 or 544, then, pursuant toBankruptcy Code section 550, Plaintiff may recover from the initial transferee or beneficiary, orfrom any immediate or mediate transferee, the property transferred, or the value of such property,for the benefit of Plaintiff’s estate.by reference.COUNT 5(Disallowance of Claims Under Bankruptcy Code Section 502(d))741. The allegations in paragraphs 1 through 740 of this Complaint are incorporated herein604041v1/007457-256-