Footnote 8

transfers; were engaged in business or a transaction, or were about to engage in business or atransaction, for which their remaining property was unreasonably small capital; and/or intended toincur, or believed that they would incur, debts that would be beyond their ability to pay as such debtsmatured.816. The Chase 544 Principal and Interest Transfers are avoidable as fraudulentconveyances or fraudulent transfers under section 544 of the Bankruptcy Code or applicable statelaw.by reference.COUNT 12(Avoidance of the Chase Preferential Purported Margin Transfers)817. The allegations in paragraphs 1 through 816 of this Complaint are incorporated herein818. ENGM entered into certain agreements designated as “margin agreements” withJPMC’s SPE Mahonia relating to the Chase VI-Chase IX Mahonia transactions (the “ENGM MarginAgreements”). The ENGM Margin Agreements included (i) a Margin Agreement between Mahoniaand ENGM, dated as of December 18, 1997; (ii) a Margin Agreement between Mahonia and ENGM,dated as of June 26, 1998; (iii) a Margin Agreement between Mahonia and ENGM, dated as ofDecember 1, 1998; and (iv) a Margin Agreement between Mahonia and ENGM, dated as of June 28,1999. All of the ENGM Margin Agreements were amended on December 19, 2000, to permit,among other things, rehypothecation.819. ENA entered into certain agreements designated as “margin agreements” relating tothe Chase X and Chase XI Mahonia transactions (the “ENA Margin Agreements”). The ENAMargin Agreements included (i) a Margin Agreement between Mahonia and ENA, dated as ofJune 28, 2000; (ii) a Margin Agreement between Mahonia NGL and ENA, dated as of December 28,2000; and (iii) a Margin Agreement between Stoneville and ENA, dated as of December 29, 2000.604041v1/007457-297-