Footnote 8

953. By reason of the foregoing facts and pursuant to section 502(d) of the BankruptcyCode, the claims of Barclays, the initial transferees or beneficiaries identified in paragraphs 893,904, 917, 928, 937, 946, 951E, and 951G, and any immediate or mediate transferees, must bedisallowed unless and until they have turned over to Plaintiff the property transferred, or paidPlaintiff the value of such property, for which they are liable under sections 542, 550 and 553 of theBankruptcy Code.D. COUNTS 30 - 36(Against BT/Deutsche Bank Defendants)by reference.COUNT 30(Avoidance of Valhalla Setoff as a Postpetition Transaction)954. The allegations in paragraphs 1 through 953 of this Complaint are incorporated herein955. In or about May 2000, Enron and Deutsche Bank AG entered into Project Valhalla,a financing involving a “net loan” from Deutsche Bank AG to Enron of $50 million. Deutsche BankAG intended Valhalla to provide approximately $40 million in tax benefits annually to DeutscheBank AG because of differences in U.S. and German tax laws.956. In connection with the financing, Deutsche Bank AG transferred, or “loaned,”$2 billion to Rheingold GmbH (“Rheingold”), an indirect German subsidiary of Enron, in return forparticipation rights entitling Deutsche Bank AG to distribution payments at a 7.7% rate of return.957. Rheingold used the $2 billion loan from Deutsche Bank AG to purchase preferredstock in Risk Management & Trading Corporation (“RMTC”), an Enron affiliate. RMTC thenloaned the $2 billion to Enron, which loaned $1.95 billion of that amount to Deutsche Bank AG,New York under a structured note bearing interest at a stated rate of 8.74% (the “Deutsche BankNote”). Among other things, the Deutsche Bank Note provides that Enron may use the interest604041v1/007457-353-