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1135. Upon and information and belief, when the Toronto Dominion 544 Transfers weremade, Enron and/or ENA were insolvent, or became insolvent as a result of the transfers; wereengaged in business or a transaction, or were about to engage in business or a transaction, for whichtheir remaining property was an unreasonably small capital; and/or intended to incur, or believedthat they would incur, debts that were beyond their ability to pay as such debts matured.1136. The Toronto Dominion 544 Transfers are avoidable as fraudulent conveyances orfraudulent transfers under section 544(a)(1)(B) of the Bankruptcy Code and under applicable statelaw.COUNT 53(Recovery of Avoided Transfers Related to the Toronto Dominion Preferential Transfers,the Toronto Dominion 544 Transfers and the Toronto Dominion 544 Transfers)1137. The allegations in paragraphs 1 through 1136 of this Complaint are incorporatedherein by reference.1138. To the extent that the Toronto Dominion Preferential Transfers, Toronto Dominion548 Transfers and/or Toronto Dominion 544 Transfers is avoided under Bankruptcy Code sections547, 548, or 544, then, pursuant to Bankruptcy Code section 550, Plaintiff may recover from theinitial transferee or beneficiary, or from any immediate or mediate transferee, the propertytransferred, or the value of such property, for the benefit of Plaintiff’s estate.COUNT 54(Disallowance of Claims Under Bankruptcy Code Section 502(d))1139. The allegations in paragraphs 1 through 1138 of this Complaint are incorporatedherein by reference.1140. By reason of the foregoing facts and pursuant to Bankruptcy Code Section 502(d),the claims of Toronto Dominion, the initial transferees or beneficiaries identified inparagraphs 1103, 1114, and 1127, and any immediate or mediate transferees, must be disallowed604041v1/007457-393-