Footnote 8

Plaintiff’s creditors and conferred an unfair advantage on the Subordination Defendants. Thisinequitable conduct has resulted in harm to Subordination Plaintiff and to its entire creditor body,in that general unsecured creditors (a) have been misled as to Subordination Plaintiff’s true financialcondition, (b) have been induced to extend credit without knowledge of the actual facts regardingSubordination Plaintiff’s financial condition, and (c) are less likely to recover the full amounts dueto them.1262. Under principles of equitable subordination, in equity and good conscience, all claimsthat have been or may be asserted against the Subordination Plaintiff by, on behalf of, or for thebenefit of the Subordination Defendants in any capacity should be subordinated for purposes ofdistribution, pursuant to sections 510(c)(1) and 105(a) of the Bankruptcy Code, such that noSubordination Defendant’s claim is paid ahead of the claim of any other creditor.1263. All claims asserted by any of the Subordination Defendants in any capacity againstthe Subordination Plaintiff should be subordinated such that no Subordination Defendant’s claimis paid ahead of the claim of any other creditor.1264. All claims asserted by persons or entities other than Subordination Defendants(including agents, lead lenders, SPEs, or trustees) against the Subordination Plaintiff, to the extentthat the claims are asserted in whole or in part, directly or indirectly, on behalf of or for the benefitof the Subordination Defendants in any capacity, should be subordinated to that extent.1264A. Chase has asserted claims against Subordination Plaintiff’s estate that arise out ofcertain sureties’ participation in challenged transactions, including Chase VI, Chase VII, Chase VIII,Chase IX, Chase X and Chase XI. These claims (“Surety Claims”) were transferred to Chase by thesureties or are based on purported common law rights of subrogation. The relevant sureties includethose identified in Schedule B.604041v1/007457-413-