Footnote 8

1264B. Insofar as any Surety Claims are premised on the surety’s subrogation to, or assertionof, claims against Subordination Plaintiff that previously had belonged to Chase, those SuretyClaims should be subordinated. Chase acted inequitably with respect to Subordination Plaintiff inconnection with each challenged transaction in which Chase participated. All of Chase’s claimsarising out of challenged transactions should therefore be subordinated. A surety’s acquisition ofChase’s claims arising out of challenged transactions, whether by subrogation or otherwise, did noteliminate Subordination Plaintiff’s grounds for subordinating those claims. Similarly, reassignmentof the claims to Chase did not eliminate Subordination Plaintiff’s grounds for subordinating them.Accordingly, all Surety Claims premised on subrogation to, or assertion of, claims that previouslyhad belonged to Chase should be subordinated for purposes of distribution pursuant tosections 510(c)(1) and 105(a) of the Bankruptcy Code.1264C. Insofar as any Surety Claims are premised on any asserted indemnities, guarantees,or other agreements between Subordination Plaintiff and a surety, or on any other obligations thata surety asserts Subordination Plaintiff owes it in the surety’s own right, those Surety Claims shouldbe subordinated. Each obligation Plaintiff incurred in connection with a challenged transaction isavoidable under sections 548(a)(1)(A) and 548(a)(1)(B) of the Bankruptcy Code for reasons allegedin Counts 69 and 70 and in the detailed descriptions of the challenged transactions in this Complaint:the Insiders, in breach of their fiduciary duties, caused Plaintiff to incur the obligations for less thana reasonably equivalent value and with actual intent to hinder, delay or defraud Plaintiff’s creditors.Accordingly, each indemnity agreement identified in Schedule B, and every other claim orobligation a surety has asserted against Subordination Plaintiff arising out of a challengedtransaction, is avoidable under section 548 of the Bankruptcy Code, and any Surety Claim arisingout of such an avoidable obligation should be subordinated for purposes of distribution pursuant tosections 510(c)(1) and 105(a) of the Bankruptcy Code.604041v1/007457-414-