Footnote 8

“Transferred Claims.” The first defendant that transferred a given Transferred Claim on or after thePetition Date is referred to herein as the “Claim Transferor Defendant” for that Transferred Claim.1266E. Any Defendant asserting a Transferred Claim in any capacity against SubordinationPlaintiff is referred to herein as a “Claim Transferee Defendant.” Claim Transferee Defendants thatSubordination Plaintiff has been able to identify are alleged in Section II.D of this Complaint.1266F. Each Claim Transferor Defendant engaged in and benefitted from inequitableconduct, including the conduct described in this Complaint, that has resulted in injury toSubordination Plaintiff’s creditors and conferred an unfair advantage on the Claim TransferorDefendant. This inequitable conduct has resulted in harm to Subordination Plaintiff and to its entirecreditor body, in that general unsecured creditors: (a) have been misled as to the SubordinationPlaintiff’s true financial condition, (b) have been induced to extend credit without knowledge of theactual facts regarding Plaintiff’s financial condition, and (c) are less likely to recover the fullamounts due to them.1266G. Under the principles of equitable subordination, in equity and good conscience, eachTransferred Claim, if it had not been transferred and instead had been asserted against theSubordination Plaintiff by, on behalf of, or for the benefit of the Claim Transferor Defendant in anycapacity on or after the Petition Date, would have been subject to subordination for purposes ofdistribution pursuant to sections 510(c)(1) and 105(a) of the Bankruptcy Code. In addition, any liensecuring the subordinated claim would have been transferred to Subordination Plaintiff’s estatepursuant to sections 510(c)(2) and 105(a) of the Bankruptcy Code.1266H. Any Transferred Claim asserted by a Claim Transferee Defendant against theSubordination Plaintiff, to the extent that the claim was held by a Claim Transferor Defendant in anycapacity on or after the Petition Date, should be subordinated to the same extent as if the Claim604041v1/007457-416-