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1570. In connection with the Pilgrim transaction, there were two separate but relatedtransactions, Pilgrim/Trakya and Pilgrim/Sarlux. While the transactions commenced on the sameday and closed at approximately the same time, a unique asset supported each transaction. Inconnection with these transactions, CIBC and CIBC, Inc. knowingly gave substantial assistance tothe Insiders.(a)On or about October 27, 1998, Ian Schottlaender, Mark Wolf, and BillyBauch sent a Memorandum to Richard Hassard, William Phoenix, and Ray Smith regardingstructuring and underwriting a transaction to provide Enron with an accounting gain on two powerplants in which Enron has an equity interest.(b)On or about December 4, 1998, Colette DeLaney sent an e-mail to Bob Abraand Lorne Robbins authorizing Pilgrim and asking questions regarding Pilgrim and Riverside.(c)On or about December 4, 1998, Bob Abra sent a Credit Communication toExecutive Director, Credit Management Houston with a copy to CEO, Large Corporate Market andExecutive Director, ACSC authorizing Pilgrim with the understanding that Enron will be askedquestions about earnings on Riverside and Pilgrim.(d)On or about October 21, 1998, Billy Bauch sent a Memorandum to JohnHunkin, Gerald Beasley, Ron Ormand, Ian Schottlaender, and Mark Wolf regarding a meeting withEnron to discuss Enron’s financing needs and the transactions Enron intends to complete by yearend.(e)On or about December 1, 1998, Mark Wolf and Lucia Martinez sent anApplication for Corporate Credit to VP Risk Management, the CIBC Credit Committee, ColetteDelaney, and Katheryn McGovern.1571. In connection with the Riverside V transaction, CIBC and CIBC World Markets plc.knowingly gave substantial assistance to the Insiders.604041v1/007457-488-
(a)On or about December 15, 1998, Shannon Ernst sent an Application forCorporate Credit to Head of Credit Risk Management, Europe, CIBC Credit Committee, ColetteDelaney, and Mark Wolf.1572. In connection with the Leftover transaction, CIBC and CIBC, Inc. knowingly gavesubstantial assistance to the Insiders.(a)On or about June 14, 1999, Mark Wolf sent an Application for CorporateCredit to VP Risk Management; CIBC Credit Committee; Executive Director, ACSC; CEO, EVP,Large Corporate Market; and Michael Ablialoro.1573. In connection with the Nimitz transaction, CIBC and CIBC, Inc. knowingly gavesubstantial assistance to the Insiders.(a)On or about June 15, 1999, Mark Wolf sent an Application for CorporateCredit to VP Risk Management; CIBC Credit Committee; Executive Director, ACSC; CEO, EVP,Large Corporate Market; and Michael Ablialoro.1574. In connection with the Ghost transaction, CIBC, CIBC World Markets Corp., andCIBC, Inc., knowingly gave substantial assistance to the Insiders.(a)On or about December 7, 1999, Mercy Arango, Mark Wolf, and LuciaMartinez sent an Application for Corporate Credit to VP Risk Management; the CIBC CreditCommittee; the Executive Director, ACSC; CEO, EVP, Large Corporate Market; Michael Ablialoro;and Gerry Beauclair.1575. In connection with the Alchemy transaction, CIBC, CIBC World Markets Corp., andCIBC, Inc. knowingly gave substantial assistance to the Insiders.(a)On or about December 7, 1999, Mercy Arango, Mark Wolf, and LuciaMartinez sent an Application for Corporate Credit to VP Risk Management; the CIBC Credit604041v1/007457-489-
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ENRON CORP., et al.Reorganized Debt
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DEUTSCHE BANK TRUST COMPANYDELAWARE
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TABLE OF CONTENTSPageI. NATURE OF T
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d. The Insiders engaged in a scheme
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(d) Barclays’ improper appropriat
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(a) LJM1 and the Rhythms Hedging tr
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COUNT 17COUNT 18(Avoidance of the C
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F. COUNTS 42 - 44 (Against Merrill
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COUNT 67(Recovery of the Challenged
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Steele ............................
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REORGANIZED DEBTORS’ FOURTH AMEND
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3. A second large group of transact
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these partnerships secret from Enro
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approved the employment of Stephen
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managed by a new board of directors
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17. Plaintiff and the affiliated en
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headquarters at 270 Park Avenue, 35
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Germany. Deutsche Bank AG does busi
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55. Defendant Deutsche Bank, S.A. i
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67. Defendant Merrill Lynch Capital
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successor, agent, co-conspirator, c
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10. The RBC Defendants92. Defendant
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107. Not Used.108. Defendant Sphinx
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118. Defendant Enron Sterling Credi
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126A. Each of FleetBoston Financial
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eports. In these reports and their
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Fastow was fired in late 2001 and E
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c. Fastow and Kopper orchestrated (
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immediately. As part of his plea ag
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3. How The Scheme Workeda. Enron em
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could not trade with others in the
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• Funds flow from operations, def
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d. The Insiders engaged in a scheme
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178. Self-interested partnerships -
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specifically, when the relevant tra
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eported the repayment obligation as
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nature of these transactions and/or
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2governs the securitization of fina
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unless independent third parties ma
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211. An actual example: On December
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transactions. The Insiders took the
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LJM2. In doing so, the Insiders rec
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LJM2 (technically, LJM Co-Investmen
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235. From the beginning, Fastow kne
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244. The Southampton transaction ul
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249. By the end of December 1999, f
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threats of no future business or pr
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Fastow’s participation in the LJM
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262. Citigroup’s participation in
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Id. at B-1 (emphasis added).266. Wi
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period, Citigroup completed over 60
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one another and to cause one anothe
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Yosemite IV USD 5/24/01 $775.1 mill
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linked promissory notes to institut
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of which also involved Enron) and o
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and Andersen may have worked togeth
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monetizations became less attractiv
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(3) The minority interest transacti
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CITI-B00393281 (quoted in Exam. III
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issued Irrevocable Letter of Credit
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Citigroup’s own internal descript
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alance sheet. Through Sundance Indu
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[T]he Bacchus transaction was steep
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327. Before the Bacchus transaction
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tier 1 banks.” CITI-SPSI 0036296.
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prepays, two FAS 140s, and one tax
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(1) Chase’s relationship with Enr
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using a proprietary technology. It
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discussion on this about 6 weeks ag
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357. In its complaint against Chase
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it was “purchasing the Natural Ga
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his July 28, 2003 letter to Manhatt
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commodity to JP Morgan Chase) under
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378D. In late November 2001, JPMC d
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Garden State Paper Company, (ii)
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ankruptcy. By the late 1990s, Barcl
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398. The Insiders used Nikita to mo
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agreement but an instrument that wo
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408J. On or about December 7, 2000,
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For example, Colonnade had not been
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420. Upon information and belief, t
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429. On or about October 30, 2001,
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(c)Three million Four Hundred Fifty
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447. Each of the various individual
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that effectively provided Barclays
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464. The Nixon prepay allowed Enron
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All three (Deutsche Bank AG, Banker
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financial statements improperly rep
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customer to report the transaction
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Insiders intended to accomplish the
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497. As part of the transaction, BT
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(3) BT/Deutsche Bank limited its En
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disclosed, “Enron could not have
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511. CIBC knew that in every FAS 14
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understanding of the Insiders’ go
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523. Again, however, before CIBC ag
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able to manipulate and misstate Enr
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achieve accounting objectives, incl
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Complaint in SEC v. Merrill Lynch,
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539. From 1997 through 2001, Merril
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transaction. He also wondered where
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550. Merrill Lynch knew that the 19
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Insiders’ schemes, including its
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(2) LJM1 and LJM2.561. As discussed
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566. CSFB therefore knew the hedge
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proceeds resulting from those share
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(3) The Prepaid Oil Swaps.577. In D
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(4) FAS 140 transactions.(a)Nile583
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or some of the equity investment. C
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equity investment was not at risk.
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App. L. at 22-23 n.81). In his resp
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CSFB colleague two days before givi
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Dominion’s return on Enron-relate
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IV, App. G at 7 & n.23. In addition
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Payments went in a complete circle
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Dominion prepays - as cash flow fro
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619. Toronto Dominion also knew it
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that, as a limited partner in LJM1,
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etween 1997 and 2001, and, as of No
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at 45. In addition to the direct an
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these restrictions, a 39% discount
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een held in LJM1, and RBS’s total
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substantially assisted the Insiders
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RBS compromised by letting the Insi
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easons.” RBS 3141116 (quoted in E
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manipulation” in Enron’s financ
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saw their experiences with Enron-re
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Exam. at 102-03. RBC knew the Insid
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thing. However, we cannot in the do
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earn higher fees, then selling the
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investment that was not at risk and
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transactions in which Merrill Lynch
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TransferorObligorInitialTransferee
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716. On or within one year before t
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717. The transfers identified in th
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TransferorObligorInitial Transferee
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TransferorEnron orENAEnronEnronEnro
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TransferorEnron orENAEnron orENAEnr
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742. By reason of the foregoing fac
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TransferorEnron or ENAor ENGMEnron
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765. Upon information and belief, w
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789. Each of the Chase Preferential
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796. Although certain of the Chase
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transfers; were engaged in business
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823. The payments characterized as
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840. The Chase 548 Purported Margin
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transactions (“Prepay Obligations
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COUNT 15(Avoidance of the Chase Pre
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871. Enron and/or ENA received less
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Code, those transfers are pled alte
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902. The Barclays Preferential Tran
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of the security interest that is th
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921. To the extent that any of the
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Barclays Bank on or about November
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COUNT 25(Avoidance of Unauthorized
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940L. By the Barclays Improper Appr
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949. Pursuant to section 553(b) of
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the parties could, under certain co
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y reference.COUNT 33(Avoidance of t
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996. Each of the BT/Deutsche Bank 5
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Transferor Obligor TransfereeEnron
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Transferor Obligor TransfereeEnron
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COUNT 36(Disallowance of Claims Und
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TransferorEnron orENA or ACFIObligo
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TransferorObligorInitialTransfereeo
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COUNT 40(Recovery of the CIBC 544 T
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elieved that they would incur, debt
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1068. The CSFB Preferential Transfe
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1082. Each of the CSFB 548 Transfer
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1095. Each of the CSFB 544 Transfer
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and (b) that CSFB, Pyramid I and/or
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H. COUNTS 50 - 54(Against Toronto D
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Transferor ObligorInitialTransferee
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COUNT 52(Avoidance of the Toronto D
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TransferorEnron or ENAEnron or ENAE
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1135. Upon and information and beli
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TransferorObligorInitialTransferee
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1167. The transfers identified in t
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J. COUNTS 60 - 64(Against RBC Defen
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1227. The Challenged Transaction Ob
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1232. The Challenged Transaction Ob
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1242. The Intentional Fraudulent Tr
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1250. The Intentional Fraudulent Co
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Plaintiff’s creditors and conferr
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1265. Plaintiff cannot at this time
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Transferor Defendant continued to h
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communications with investors the I
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1273. As a direct and proximate res
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information about the company’s c
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1287. Insider Causey did not disclo
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1299. Insider Fastow did not disclo
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1310. Insiders Fastow and McMahon d
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June 20011322. The Insiders did not
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Committee meeting on December 13, 1
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1345. Insider Causey did not disclo
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Page 519 and 520: (c)On or about December 13, 1999, D
Page 521 and 522: (f)On or about November 12, 1999, D
Page 523 and 524: (i)On or about March 1, 2001, Goss
Page 525 and 526: 1596. Enron’s injuries as describ
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Page 529 and 530: (b) that CSFB, Pyramid I and/or Sph
Page 531: ENRON CORP., et al.,Reorganized Deb
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