Footnote 8

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(f)On or about December 29, 1999, Jim Brown sent a final letter agreement withMerrill Lynch’s $250,000 fee for its role as exclusive advisor in the Nigerian Barge transaction toAndrew Fastow.(g)On or about January 25, 2000, Mark Devito e-mailed Schuyler Tilney,regarding Enron’s appreciation for Merrill Lynch’s assistance in the Nigerian Barge deal and theirindication that it would lead to future business.(h)On or about May 4, 2000, Kira Toone e-mailed Gary Carlin, cc’d to JosephValenti, computing a 15% return on the Nigerian Barge investment.(i)On or about June 13, 2000, Kira Toone e-mailed Alan Hoffman, cc’d toJoseph Valenti and Gerald Haugh, indicating Merrill Lynch’s understanding that it would be takenout of the transaction by June 30, 2000.(j)On or about June 14, 2000, Robert Furst sent a letter to Dan Boyle with copiesto James Brown, J. Tomaselli, William Fuhs, and Geoffery Wilson, providing details of wiringinstructions to buy Merrill Lynch out of the Nigerian Barge deal.(k)On or about June 15, 2000, William Fuhs e-mailed Rob Furst and GeofferyWilson regarding a phone call about Nigerian Barge.(l)On or about June 15, 2000, Kira Toone e-mailed Joseph Valenti with queriesabout LJM2 and buyout timing.(m)On or about June 15, 2000, Joseph Valenti e-mailed Gary Carlin, cc’d to KiraToone, Michael DeBettis, and Gerald Haugh, noting that LJM2 was purchasing Merrill Lynch’sbarge interest, but that Merrill Lynch was still involved in the barges based on its limited partnerinterest in LJM2.(n)On or about June 29, 2000, William Fuhs e-mailed James Brown, informinghim that $7.25 million had been received by Merrill Lynch.604041v1/007457-492-
(o)On or about March 2, 2001, Robert Lyons e-mailed James Brown, regardingpromises of repayment from Andrew Fastow.(p)On or about January 17, 2002, Kira Toone e-mailed Joseph Valenti, regardingthe 15% return.(q)On or about January 18, 2002, Curt Cariddi e-mailed John Devine and JohnFosina, cc’d to Gary Carlin and Joseph Valenti, regarding the role of Merrill Lynch’s funding andthe 15% interest.1580. In connection with the 1999 electricity trades transaction, Merrill Lynch knowinglygave substantial assistance to the Insiders.(a)On or about December 28, 1999, Merrill Lynch Credit Services sent a letteragreement to Enron Power Marketing, Inc., signed by Cliff Baxter and Roger Baum.(b)On or about December 29, 1999, Christine Gonzalez, Ron Rosenberg, JeffKronthal, Keith Jacobson, Robert McCann, Luke Farber, Robert Seitz, Paul Morton, David Lund,Katie Curran, Kate Maloney, Kathleen Lynch, Donna Schloss, George Glaraga, and JohnMcDermott, sent an e-mail to Dan Gordon discussing terms of the 1999 electricity tradestransaction.(c)On or about December 30, 1999, Rob Furst had a phone conversation withRichard Causey regarding Enron’s accounting for the transaction.(d)On or about May 30, 2000, Schuyler Tilney e-mailed Dan Gordon and RobFurst, stating that Merrill Lynch knew that Enron used the power trades to meet 1999 earnings anddiscusses termination of the power trade contracts.(e)On or about May 30, 2000, Dan Gordon e-mailed Schuyler Tilney and RobFurst, regarding Tilney’s May 30, 2000, e-mail about the power trades.604041v1/007457-493-
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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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Chase IX Prepay1356. The Insiders d
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Chase XI Prepay1367. The Insiders d
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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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