Footnote 8

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(a)On or about September 19, 2001, James Moran, David Koczan, Osmar Abib,Brian McCabe, and John Donovan sent a Memorandum to Robert O’Brien, David Maletta, and EdDevine, with copies to Bayo Ogunlesi, Bob Jeffe, Dominic Capolongo, Jamie Welch, and PaulDavis, regarding Enron’s request for the Nile proposal.(b)On or about September 24, 2001, James Moran, David Koczan, Osmar Abib,Brian McCabe, and John Donovan sent a Memorandum to Robert O’Brien, David Maletta, and EdDevine, with copies to Bayo Ogunlesi, Bob Jeffe, Dominic Capolongo, Jamie Welch, and PaulDavis, regarding the Project Nile proposal.(c)On or about October 10, 2001, James Moran and David Koczan sent aMemorandum to Robert O’Brien, David Maletta, and Ed Devine regarding an amendment to theNile Transaction.1584. In connection with the Nikita transaction, CSFB knowingly gave substantialassistance to the Insiders.(a)On or about September 24, 2001, James Moran, David Koczan, Osmar Abib,Brian McCabe, and John Donovan sent a Memorandum to Robert O’Brien, David Maletta, EdDevine, Bayo Ogunlesi, Bob Jeffe, Dominic Capolongo, Jamie Welch, and Paul Davis regarding theNikita transaction proposal.(b)On or about October 10, 2001, James Moran and David Koczan sent aMemorandum to Robert O’Brien, David Maletta, and Ed Devine regarding a proposed amendmentto Project Nikita.Toronto Dominion1585. In connection with the December 1998 prepay transaction, Toronto Dominionknowingly gave substantial assistance to the Insiders.604041v1/007457-496-
(a)On or about December 12, 1998, Victor Huebner forwarded an e-mailreceived from Robyn Zeller to Tom Spencer, Barry Dennis, Phillip Chiarmamonte, Shane Akeroyd,David Silverstein, Peter Cody, Betty Chiang, Susan Moore, and Dan Carr specifying the frameworkfor the December 1998 prepay transaction and discussing remaining open issues.(b)On or about December 13, 1998, David Silverstein sent an e-mail to VictorHuebner, Barry Dennis, Diana Sajer, Robyn Zeller, Betty Chiang, Julian Bott, and Peter Codyregarding a requested increase in the amount of the facility contemplated in the December 1998prepay transaction.(c)On or about December 23, 1998, Douglas Jones sent an e-mail to Dan Carr,Peter Cody, Betty Chiang, Sinan Akdeniz, Danny Elias and Julian Bott regarding the details of hisconversation on that same date with employees of Chase Manhattan Bank, as counter party to theDecember 1998 prepay transaction.(d)On or about December 26, 1998, Robyn Zeller sent an e-mail to Barry Dennis,David Silverstein, Julian Bott, Victor Huebner, Mike MacBain, Shane Akeroyd, Joseph Hegener,Eric Girom, Todd Hargarten, Peter Cody, Betty Chiang, Phillip Chiarmamonte, Anne MarieFavoriti, Warren Finlay and Douglas Jones confirming the terms and conditions of the December1998 prepay transaction.1586. In connection with the Truman Prepay and the refinancing of the prepay, known asthe Jethro Prepay, Toronto Dominion knowingly gave substantial assistance to the Insiders.(a)On or about June 24, 1999, Douglas Jones sent an e-mail to Dan Carrcontaining a diagram of the various swap legs for the June 1999 prepay transaction with Enron andCitibank.(b)On or about June 28, 1999, Danny Elias sent an e-mail to Ann Scullyregarding the imminent execution of the swap contemplated in the June 1999 prepay transaction.604041v1/007457-497-
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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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meetings in and around the time of
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transaction (including a meeting on
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Page 505 and 506: (b)On or about March 27, 1997, Thom
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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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