PHCC LLC d/b/a Preston Hollow Community Capital; PRESTON HOLLOW CAPITAL, LLC; U.S. BANK TRUST CO., NATIONAL ASSOCIATION, as Indenture Trustee, Appellants in No. 24-3144

COUNTY OF DELAWARE, Appellant in No. 24-3145

Appeal from the U.S. Bankruptcy Court, E.D. Pa. Bankruptcy Judge Ashely M. Chan, No. 22-ap-00084 Before: SHWARTZ, MATEY, and SCIRICA , Circuit Judges Argued: Sep. 30, 2025; Filed: Jul. 17, 2026

MATEY, Circuit Judge . After decades of economic turmoil, the city of Chester, Pennsylvania declared bankruptcy in 2022. Before filing, the City pledged several revenue streams to creditors who argue their liens survive the bankruptcy. Since Page 2some of the proceeds of those streams might constitute conveyed property acquired by Chester “after the commencement of the case,” 11 U.S.C. § 552(b)(1), we will remand in part for a closer consideration of the creditor’s contracts.

Chester is a financially distressed municipality in Delaware County, Pennsylvania that, for the past thirty years, has been under financial oversight by the Commonwealth. Along the way, Chester pursued several projects aimed at reversing its fiscal fortunes. They did not, and those ventures are the source of this controversy. We begin by summarizing the deals.

1. In 1989, Chester and Delaware County entered into a “Host Community Agreement” with Westinghouse Electric Corporation to develop a trash incinerator (or, more formally, a “resource recovery facility” ). Under that Agreement, Westinghouse's assigneeCovanta Delaware Valley, L.P. — pays Chester fees (the “Host Community Revenues”) based on the volume of trash processed, originally in the amount of $2.50 per ton of solid waste processed at the facility, and not less than $2 million per year.

Next, in 2008, Chester welcomed Harrah’s Philadelphia Casino and Racetrack and the following three cash flows:

First, under Pennsylvania's Race Horse Development and Gaming Act (the “Gaming Act”), Chester is entitled to a “slot machine license operation fee” of “$10,000,000 annually, less any amount up to $5,000,000 received pursuant to a Page 3written agreement with a licensed gaming entity' (the 'Slot Machine Revenues”), payable quarterly from the Pennsylvania Department of Revenue.⁴ Pa. C.S. § 1403(c)(3)(iii).¹

Second, also under the Gaming Act, Chester is entitled to payments equal to half of 2% of Harrah’s daily gross table gaming revenue (the 'Table Game Revenues').⁴ Pa. C.S. § 13A63(c)(2); (f). Like the Slot Machine Revenues, the Table Game Revenues are paid to the Pennsylvania Department of Revenue, which sends Chester a quarterly distribution. Id. § 13A63(c).

Third, separately from the Gaming Act, Chester and Harrah ’s agreed that Chester would receive a sum based on the casino’s monthly gross revenue from table games and slot machines (the “Additional City Consideration”). This agreement includes a “Credit Toward Statutory Minimum” 2 allowing the Page 4Additional City Consideration to count toward the $10 million Harrah’s must pay for the Slot Machine Revenues, but only if the casino’s “annual gross [slot machine] revenue is an amount less than $10,000,000.” App. 1527.³

1. 2. In 2009, Chester announced plans to build a new stadium for a professional soccer team and enacted the “2009 Ordinance, ” allowing the City to incur debt and contribute funds to Delaware County. The 2009 Ordinance directed Chester to “make a contribution to the County . . . in accordance with the terms and provisions of a Contribution Agreement.” App. 842. Section 6 of the 2009 Ordinance purportedly 'irrevocably pledge[d]' the Slot Machine Revenues to the County and granted the County a security interest in those revenues. App. 844. Delaware County also entered into a purchase agreement with Citigroup Global Markets, Inc. for $28,595,000 in bonds (the “2009 Bonds”).
2. 3. Finally, in 2009, Chester and Delaware County executed the Contribution Agreement that, under the 2009 Ordinance, secured Delaware County’s interest in the Slot Machine Revenues. Section 4.01 of the Contribution Agreement states that “the City hereby pledges and grants to the County a security interest in and to all such [Slot Machine] Revenues.” App.

Page 5497. On February 18, 2009, Delaware County perfected its interest by filing a Financing Statement.

Slots and soccer did not turn the tide, and Chester continued its fiscal fall. So in 2017, the City enacted another Ordinance (the “2017 Ordinance”) authorizing additional debt in newly issued bonds. Section 6 of the 2017 Ordinance purported to 'irrevocably pledge[]' the Slot Machine Revenues, Table Game Revenues, and Host Community Revenues “for the payment of . . . the Bonds,” and granted a “security interest in and to all such” revenue strea ms. App. 520. Section 17 of the 2017 Ordinance mandated the creation of a Trust Indenture with U.S. Bank Trust Company, N.A. (“U.S. Bank”) as Trustee “under which the Bonds will be issued and secured.” App. 523. Chester subsequently issued two series of bonds for a total original principal of $19,210,000 (the “2017 Bonds”). The sole holder of the 2017 Bonds is Preston Hollow.⁴

Chester and U.S. Bank executed the Trust Indenture in 2017. In addition to the Slot Machine Revenues, the Table Game Revenues, and the Host Community Revenues, the Indenture included a fourth stream: the Additional City Consideration (collectively, the “Pledged Revenues”). Section 5.01 of the Trust Indenture mandated that the “[Pledged] Revenues . . . are hereby pledged and a security interest is therein granted.”Page 6 App. 545. U.S. Bank then perfected its interest by filing a Financing Statement.

Per Section 5.02 of the Trust Indenture, funds from the Pledged Revenues — received from the Pennsylvania Department of Revenue (for the Slot Machine Revenues and the Table Game Revenues), Covanta Delaware Valley L.P. (for the Host Community Revenues), and H arrah’s (for the Additional City Consideration) — were to be placed in a Revenue Fund controlled by U.S. Bank. After obligations to more senior creditors were satisfied, funds from the Revenue Fund were transferred into two a ccounts to satisfy Chester’s ob ligations for the 2017 Bonds. When the money in those accounts exceeded the amount due for Chester's bond obligations , Trust Indenture Section 5.02(e) provided that “any [excess] Pledged Revenues or other funds deposited in the Revenue Fund or any account thereof shall be transferred to the City to an account specified in writing thereby.' App. 546. U.S. Bank's practice was to seek a 'direction letter' from Chester before wiring these Excess Funds.

In the end, none of these projects were sufficient to stave off insolvency. Following a declaration of fiscal emergency, Chester was placed into receivership. On November 10, 2022 (the “Petition Date”), the City’s receiver filed for Chapter 9 bankruptcy, and commenced an adversary proceeding against Preston Hollow, Delaware County, and U.S. Bank (collectively, the 'Creditor Defendants'). The Revenue Fund on that date amounted to $4,445,242.41. On February 21, 2023, pursuant to a consent order, U.S. Bank distributed $1,000,000 of the Revenue Fund to Chester and $2,000,000 to creditors Page 7including Preston Hollow and Delaware County. This left $1,445,242.41 in Excess Funds — a sum which remains disputed by the Parties (the “Disputed Excess Funds”). Additionally, on the Petition Date, the City was owed $1,360,845.07 in Pledged Revenues — $1,287,141.85 from the Pennsylvania Department of Revenue and $73,703.22 from Harrah’s (the “Pre -Petition Accruals”).

The parties moved for summary judgment. Preston Hollow and U.S. Bank (the 'Bond Parties') jointly argued that Section 552(a) does not cut off their liens on the post-petition Pledged Revenues because: (1) the 2017 Ordinance created an exempted statutory lien; (2) the Pledged Revenues are exempted “proceeds”; and (3) certain of the Pledged Revenues are exempted “special revenues.” The Bond Parties also argu ed that U.S. Bank properly refused to transfer the Disputed Excess Funds to Chester after the Petition Date. Finally, the Bond Parties argued that the Pre-Petition Accruals, although they had not yet been paid out to Chester, were pre-petition property subject to liens. Delaware County argued that its lien on the Slot Machine Revenues similarly was not cut off by Section 552(a).

The Bankruptcy Court ruled that while the Creditor Defendants had properly perfected their interests, Section 552(a) cut off all liens on the Pledged Revenues. In re City of Chester , 655 B.R. 555, 568 – 76 (Bankr. E.D. Pa. 2023). The Bankruptcy Court also ruled that the Trust Indenture obligated U.S. Bank Page 8to transfer the Disputed Excess Funds to Chester. Id. at 565 – 67. This appeal followed.⁵

The Bond Parties and Delaware County both argue that their liens were created solely by the 2009 and 2017 Ordinances, making them “ statutory liens ” that survive Chester’s bankruptcy filing. We disagree, as t he Creditor Defendants' liens, while authorized by the two Ordinances, depend on the contractual Contribution Agreement and Trust Indenture to have effect.

“ The Bankruptcy Code recognizes three types of liens: judicial, statutory, and consensual.” Graffen v. City of Phila. , 984 F.2d 91, 96 (3d Cir. 1992). A consensual lien is a security interest “created by an agreement '-that is, a contract.¹¹ U.S.C. § 101(51). A statutory lien is a “lien arising solely by force of a statute on specified circumstances or conditions . . . whether or not statutory, but does not include security interest Page 9or judicial lien, whether or not such interest or lien is provided by or is dependent on a statute and whether or not such interest or lien is made fully effective by statute.” Id. § 101(53) (emphasis added). It “arises automatically and is not based on an agreement.' In re Schick , 418 F.3d 321, 323 (3d Cir. 2005) (citation omitted); see also In re Lionel Corp. , 29 F.3d 88, 94 (2d Cir. 1994) (“[L] iens that come into being as a result of statutory operation, without consent or judicial action, are ‘ statutory liens. ’” ). The Bankruptcy Code’s “definition of statutory lien . . . specifically excludes [consensual liens] . . . even in those cases where the [consensual lien] . . . is dependent upon the existence of the statute to be fully effective.” In re Rones , 531 B.R. 526, 530 (Bankr. D.N.J. 2015), rev'd in part on other grounds , 551 B.R. 162 (D.N.J. 2016).

Statutory liens can survive bankruptcy filings, while consensual liens usually cannot. Subject to several exclusions, see 11 U.S.C. § 552(b), “ property acquired by the estate or by the debtor after the commencement of the case is not subject to any lien resulting from any security agreement entered into by the debtor before the commencement of the case ,” id. § 552(a) (emphasis added). “ As the text of [the] provisio[n] makes clear, the general rule of section 552(a) . . . appl[ies] only to a ‘ lien resulting from [a] security agreement. ’ [It does not] appl[y] to statutory liens. ' In re Fin. Oversight & Mgmt. Bd. for P.R. , 899 F.3d 1, 7 (1st Cir. 2018) (citation omitted).

Contrary to the Creditor Defendants' assertions, their liens do not arise solely from statute.⁶ True, Section 6 of thePage 10 2009 Ordinance and Section 6 of the 2017 Ordinance both contain lien-creating language, but so do the Contribution Agreement and the Trust Indenture. Section 4.01 of the Contribution Agreement establishes that Chester “hereby pledges and grants to the County a security interest in and to all such [Slot Machine] Revenues.' App. 497. Similarly, Section 5.01 of the Trust Indenture mandates that “[t]he Revenues . . . to be held or set aside pursuant to this Indenture by the Trustee . . . are hereby pledged and a security interest is therein granted.” App. 545. Indeed, the liens contemplated in the 2009 and 2017 Ordinances depend on the subsequent lien-creating language in the Contribution Agreement and the Trust Indenture. In the recitals and in Section 4 of the 2009 Ordinance, agents of the City are “directed to execute . . . the Contribution Agreement,” App. 843 , and the City’s contribution must be made “in accordance with the terms and provisions of [that] Contribution Agreement.” App. 842. Section 17 of the 2017 Ordinance “ authorize[d] the execution and delivery of . . . the Trust Indenture' under which the 2017 Bonds 'will be issued and secured.” App. 523. Further, an Amendment to the 2017 Ordinance provides that the Trust Indenture may “remove” any revenue streams from the Pledged Revenues “if necessary or desirable.” App. 528. And the 2017 Ordinance only contemplates a lien upon three revenue streams, while the Trust Indenture ultimately grants a lien upon a fourth: the Additional City Consideration.

Page 11As the Bankruptcy Court correctly explained , 'the [2009] Ordinance's operative force is inherently dependent upon the substance of the Contribution Agreement,” Chester , 655 B.R. at 571, and “[t]he efficacy of the 2017 Ordinance is wholly dependent on the existence of the Trust Indenture, ” id. at 570. “The Trust Indenture defines the form and term of the 2017 Bonds, issue of obligations owed, redemption of the 2017 Bonds, the collateral securing payment of the 2017 Bonds, and all other key characteristics of the transaction,” id. , while “the Contribution Agreement details the form and nature of the City’s payment pledge to Delaware County, serves as the security agreement pledging the Harrah’s Revenues to Delaware County, and includes a schedule of contribution payments to be made by the City, ” id. at 571.

The Bankruptcy Code also allows liens on “special revenues,” including “special excise taxes,” to persist past bankruptcy filings.¹¹ U.S.C. §§ 902(2)(B), 928(a). The Creditor Defendants argue that the Slot Machine Revenues and the Table Game Revenues arise from special excise taxes and so survive the Petition Date.⁷ But the Bankruptcy Court correctly found that the Slot Machine Revenues and the Table Games Revenues arise not from taxes, but from fees, as the former isPage 12 “payment in exchange for a privilege not shared by others” for the operation of slot machines, and the latter “ultimately relates to the individual privilege only applicable to certain individual entities of holding a certificate to operate table games.” Chester , 655 B.R. at 576. For that reason, neither survives discharge.

The obligations in the Slot Machine Revenues and the Tables Games Revenues are created by state law, so we first look “ to that law to ascertain its attributes so that the court can determine its characterization under federal bankruptcy law,” though ultimately 'a court determines under federal law whether an obligation is a 'tax' for bankruptcy purposes.' In re United Healthcare Sys., Inc. , 396 F.3d 247, 252 (3d Cir. 2005). The Slot Machine Revenues arise from an obligation of Harrah’s (and other casinos) to pay a sum to the Pennsylvania Department of Revenue “equal to 20% of the slot machine license fee paid at the time of issuance.” 4 Pa. C.S. § 1326.1. The se monies are then transferred to Chester. Id . § 1403(c)(3)(iii). It is these revenues that Chester has pledged to the Creditor Defendants as the Slot Machine Revenues. Concerning the Table Games Revenues, Harrah’s must, “in addition to” a separate “table game ta[x],” pay a “local share assessment” into an “account established within the [state gaming] fund.” 4 Pa. C.S. § 13A63(a). This local share assessment is then conveyed to Chester by the Pennsylvania Department of Revenue. Id . § 13A63(c)(2). These are the revenues that Chester has pledged to the Bond Parties as the Table Game Revenues.

The Creditor Defendants cannot show that the statutes creating the Slot Machine Revenues and Table Games Revenues would generally be considered “taxes” under Pennsylvania law. The relevant statutes refer (directly or indirectly) to Page 13fees, not taxes. Sections 1326.1 and 1403(c)(3)(iii), from which the Slot Machine Revenues arise, refer to a “slot machine license operation fee.” Additionally, a separate “slot machine tax” exists at 4 Pa. C.S. § 1403(b). Section 13A63(a), from which the Table Game Revenues arise, distinguishes the sum it obligates from a separate 'tax . . . relating to table game[s]” at 4 Pa. C.S. § 13A62. “Although labels may not be dispositive, the statutory text actually chosen by the legislature is the best yardstick of the legislature’s intent.” Tex. Ent. Assoc., Inc. v. Hegar , 10 F.4th 495, 506 (5th Cir. 2021) (evaluating whether a given charge was a “fee” or “tax”) . 8

While state law is not dispositive because it only helps “ascertain” whether an obligation is a tax under federal law, City of New York v. Feiring , 313 U.S. 283, 285 (1941), federal law is consistent with Pennsylvania’s labelling of these charges as fees . “ A tax is a pecuniary burden laid upon individuals or property for the purpose of supporting the government.' United States v. Reorganized CF & I Fabricators of Utah, Inc. , 518 U.S. 213, 224 (1996) (quoting New Jersey v. Anderson , 203 U.S. 483, 492 (1906)). Conversely, a “ charge is a ‘ fee ’ . . . when it is for a ‘ benefit ’ granted to the payor that is ‘ not shared by other members of society. ’” F.C.C. v. Consumers’Page 14 Research , 606 U.S. 656, 678 (2025) (quoting Nat’l Cable Television Ass'n, Inc. v. United States , 415 U.S. 336, 341 (1974)). Here, Harrah’s pays the Slot Machine Revenues and the Table Games Revenues for a benefit — operating slot machines and table games — not shared by other members of society.⁹ The Slot Machine Revenues and the Table Game Revenues thus arise from fees.¹⁰

Page 15The Creditor Defendants argue that the Bankruptcy Court incorrectly held that their security interests do not include “proceeds” that could survive the bankruptcy . The Bankruptcy Court’s decision referred to language in the Trust Indenture that conveyed the City’s interest in all Pledged Revenues “to be received.” Chester , 655 B.R. at 572. But the Trust Indenture also contains a Granting Clause conveying more than an interest in Pledged Revenues “to be received.” Moreover, there are material differences between the conveyances in the Trust Indenture and the Contribution Agreement. Accordingly, we will remand to the bankruptcy court to consider the issue of proceeds in light of this language.

A.

Recall that Section 552(a) establishes the general rule that property acquired by a debtor after a bankruptcy filing “is not subject to any lien resulting from any security agreement entered into by the debtor before the commencement of the case.” Section 552 also creates an exception for “proceeds” of “property of the debtor acquired before the commencement of the case' if the debtor's security interest contemplates such proceeds and the proceeds are recognized by “applicable nonbankruptcy law.” 11 U.S.C. § 552(b) (1).

As defined by applicable nonbankruptcy law — here, the Uniform Commercial Code, as adopted by Pennsylvania 11 —Page 16 'proceeds' must arise out of some collateral.¹³ Pa. C.S. § 9102. This includes, for example, “[w]hatever is acquired upon the sale . . . of collateral” and “[w]hatever is collected on . . . account of collateral.' Id. For instance, proceeds may be “cash or stock dividends distributed on account of securities . . . that [are] original collateral.” UCC § 9-102 cmt. 13(a).

The Bankruptcy Court concluded that neither of the Creditor Defendants’ security interests extended to “proceeds” for the purposes of Section 552(b)(1) because they did not convey any collateral separate from the Pledged Revenues themselves. Chester , 655 B.R. at 572. But there are differences between the Contribution Agreement and the Trust Indenture. The Contribution Agreement guaranteed that “the City hereby pledges and grants to the County a security interest in and to all such [Slot Machine] Revenues, ” App. 497, yet the Granting Clause of the Trust Indenture assigns to U.S. Bank “a security interest in all of the right, title and interest of the City in and to the [Pledged] Revenues, ” App. 535 (emphasis added).¹²

While some bankruptcy decisions state that an interest in a revenue stream categorically does or does not come with Page 17an attendant right to payment separate from the stream itself, 13 the correct approach is fact-intensive: 14 Did the security agreement actually convey a right to be paid , or did only it convey the revenue itself? Two cases which consider both sides of the issue help our analysis.

Page 18In Smoker v. Hill & Associates , an insurance salesman settled a state court lawsuit by pledging away his commissions, assigning “all of Smoker’s right, title, and interest in and to all commissions, moneys, and proceeds . . . now due or that may hereafter become due to Smoker in connection with placement, sale, or brokering of insurance contracts, policies, or products.” 204 B.R. 966, 968 – 69 (N.D. Ind. 1997). When Smoker later declared bankruptcy, the bankruptcy court held that “while the insurance commissions are postpetition property of the debtors’ estate, they nonetheless fall within the exception set forth in § 552(b).” Id. at 973.

Smoker was distinguished by In re Kizis , 238 B.R. 89 (Bankr. M.D. Pa. 1999). A debtor — again an insurance salesman — secured a bank loan with the commissions that he earned on policy renewals. Id. at 90. The security agreement defined this “Collateral” as “Guardian General Agency Renewal Account,” and guaranteed the bank “a security interest in the Collateral . . . [and] all present and future products of Collateral and all present and future Proce eds of Collateral.” Id. at 91. When the debtor went bankrupt, the Bankruptcy Court decided “the Bank’s security interest in renewal commis sions was cut off by the filing of the bankruptcy as contemplated by 11 U.S.C. § 552(a) [and the] exceptions as contained in subsection 552(b) do not apply.” Id. at 94. The court compared the language of this security agreement to the collateral assignment in Smoker and ruled that “the collateral subject to the security interest is in the renewal commissions themselves and not in the Debtor’s prepetition contractual right to receive those commissions as in the Smoker case,” as “[t]he language found in . . .

Page 19the [s]ecurity [a]greement . . . is unambiguous and contemplates only commissions as collateral.” Id.

The conveyance in the Contribution Agreement is like the language in Kizis . It does not contemplate any intangible right to payment distinct from the revenues themselves, only an “interest in and to such . . . Revenues . ” App. 497. By this logic, there would be no “collateral” distinct from the revenues from which proceeds could be derived.¹⁵ Conversely, the Granting Clause of the Trust Indenture is functionally identical to that in Smoker because it “assign s forever a security interest in all of the right, title and interest of the City in and to the [Pledged] Revenues,” App. 535, and so appears to contemplate an interest in a right to payment that is distinct from an interest in the Pledged Revenues themselves. This would establish a separate collateral, the proceeds of which would survive the Petition Date. But in the proceedings below, the Bankruptcy Page 20Court only considered the language in the Trust Indenture that granted U.S. Bank a right in future amounts “to be received” from the Pledged Revenues. Chester , 655 B.R. at 572. It did not consider the language of the Granting Clause. See id.

That distinction may make a difference, and we will remand for the Bankruptcy Court to consider whether the Granting Clause of the Trust Indenture conveyed U.S. Bank a right to payment from which proceeds may be derived. And the Bankruptcy Court should also consider how the differing language of the Contribution Agreement may affect the interest conveyed to Delaware County. It may be that neither Delaware County nor the Bond Parties are entitled to any proceeds — even if one or both was conveyed a right to payment from which proceeds may be derived — because those proceeds were indeterminate at the time of the bankruptcy filing. See In re Fin. Oversight & Mgmt. Bd. for P.R. , 385 F.Supp.3d 138, 150 (D.P.R. 2019) (' Until the post-petition computations [were] performed based upon post-petition facts, the receivable . . . [did] not exist.'). As the Bankruptcy Court noted, “[t]he future receipt of Pledged Revenues necessarily depends on future payments from Covanta and Harrah’s, which depend in turn on the amount of waste collected by Covanta and the volume of activity conducted at Harrah's following the Petition Date.' Chester , 655 B.R. at 573 n.10. We leave it to the Bankruptcy Court to determine whether the resolution of this issue would moot any disagreement over the interests conveyed to Delaware County and the Bond Parties.¹⁶

Page 21Finally, the Bond Parties 17 argue that the Bankruptcy Court improperly ordered the transfer of the Disputed Excess Funds — the $1,445,242.41 left over in the Revenue Fund after the last disbursement of Pledged Revenues to Preston Hollow and Delaware County — to Chester. They are incorrect. Section 5.02(e) of the Trust Indenture mandates that '[o]nce the amounts on deposit . . . equal the principal and interest due on the 2017 Bonds on the next succeeding Interest Payment Date . . . any Pledged Revenues or other funds deposited in the Revenue Fund or any account thereof shall be transferred to the City[.]” App. 546 (emphasis added). The Trust Indenture thus mandates the transfer of Excess Funds to Chester as soon as the Pledged Revenues satisfy Chester’s obligations on the 2017 Bonds. See Atkinson v. LaFayette Coll. , 460 F.3d 447, 452 (3d Cir. 2006) (“Where the language is clear and unambiguous, the express terms of the contract will control.”).¹⁸

* * *

Page 22For the foregoing reasons, we will AFFIRM the Bankruptcy Court on the issues of statutory liens, special revenues, and the transfer of the Disputed Excess Funds. We will REMAND on the issues of proceeds and the Pre-Petition Accruals.

Counsel for Appellants PHCC LLC d/b/a Preston Hollow Community Capital; Preston Hollow Capital, LLC; and U.S. Bank Trust Company, N.A. Nathan Coco [Argued] Kaitlin D. Martin Emily Kanstroom Musgrave MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

Mark D. Taticchi FAEGRE DRINKER BIDDLE & REATH LLP

Counsel for Appellant U.S. Bank Trust Company, N.A. David E. Lemke Hannah L. Berny HOLLAND & KNIGHT LLP

Counsel for Appellant County of Delaware Page 23Nicholas M. Engel [Argued] David B. Smith SMITH KANE HOLMAN, LLC

Counsel for Appellee City of Chester, Pennsylvania Matthew A. Hamermesh [Argued] HANGLEY ARONCHICK SEGAL PUDLIN & SCHILLER

Counsel for Amicus Appellee Official Committee of Retired Employees of the City of Chester Pennsylvania Robert D. Gordon BOIES SCHILLER FLEXNER LLP