CASE NO. 3:22-cv-02051-B 

UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

HIGHLAND CAPITAL MANAGEMENT LP 

(Debtor) 

CLO HOLDCO LTD 

(Appellant) 

v. 

MARC KIRSCHNER 

the Litigation Trustee for the Highland Litigation SubTrust 

(Appellee) 

On appeal from the United States Bankruptcy Court for the Northern District of 

Texas, Dallas Division 

REPLY BRIEF 

FILED ON BEHALF OF CLO HOLDCO LTD

Filed by KELLY HART PITRE

Louis M. Phillips (#10505) 

One American Place 

301 Main Street, Suite 1600 

Baton Rouge, LA 70801-1916 

Telephone: (225) 381-9643 

Facsimile: (225) 336-9763 

Email: louis.phillips@kellyhart.com 

Amelia L. Hurt (LA #36817, TX #24092553) 

400 Poydras Street, Suite 1812 

New Orleans, LA 70130 

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Telephone: (504) 522-1812 

Facsimile: (504) 522-1813 

Email: amelia.hurt@kellyhart.com 

KELLY HART & HALLMAN 

Hugh G. Connor II 

State Bar No. 00787272 

hugh.connor@kellyhart.com 

Michael D. Anderson 

State Bar No. 24031699 

michael.anderson@kellyhart.com 

Katherine T. Hopkins 

Texas Bar No. 24070737 

katherine.hopkins@kellyhart.com 

201 Main Street, Suite 2500 

Fort Worth, Texas 76102 

Telephone: (817) 332-2500 

Telecopier: (817) 878-9280

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I. Table of Contents 

I. TABLE OF CONTENTS .................................................................................... I

II. TABLE OF AUTHORITIES .......................................................................... II

III. REPLY IN SUPPORT ..................................................................................... 1

A. Kolstad is not limited to its facts and applies post-confirmation. ......... 2

B. The first prong of the Kolstad test is whether the amended claim 

states a new claim, not whether there were too many prior amendments. ............. 7

C. The sole incidence of prejudice identified by the Bankruptcy Court 

is that the Second Amended Proof of Claim set forth a frivolous claim. .............. 9

(a) A cancellation is a disposition. .............................................................10

(b) The offset Highland received from the disposition of the Highland 

Crusader Interests is a proceed of a disposition. ...........................................11

(c) There is no prejudice of amendment. ....................................................13

IV. CONCLUSION .............................................................................................. 14

V. CERTIFICATE OF COMPLIANCE ............................................................ 14

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II. Table of Authorities 

 Page(s) 

Cases 

Matter of Alliance Operating Corp., 

60 F.3d 1174 (5th Cir. 1995) ................................................................................ 8 

In re Ben Franklin Hotel Associates, 

186 F.3d 301 (3d Cir.1999) .............................................................................. 3, 5 

Christopher v. SmithKline Beecham Corp., 

567 U.S. 142, 132 S. Ct. 2156, 183 L. Ed. 2d 153 (2012) ................................. 10 

In re Coastal Plains, 

179 F.3d 197 (5th Cir.1999) ............................................................................... 14 

In re Dortch, 

No. 07-45041-DML-13, 2009 WL 6764538 (Bankr. N.D. Tex. 

Dec. 1, 2009) ..................................................................................................... 2, 3 

In re Entergy New Orleans, Inc., 

No. 05-17697, 2008 WL 2789313 (Bankr. E.D. La. July 17, 2008) ................ 2, 9 

Garner v. Knoll, Inc. (In re Tusa-Expo Holdings, Inc.), 

811 F.3d 786 (5th Cir. 2016) .............................................................................. 12 

Graham v. Huntington Nat'l Bank (In re Medcorp. Inc.), 

472 B.R. 444 (Bankr. N.D. Ohio 2012) .............................................................. 12 

In re Heritage Org., L.L.C., 

No. 04-35574-BJH-11, 2006 WL 6508477 (Bankr. N.D. Tex. Jan. 

27, 2006), aff'd sub nom. Wilferth v. Faulkner, No. 3:06 CV 510 ....................... 8 

Holstein v. Brill, 

987 F.2d 1268 (7th Cir. 1993) .............................................................................. 4 

In re Koldstad, 

928 F.2d 171(5th Cir. 1991) ................................................................... 1, 4, 6, 14 

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Midland Cogeneration Venture L.P. v. Enron Corp. (In re Enron 

Corp.), 

419 F.3d 115 (2d Cir.2005) .................................................................................. 6 

In re Sanchez Energy Corp., 

No. 19-34508, 2022 WL 2912076 (Bankr. S.D. Tex. July 22, 2022) .......... 11, 12 

Stripling v. Jordan Prod. Co., LLC, 

234 F.3d 863 (5th Cir. 2000) ................................................................................ 9 

Matter of Waindel, 

65 F.3d 1307 (5th Cir. 1995) ................................................................................ 7 

In re Walker, 

526 B.R. 187 (E.D. La. 2015) ............................................................................... 2 

In re Waterscape Resort, LLC, 

520 B.R. 424 (Bankr. S.D.N.Y. 2014) .............................................................. 5, 6 

In re Winn-Dixie Stores, Inc., 

639 F.3d 1053 (11th Cir. 2011) .................................................................... 3, 4, 5 

In re Wright, 

545 B.R. 541 (Bankr. S.D. Tex. 2016) ............................................................... 12 

Statutes 

Uniform Commercial Code, § 9.609(b) ................................................................... 12 

Other Authorities 

FED. R. CIV. P. 12(6) .................................................................................................. 9 

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III. Reply in Support 

The Trustee attempts to shoehorn the Bankruptcy Court’s analysis into the 

dual considerations of Kolstad merely because the Bankruptcy Court mentioned

Kolstad.

1

 The Trustee argues that “the Bankruptcy Court expressly considered 

Kolstad, finding it to be ‘indeed of relevance,’ ROA 002669, and recogniz[ed] that 

Kolstad mandates the application of “the Court’s discretion,” see, e.g., ROA 

002664.”2 But Kolstad does more than mandate a court’s discretion when 

considering whether to permit a post-bar date amendment, it provides the dual 

considerations that must guide the court’s discretion. 928 F.2d 171, 176 n. 7 (5th 

Cir. 1991) (explaining that the appropriate inquiry whether: (1) whether the claimant 

was attempting to assert a “new” claim that could not have been foreseen from the 

earlier claim; and (2) the amount of prejudice, if any, caused by the delay). 

But rather than applying these mandated considerations, the Bankruptcy Court 

found that the fact pattern before it was a factually “different situation than the 

Kolstad opinion,” and therefore, the Bankruptcy Court declined to properly apply 

either prong of Kolstad. And while Kolstad indeed may be factually dissimilar to 

this case (although as discussed herein, not meaningfully so), the Kolstad test is the 

1 Original Brief of Appellee [Dkt. No. 15] (the “Appellee Brief”), p. 18. 

2 Appellee Brief, p. 18. 

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law of the circuit to be applied when considering whether to permit a post-bar date 

amendment to a proof of claim. In re Entergy New Orleans, Inc., No. 05-17697, 

2008 WL 2789313, at *3 (Bankr. E.D. La. July 17, 2008); In re Walker, 526 B.R. 

187, 190 (E.D. La. 2015) ([Kolstad] “has not been overruled or otherwise modified 

by the U.S. Court of Appeals for the Fifth Circuit and this Court is bound to follow 

it.”). 

A. Kolstad is not limited to its facts and applies post-confirmation. 

The Trustee takes the position that the Bankruptcy Court’s opinion 

“necessarily” satisfied Kolstad,

3

 but simultaneously argues that the dual 

considerations of Kolstad are not mandated.4 The Trustee then points to the facts 

that (i) the debtor filed the original claim in Kolstad; (ii) because the debtor listed 

the claim as disputed, creditors and the debtor could not have been surprised by the 

amendment; and (iii) the amendment occurred pre-confirmation5 as being sufficient 

factual dissimilarities to rely upon In re Dortch, No. 07-45041-DML-13, 2009 WL 

3 Appellee Brief, p. 24 (the Bankruptcy Court’s Reasoning Necessarily Satisfies the Two 

Questions Laid Out in Kolstad). 

4 Appellee Brief, p. 20. 

5 Appellee Brief, p. 20-21. 

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6764538, (Bankr. N.D. Tex. Dec. 1, 2009) and In re Winn-Dixie Stores, Inc., 639 

F.3d 1053 (11th Cir. 2011) instead of Kolstad.

6

But neither Dortch nor Winn-Dixie involve debtors filing proofs of claim nor 

a finding as to whether creditors or the debtor felt surprised by an amendment. 

Instead, the only commonality between Dortch, Winn-Dixie, and the facts before the 

Bankruptcy Court is that the amendment to the proof of claim occurred postconfirmation. Based on this post-confirmation posture the Dortch and Winn-Dixie

courts adopted a heightened standard for amendments post-confirmation that 

requires a creditor demonstrate “compelling circumstances.” Winn-Dixie., 639 F.3d 

at 1056; Dortch, 2009 WL 6764538 at *1. 

As briefed in CLO Holdco’s Appellant Brief,7 this heightened standard for 

post-confirmation amendments to proofs of claims has never been adopted by the 

Fifth Circuit and has been expressly rejected by others. In re Ben Franklin Hotel 

Associates, 186 F.3d 301, 309 (3d Cir.1999) (affirming bankruptcy court's 

application of relation back test to post-confirmation amendment). And as further 

explained, there is no reason to displace the Kolstad analysis post-confirmation. 

This is because courts justify adopting a heightened standard post-confirmation 

6 Appellee Brief, 22. 

7 Capitalized terms not otherwise defined herein take their meaning from the Original Brief 

of Appellant [Dkt. No. 13] (the “Appellant Brief”). 

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because of the prejudice which could result from allowing an amendment postconfirmation. See, e.g., Holstein v. Brill, 987 F.2d 1268, 1270–71 (7th Cir. 1993) 

(“[P]ost-confirmation amendments . . . may throw monkey wrenches into the 

proceedings, making the plan infeasible or altering the distributions to remaining 

creditors”); Winn-Dixie Stores, 639 F.3d at 1056 (“[A]mendment of a creditor’s 

claim after confirmation of a plan can render a plan infeasible or alter the distribution 

to other creditors”). But under the Fifth Circuit’s Kolstad test, which requires courts 

to consider “the degree and incidence of prejudice, if any, caused by [the 

creditor]’s delay,” that concern is already addressed. Kolstad, 928 F.2d at n.7) 

(emphasis added). 

Remarkably, the Trustee interprets the fact that Kolstad already instructs 

courts to consider the prejudice of an amendment to support the adoption of a 

different for amendments standard post-confirmation.8 But if the Fifth Circuit’s 

current applicable law requires courts to consider the prejudice of amendments 

(regardless of confirmation), then it cannot be that the law must be changed to 

account for prejudice of amendments post-confirmation. Kolstad, already requires 

courts to consider prejudice; so there is simply no reason to displace this standard 

required by Fifth Circuit law to amendments post-confirmation. 

8 Appellee Brief, p. 21. 

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In In re Waterscape Resort, LLC, the debtor raised a similar argument for a 

heightened standard for amending a proof of a claim post-confirmation. 520 B.R. 

424, 428 (Bankr. S.D.N.Y. 2014). The debtor, citing to Winn-Dixie, argued that 

post-confirmation, the claimant was required to show a compelling reason for 

amendment. Id. at 432. The court noted the usual two-step inquiry when considering 

the allowance of post-bar date amendments, which in the Second Circuit is identical 

to that of Kolstad. Id. at 434 (citing Midland Cogeneration Venture L.P. v. Enron 

Corp. (In re Enron Corp.), 419 F.3d 115, 133 (2d Cir.2005)). The court cited the 

split in circuit law between the Eleventh Circuit in Winn-Dixie and the Third Circuit 

in Ben Franklin Hotel Associates. Id. The Second Circuit, like the Fifth Circuit, 

had not yet weighed in on the split, and also just like the Fifth Circuit, already 

instructed courts to consider the prejudice of amendment, regardless of whether 

confirmation had occurred. So the Waterscape court ultimately concluded that: 

[T]he rationale for requiring [the creditor] to show “compelling 

circumstances” is missing. The Plan did not discharge [the] claims, and 

distribution on its allowed claim [was insufficient]. Nor will the 

amendment disrupt the claims resolution process; the only claim left to 

resolve in this Court is [the creditor’s] claim. In short, the confirmation 

of the Plan lacked the finality that the “compelling circumstances” test 

is designed to foster. 

Most important, [the debtor] has never contended that the 

assertion of the punitive damage claim will disrupt the Plan or 

threaten its ultimate consummation. ... 

Accordingly, [the creditor’s] motion must be judged under the two-step 

analysis discussed in Enron... 

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Id. at 434–35. 

The same is true here: the rationale for requiring “compelling circumstances” 

is missing. The confirmation of the Fifth Amended Plan of Reorganization of 

Highland Capital Management, L.P. (the “Plan”) did not create the finality that 

would mandate a heighted standard. The universe of claims remains unknown. 

ROA.002390. To date, the assets with which is satisfy the claims is undetermined. 

See generally Kirschner Adversary Proceeding (the Litigation Trustee asserting 

hundreds of millions of dollars of claims). Significant payments on unsecured 

claims did not even commence until October 2022 (ten months after CLO Holdco 

filed the Second Amended Proof of Claim). See Bankruptcy Case, Dkt. No. 3582 

(reflecting an October 2022 distribution to general unsecured claims of 

$248,999,332—accounting for 60% of the $397,485,568 in allowed general 

unsecured claims). A large portion of unsecured claims remain unpaid to date. Id. 

And most importantly to any discussion of prejudice, the Second Amended Proof of 

Claim represents less than 2% of unsecured claims on file. Id. 

Therefore just like in Waterscape, there can be no allegation here (and the 

Trustee has made no such allegation), that the Second Amended Proof of Claim 

would disrupt the Plan or threaten its ultimate consummation. Accordingly, the 

Second Amended Proof of Claim must be judged under the two-step analysis of 

Kolstad (or Enron). Waterscape, 520 B.R. at 435. Not only has the Fifth Circuit 

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never limited Kolstad to a pre-confirmation posture, but as set forth herein and in 

the Appellant Brief, there is no sound reason to do so now, particularly under the 

facts before this Court. 

B. The first prong of the Kolstad test is whether the amended claim 

states a new claim, not whether there were too many prior 

amendments. 

The Bankruptcy Court found that CLO HoldCo was required to show 

compelling reasons for amending its proof of claim to $0 and then amending again 

to the Second Amended Proof of Claim. See ROA.00242, 65:1-4. Because the 

Bankruptcy Court found that CLO HoldCo did not do so, the Bankruptcy Court 

stated that the amendment “has the taint, a little bit, of gamesmanship.” ROA.00243, 

66:2-3. According to the Trustee, this analysis was necessarily the same as 

considering whether the Second Amended Proof of Claim set forth a new claim.9

But this is not so. In applying the first prong of the Kolstad test, the principal 

concern is that there not be a new claim filed. If the amended claim “sets forth new 

grounds of liability, or asserts a new claim, it is not a proper amendment and must 

instead be considered as a separately filed new claim.” See Matter of Waindel, 65 

F.3d 1307, 1311-12 (5th Cir. 1995) Conversely, amendments to proofs of claim are 

allowable, even after the expiration of the bar date, “to cure a defect in the claim as 

9 Appellee Brief, p. 24. 

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originally filed, to describe the claim with greater particularity or to plead a new 

theory of recovery on the facts set forth in the original claim.” Matter of Alliance 

Operating Corp., 60 F.3d 1174, 1175 (5th Cir. 1995) (emphasis added); In re 

Heritage Org., L.L.C., No. 04-35574-BJH-11, 2006 WL 6508477, at *10 (Bankr. 

N.D. Tex. Jan. 27, 2006). The analysis regarding this first prong of the Kolstad test 

is thus limited to the substance of the claim asserted and whether it is sufficiently 

related to the claim being amended. 

There has never been, nor could there be, any dispute that Second Amended 

Proof of Claim pleads a new theory of recovery on the facts set forth in Original 

Proof of Claim and First Amended Proof of Claim. The Original Proof of Claim 

asserts a general unsecured claim against the estate based upon the Participation and 

Tracking Interests, as did the First Amended Proof of Claim. The Second Amended 

Proof of Claim likewise asserts a general unsecured claim based upon those same 

Participation and Tracking Interests and the same supporting documentation. The 

only change between the First Amended Proof of Claim and the Second Amended 

Proof of Claim is that the latter asserts a new theory of recovery based upon those 

very same facts. Specifically, rather than asserting a claim for the net asset value of 

the Highland Crusaders Interests, CLO Holdco seeks to amend to assert a claim for 

the offset Highland received for the cancellation of the Highland Crusader Interests. 

This is a plainly permissible new theory of recovery. 

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Had the Bankruptcy Court actually considered the first prong of Kolstad, it 

would have reached the undisputed conclusion that the Second Amended Proof of 

Claim pleads a new theory of recovery on the same facts set forth in the First 

Amended Proof of Claim and Original Proof of Claim. Therefore, the first part of 

the inquiry is satisfied. 

C. The sole incidence of prejudice identified by the Bankruptcy Court 

is that the Second Amended Proof of Claim set forth a frivolous 

claim. 

“If the court finds that the amendment is sufficiently related to the original 

claim, then [Kolstad instructs that courts] should next examine the degree and 

incidence of prejudice, if any caused by the amendment...” Entergy New Orleans, 

2008 WL 2789313, at *2. But the sole incidence of prejudice identified by the 

Bankruptcy Court and the Trustee is that “the estate would be prejudiced if it had to 

litigate this what I consider a frivolous theory so late in the case.” ROA 000077. 

This denial of amendment for futility is erroneous, and subject to de novo review 

because denial of amendment for futility is akin to granting relief under FED. R. CIV. 

P. 12(6). Stripling v. Jordan Prod. Co., LLC, 234 F.3d 863, 872–73 (5th Cir. 2000). 

(citing Glassman v. Computervision Corp., 90 F.3d 617, 623 (1st Cir. 1996) (“There 

is no practical difference, in terms of review, between a denial of a motion to amend 

based on futility and the grant of a motion to dismiss for failure to state a claim.”)). 

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(a) A cancellation is a disposition. 

The Trustee’s analysis of the Second Amended Proof of Claim assumes that 

a cancellation of the Participation and Tracking Interests is not an “other disposition 

of any interest with respect to or in the Highland Crusader Interests.” ROA.002176-

77. According to the Trustee, rather than triggering Highland’s obligation to account 

for proceeds of any disposition, the cancellation of the Highland Crusader Interests 

excused it from any obligation under the Participation and Tracking Interests.10 Of 

course lacking from the Trustee’s argument is any authority for the idea that a 

cancellation, one involving a credit for the original purchase price of the interest 

made subject to the Participation and Tracking Interests, is not an “other 

disposition.” 

This is likely because the Supreme Court of the United States has instructed 

that where the phrase “other disposition” follows a specific list of transactions, it is 

to be interpreted broadly. Christopher v. SmithKline Beecham Corp., 567 U.S. 142, 

165, 132 S. Ct. 2156, 2172, 183 L. Ed. 2d 153 (2012). A cancellation is a disposition, 

and in agreeing to a cancellation of the Highland Crusader Interests for a credit 

against damages, Highland did not absolve itself of its obligation to CLO HoldCo 

under the Participation and Tracking Interests, but rather triggered it. 

10 Appellee Brief, p. 29. 

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(b) The offset Highland received from the disposition of 

the Highland Crusader Interests is a proceed of a 

disposition. 

Next, the Trustee argues that because Highland only received a credit against 

much larger damage award owed, it “did not receive a dime as a result of the 

Redeemer Settlement, and would not have received a dime for enforcement of the 

Arbitration Award.”11 Therefore, the offset or credit Highland received from the 

Redeemer Settlement for the purchase price of the Highland Crusader Interests were 

not proceeds. 

The term “proceeds” is not defined in the Participation and Tracking Interest 

documents; however, the term is “well-worn term with well-known meaning.” In re 

Sanchez Energy Corp., No. 19-34508, 2022 WL 2912076, at *6–7 (Bankr. S.D. Tex. 

July 22, 2022). The Oxford English Dictionary defines “proceeds” as “that which 

proceeds, is derived, or results from something else; that which is obtained or gained 

by any transaction or process; an outcome; esp. the money obtained from an event, 

activity, or enterprise.” Id. (citing OXFORD ENGLISH DICTIONARY (3d ed. 2007)). 

Similarly, Black’s Law Dictionary defines “proceeds” “[s]omething received upon 

selling, exchanging, collecting, or otherwise disposing of collateral.” Id. (citing 

Proceeds, BLACK’S LAW DICTIONARY (11th ed. 2019)). The UCC also defines 

11 Appellee Brief, p. 30. 

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“proceeds” broadly: “Proceeds,” except as used in Section 9.609(b), means the 

following property: 

(A) whatever is acquired upon the sale, lease, license, exchange, or 

other disposition of collateral; 

(B) whatever is collected on, or distributed on account of, collateral; 

(C) rights arising out of collateral; 

(D) to the extent of the value of collateral, claims arising out of the loss, 

nonconformity, or interference with the use of, defects or infringement 

of rights in, or damage to the collateral; or 

(E) to the extent of the value of collateral and to the extent payable to 

the debtor or the secured party, insurance payable by reason of the loss 

or nonconformity of, defects or infringement of rights in, or damage to 

the collateral. 

Id. Court have also recognized this broad definition. Sanchez Energy Corp., 2022 

WL 2912076 at *6-*7; Garner v. Knoll, Inc. (In re Tusa-Expo Holdings, Inc.), 811 

F.3d 786, 799 (5th Cir. 2016); In re Wright, 545 B.R. 541, 555 (Bankr. S.D. Tex. 

2016); Graham v. Huntington Nat'l Bank (In re Medcorp. Inc.), 472 B.R. 444, 453 

(Bankr. N.D. Ohio 2012) (defining proceeds as “whatever is received upon the sale, 

exchange, collection or other disposition of collateral or proceeds.”). 

Noticeably absent from any definition of proceeds is that whatever is received 

on account of the disposition of property be greater than costs associated therewith. 

Proceeds are merely whatever is received upon a “disposition.” Here, Highland 

received a credit for the purchase price of the Highland Crusader Interests for the 

cancellation thereof. ROA.002492; ROA.00856-57. But the fact that this credit was 

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not larger than the damage award for Highland’s misconduct in acquiring those 

interests does not transform a credit into something other than proceeds of the 

cancellation. 

(c) There is no prejudice of amendment. 

Thus, there is no basis set forth by Bankruptcy Court or the Trustee to support 

the contention that by agreeing to the cancellation of the Highland Crusader Interest 

and receiving a credit for the purchase price thereof in return, Highland not only 

excused itself from its obligations owed under the Participation and Tracking 

Interests, but it is frivolous to suggest otherwise. The Second Amended Proof of 

Claim does set forth a frivolous claim and thus, the sole incidence of prejudice relied 

upon by the Bankruptcy Court and cited by the Trustee is without merit. 

As set forth herein, there is no prejudice in permitting the Second Amended 

Proof of Claim to be filed. The Plan is effectively a liquidating or wind-down plan, 

so there can only yet be the very roughest of possible parameters for the range of 

potential distributions. See ROA.2851. Unlike the cases where a debtor has paid all 

or most of his creditors and then years later a creditor wants more, at the time of the 

amendment requested here, the estate had made very few distributions to general 

unsecured claims (and to date has only made about 60% of allowable distributions) 

and the Second Amended Proof of Claim, at its highest estimated amount, amounts 

to less than two percent of total general unsecured claims. Therefore, the Second 

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Amended Proof of Claim does not generate the type of prejudice warned of in 

Kolstad. 

IV. Conclusion 

In Kolstad, the Fifth Circuit provided in the inquiry a court must undertake to 

decide, in its discretion, whether to permit an amendment to a proof of claim postbar date. While the Trustee attempts to recast the Bankruptcy Court’s analysis into 

one guided by Kolstad, the Bankruptcy Court expressly limited Kolstad to preconfirmation and instead, followed cases requiring a heightened standard postconfirmation. Thus, the Bankruptcy Court ignored the first prong of Kolstad entirely 

and in just so happening to address prejudice, rested its finding of prejudice solely 

upon an erroneous finding of frivolity of amendment. The Bankruptcy Court did not 

correctly apply Kolstad and thus, its discretion was guided by erroneous legal 

conclusions and must be reversed. In re Coastal Plains, 179 F.3d 197, 205 (5th 

Cir.1999) (“‘[t]he abuse of discretion standard includes review to determine that the 

discretion was not guided by erroneous legal conclusions.’”). 

V. Certificate of Compliance 

1) This document complies with the word limit of FED. R. BANKR. P. 

8015(a)(7)(A) because, excluding the parts of the document exempted by FED.

R. BANKR. P. 8015(g): this reply brief is less than 15 pages; and 

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2) This document complies with the typeface requirements of FED. R. BANKR. P. 

8015(a)(5) and the type-style requirements of FED. R. BANKR. P. 8015(a)(6) 

because: this document has been prepared in a proportionally spaced typeface 

Microsoft Word in size 14 font, Times New Roman. 

/s/ Louis M. Phillips 

Louis M. Phillips 

December 16, 2022 

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