would have accrued to begin with first of all with respect to the standing issue there's a lot of discussion in the briefs in the court below about the effect of the collateral sign that initially under the proper term it is and that's just probably our shorthand way that we use in our courts in texas and call it a collateral assignment meaning an assignment of collateral is if it's a grant of a security interest a grant of a lien your honor there's a lot of discussion that's pretty basic partly these rights are all equitable they are can two rights in equity as opposed to your theories lots trampers and we never get there that's right and that's the issue yesterday on our and i agree and that's the issue that for whatever reason the district court below didn't mention but didn't address another one of its rulings but certainly this court can address because i believe certainly you can decide it is a matter of law you can decide it on that basis but there wasn't fact a direct loss to travelers in this case that would give standing it with a would give rise to a claim on the felony bond under the bonds case from the circuit and the l of travelers travelers loss is that they are now have to make double payments under the note to the class a note holders what happened in this case is that because the default wasn't properly  noticed it wasn't it wasn't properly that flared because it was hidden essentially by the service or the class of the service or continue to make payments to both the class a note holders and the class  payments under the contracts default rate sort of the contracts in a failure of the tangible net worth requirement of travellers acceptance corpus under the the transaction documents none of those defaults were properly noted the named insurer can bring a suit under the bond and california law that we've cited in our brief we believe makes it clear that an anti assignment provision is ineffective to prevent an assignment of rights at least under an insurance cited are brief from california specifically says that clauses limiting assignments of rights to sue under insurance policies are ineffective once that transfer once the assignment takes place after the loss has occurred brought within the time when that's required by the fidelity bond so the issue is do they have the right to do it frankly travelers didn't do it and we believe that part of the reason is is that all of these entities are affiliates of each other they all have a common parent there were consumer notes consumer loans anything from car loans to health club memberships and they were securitized and the notes were issued by but the underlying ultimate underlying contracts that  characters should not be respected for reasons of her saying that corporate veil etc are our shop shall we view them as separate entities even though related we have we have not made any circuit said in the lanch is that the distinction on whether or not there's a direct loss is whether or not the loss was caused to a third party and you're just claim that you were alternately liable for it here there was a direct loss because travellers at all times was live on the promissory notes and the actions of the serve serve resulted in a direct lost under the promissory notes because it's having to pay twice travelers is going to have to pay twice if they can pay  because they're still liable for the full amount due to the class a note holders and the net so one point four million dollar loss plus another three hundred thousand dollars we allege that an improper he was paid and that's a direct los travelers because it's still liable for that a mouth under the promissory note in the lynch case it was a loss of funds in a bank account that a bank officer misapplied in this directed the bank never had an interest in those funds it never had actual sale of the collateral which included the fidelity bond in this case to the class a note holders that occurred that was going on when the court was hearing the summary judgment and the briefing and the evidence was submitted company you know there's no evidence of that of the record your honor we believe that the fact that they issued these in connection with that transaction they would clearly have to been aware that the way this was submitted is we agreed upon stipulated facts because we believe that a lot of this both sides agree that that a lot of this were questions of the law so we agreed on upon stipulated facts to avoid having to do extensive discovery before those issues of law were decided just a lot out there that have to be discovered through the we have the situation here where they admit only minutes that at the time of the summary judgment motion all they had was allegedly a lien plain on the bond as collateral that was what the district court i was faced with in the in the evaluating this motion therefore after they know they're go lose they then have this private sale allegedly between themselves of a bar and they don't possess in violation of new york commercial law and then they seek a new trial based upon that new fact that's not a new fact that's a opposed summary judgment fact that they create to try to remedy the clear defects they had at the time of the summary judgment and then and the defect they had at the time they file an action when they know they're not the real party and interest nothing shirred and have no standing to make claims  now counsel said there was two central issues standing in direct losses those are two the issues all addressed those first in terms of standing the bonds issue class a no holders are nowhere mentioned in that bond we as the insurance carrier issuing the bond are underwriting a specific risk that risk is travelers receivable and we're agreeing to provide fidelity coverage for that entity based upon the conduct of its employees of a stranger to the policy to not later come in and say because of the activities of a related employee and employer of a related corporation to the insured we suffered a loss because we didn't get paid when we should of as class a note holders and therefore we can recover our loss under this policy even even if there was such a thing as being such a didn't advise to certain financial conditions of trades and therefore the net worth of trace was thought to be higher than it was was really paid who got paid first there is no evidence in this record all that travellers ever suffered a loss it paid what it was obligated to pay under these notes  by mortgages on real estate throughout i think most of this was in california now we know all know what happened in california real estate prices over the last few years i i can't believe  went back and we got into skiver e and everything else that they could ever show that they had a true loss other than possible timing of when they got their money so anywhere and even that's not travers loss and travelers because that's what the service again does collect on the mortgage loans from the consumers and pays back to travelers under that live in that situation travelers who have coverage for the dishonest acts of the service  traced doesn't have anything to do with the allegations of dishonesty made in this case about somebody it's traced not recording certain events so that  covers the employees of travelers so there is not one iota of evidence in the record that anybody travellers did anything wrong at any point in time which goes back to his second point the direct loss issue he's trying to claim that travelers suffered a direct loss because sometime travels to hasn't been sued by anybody travellers hasn't been paid hasn't paid any money to anybody they're trying to claim that given that possible future liability allow such an assignment and i think that's because it's a personal contract it's dealing with the dishonesty of of the insurance employees and a direct lost to the insured it's not a  protect not only the creditors interest but also all the debtors interest you can't sell such a security in a private sale unless the security sell forecloses it's a lien on accounts receivable and sells those accounts receivable the debtor to that security party could complain about the sale the accountant debtors his accounts were sold can't complain that they don't owe the money to the person that bought the accounts receivable anymore and that's what national union wants you to believe here that even if the sale was conducted improperly and for the reasons for that reply brief we don't think it was done improperly then they can't complain that they don't know anything under the law that's an argument a debtor can insurance policy all that means is that the u c c doesn't apply it doesn't mean that a transfer of collateral simon is ineffective and it doesn't mean that a party can't contract as here for the right for those proceeds