authority under the indentures and the collateral management agreement to direct tri x to sue bank of new york mellon and us record the direction to say yes and why are the certificate holders who are the real losers are they in fact they are the real losers and we have silly we have evidence in the record that it would be impractical for the note holders to sue would take virtually one hundred percent of the  other people contractually allowed to act for the no child yes yes your honor there are though if if there was a difference of opinion about whether just how much to sue for or how much to settle for we would have had injured directly your only your only injury comes in the only injury that occurs to the note holders but so somehow you have a representative to pasadena the nodal but you know we plead your honor that that the the actual note holders you know tri x owns the notes and then passes on interest in principle to their note holders should and so they're the ones that are injured alternately yes it does triads guarantee and we can go into that in one of the things it's going through these documents is that the collateral manager must act in the best interest of the note holders and that's in the integrated integrated agreements and that is why tri x has brought this action this is directed to that's why the collateral manager has directed tri x to bring this action for the best interests of the note holders ok ok so let me go through some of these integrated  visions that the show that full authority was not transferred to the trustee for example in section seven point five of the intention or in title protection of the collateral requires the issuer to among other things one quote enforce any of the pledge securities or other instruments or property included in the collateral and to quote preserve and defend title to the collateral and the rights that they are in of the trustee and the holders of the secure notes section two d of the collateral management agreement authorizes a collateral manager to act in the issuers name and to take action on behalf of the issuer and to direct the trustee to take actions with respect to the collateral including quote exercising any other rights or remedies with respect to the collateral that security or taking quote any other action consistent with the terms of the indenture which the collateral manager reasonably believes to be in the best interest of the note holders read together these provisions establish that there was no unequivocal and complete assignments and we know under new york state law a court is required to effectuate and harmonize all the provisions of integrating agreements and the the arguments of the defense do harm to that they say it is an exclusive and complete transfer which nullifies the provisions that i just read in these integrated agreements there is support at the appellate division in hill dean and access with very similar types of language that found standing and again they are they are not on point factually but the terms of the agreements are very similar for example in the texas there is a similar granting provision and there is language in section ten point zero to the point in service an agreement that is if that is functionally indistinguishable from section two d of the collateral management agreements but i read to you just now also in hill deem there is a similar granting cause and language functionally indistinguishable from section seven point five of the indentures that i just read to and what we see in the setting of the district court's opinion is that the district court made a decision based on only the granting clause first and then did not fully consider these other provisions that should be given the fact thank you decided in august after the brief in this case concluded this court construed a granting clause in n c u a that was functionally indistinguishable from the granting clause here and there concluded that the issuer in n c usa which  called an energy and trust analogous to the plaintiffs here had a signed all right title and interest in the r and b a certificate to the inventor trustee of the engine trust as a result of that assignment the issuer plaintiffs in and s way like the issuer plaintiffs here no longer had standing to sue as though they were certificate holders of the r b s trusts the indentures in n c u a contain almost all of the provisions that counsel for tr that's right the whole of the c d o both experience the losses on the r b s they would also have to pay the cost of this litigation and so the way this litigation would be funded if the tracks issuers proceeded is they would take money out of the cash flow that otherwise go to the note holders to fund the litigation and so if the note holders of the c d o one of these lawsuits that happened against us bank they would direct us bank under five point thirteen of the c d o indenture to take some trustee to be substituted in to bring the claims the note holders here could offer some direction and the only thing we've been confronted with so far in terms of a direction is a direction from the collateral manager to assign the claims back to the collateral now it's us bank as the c d o indenture trustee who has all of the rights and none of the provisions that track sites whether it's seven point five or seven point eight which are also present in the n the granting clause and so we're not reading any of these provisions out of the contract we're not saying the issuer can't bring a proper lawsuit in the right circumstance we're not saying the collateral manager can't fulfill its duties it just says that these lawsuits which are premised both as to the contract and the twenty lanes on the notion that the issuers are b s certificate holder so they sue as on the contract claims alleging their certificate holders and thus third party beneficiaries of the contracts bank the defendant in the eleventh circuit case is awkward which is a service or of some r b s trusts and so there is a conflict in the situation and the answer is not to do a track suggest which is sort of reinterpret the granting clause and way that's different than this court interpreted the similar granting clause and see way the answer is to follow the terms of the indenture and so this case has been going on for two years to two rounds of motion to dismiss accounts of the tracks had knowledge of the district court that there been no communications of any kind from any known holders and so under the indenture it's the note owners who have ultimately kind of the whip hand directing us banks proceed here and that covers to the issues because they were not what you know there are there do you know we don't know we don't know they are unlikely it unlikely as well but we don't know when they're generally held a nominee aims at the depository trust company no destroyers no i will ask them in a moment you can i can say we don't know we don't know who they are and if they may change as they may be in and out and so a plane application of the instantly there's a market for these things even notwithstanding the troubled nature that's right so the c d r notes are still paying and they're probably not paying as much as people anticipated at the outset that there's still a market  hundreds i presume institutions and it's not a situation where something for some is made some played by apple no your honor in fact i would just like to touch upon three brief points first the ensue a decision is completely distinguishable the granting cause and n c u a granted away all present and future claims point one point to the plaintiff and see way was not the collateral manager it was an entity a liquidating agent that was three transfers away from the original transaction point two about a grand in this case is not  the it's all right title and interest ok and it's immediately limited after that i'm going to title and interests then when you going to do in the future you're not going to have anything to act on because the next the next sentence of the granting says for the purposes of security for the purposes of getting interest and principal from the r m b s it's a very limited grant and we detail that in our papers when to try x is a certificate holder it pleaded that several times and it is indeed gets the benefit of that of that good faith pleading third question was asked about could the note holder sue not direct the court's attention to a nine zero nine in the record which is an affidavit of the general counsel tri x that says to do what my friend here suggests takes one hundred percent of the note holders and also has as our friend admitted these note holders would have to indemnify us bank and bunny mellon pay for these very expensive counsel and i w upstate as you have upstate people upstate don't have money to pay these fancy new york city attorneys and with that i will close they were lawyers outside new york city there are i don't know if they're that good and they are and they're in the and they're in the second circuit your honor thank you thank you but we will reserve decision