                  Not For Publication in West's Federal Reporter
                 Citation Limited Pursuant to 1st Cir. Loc. R. 32.3

          United States Court of Appeals
                          For the First Circuit

No. 06-1617

        IN RE: OSVALDO ROSADO-ORTIZ; ANA O. SANTOS-ORTIZ,

                                     Debtors


              OSVALDO ROSADO-ORTIZ; ANA O. SANTOS-ORTIZ,

                                  Appellants,

                                        v.

                                  BEAL BANK,

                                   Appellee.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                 FOR THE DISTRICT OF PUERTO RICO

       [Hon. Carmen Consuelo Cerezo, U.S. District Judge]


                                     Before

                        Torruella, Circuit Judge,
                      Stahl, Senior Circuit Judge,
                       and Howard, Circuit Judge.


     Joseph Deliz-Hernández on brief for appellant.
     James W. McGarry and Goodwin Proctor LLP on                      brief   for
appellee.


                              November 8, 2006
          STAHL, Senior Circuit Judge.     Osvaldo Rosado-Ortiz and

Ana O. Santos-Ortiz (“debtors”) appeal from a decision of the

district court denying reconsideration of its decision affirming

the judgment of the bankruptcy court. Because debtors’ argument is

without merit, we affirm.

          On October 12, 2000, debtors sought Chapter 13 bankruptcy

protection.   Appellee Beal Bank filed claims against the estate

based on a loan for which it was the servicing agent.           The

underlying loan had been made to debtors by First Bank Puerto Rico

and was secured by debtors’ residential property.      The loan was

guaranteed by the U.S. Small Business Administration (“SBA”), which

sold the loan to LPP Mortgage, Ltd. (“LPP”), which in turn hired

Beal Bank as its servicing agent.    Debtors challenged Beal Bank’s

claims on several different grounds, but after a thorough review of

the loan documents and the servicing agreement, the bankruptcy

court ruled that Beal Bank was a secured creditor with standing to

make a claim against the estate.    Debtors appealed to the district

court, and now to us.

          Debtors make one argument on appeal: that, as to third

parties, the assignment of the loan from SBA to LPP did not

automatically transfer the security interest in the collateral

without registration; and that debtors should be considered third

parties in their capacity as debtors-in-possession.       They rely

exclusively on Crefisa, Inc. v. Washington Mutual Bank, F.A. (In re


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Colonial Mortgage Bankers Corp.), 186 F.3d 46 (1st Cir. 1999), in

which we held, under the facts of that case, that a bankruptcy

trustee was a third party vis-à-vis the assignment of a note and

secured interest, and thus, under Puerto Rico law, the secured

claim was not valid against the estate without registration.

            Crefisa is distinguishable from this case.             The district

court’s opinion makes this abundantly clear, so we will only

briefly discuss the reasons.        Under the unusual facts of Crefisa,

the trustee in bankruptcy was treated as a third party, not because

of his trustee status, but because the estate he represented was

not   a   party   to   the   instrument    in   question,   even    though   the

underlying collateral ended up in the estate; here, the debtors

were parties to and signatories of the underlying instruments that

allowed the transfer.        Furthermore, even if this were an advantage

that all trustees had, we will not automatically give a debtor-in-

possession the same rights as a trustee when to do so would destroy

the rights of secured creditors under contracts that the debtors-

in-possession have themselves executed.            Finally, the instruments

themselves are distinguishable, since those in Crefisa did not make

any reference to the underlying security interest, and thus would

not have given a third-party transferee notice; here, the notes

clearly referenced the security interest and allowed for its

transfer.

            Affirmed.


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