CROMWELL
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Act
1940
CROMWELL
SULLWAN
TELEPHONE
NEW YORK
TEL 62694
CASLE
5564000
212
INTERNATIONAL
NEW
____
LADYCOUPT
ADDRESS
f2ai9id4faoJ/OOO4
IDOMEST1C
127615
YORK
250
L....C.9
1775
SOUTH
AVE.
VEND8ME
Avai1Th11
and
Securities
Re
3000
June
26
1987
and
Drexel
Bankers Inc
of United
effect
that
effecting
registrations
1940
amended
reliance
the
under
Act
the 1940
Section
upon
transaction
Inc
the
any
with
SEY
ASSoCIATED
P1RN
bank
holding
ers acts as sponsor
the
Sponsor
the
Trust
upon
book
value
prepared
accounting
real
least
at
as
in
80%
shown
of
on
accordance
principles
estatesecured
the
the
company
of
assets
in
any
generally
of
person
connection
United
business
of
Act
United Bank
which
Trusts opening
with
to
below
fully described
without
Company
respect
the
will not
if
action
thereof
Texas
Bankers
to
Management
Investment
3c
more
advice
request
Commission take
that
as
the
to
Investment
of
the Division
recommend
of
MCLROURNE
Sirs
Lambert we are writing
sheet
EC2V
STREET
9007
Inc
Bankers
United
Burnham
with
PARIS
Commission
20549
On behalf
in
75001
Office of Chief Counsel
Division of Investment
Management
Attention
Dear
ANGELES
Exchange
D.C
Washington
20005
LOS
LONDON
LANE
IRONMONOER
10177
WASHINOTON
STREET
F.OWEP
PLACE
____________
NEW YORK
AVENUE
PARK
PENNSYLVANIA
Trust
based
balance
accepted
GAAP would initially be comprised
loans
Real
Estate
Loans
and
real
and
Securities
from bank
Real
Estate
called
the
The
tively herein
Estate
Assets
assets
of
and
the Trust
assets
of
ordinary
Assets
ordinary
included
the
in
originated
The
the
their banking
business
Pursuant
will
to
an
issue to
the Sponsor
undivided
interests
formation
the
Notes
trustee
in
the
Trust will
pursuant
to
by them
to be
bank
the
the
Trust
an
the
in
the Note Trustee
into
between
Owner Trustee
at
formation
its
fractional
after its
or more
indenture
Trust
of beneficial
Shortly
issue one
to
entered
representing
Pool
remaining
Transaction
certificates
Certificates
the
with
unaffiliated
other
the
in
the
formed pursuant
the Trust Agreement
interest
the
the
of
Trust Agreement
and
them
by
originated
Trust will be
the
Sponsor
and
nonperforming
loans
Description
Agreement
Pool
or the
business
of
of
Description
of their banking
be performing
course
will be
the Pool
Subsidiaries
course
will
under
Assets
the
collec
the other
with
onehalf of the Real Estate Assets
Approximately
assets
called
are
Assets and the Real
together
below
described
Bank
of United
Estate
Real
Real Estate
their proceeds
Pool are herein
loan
and
Loans
by the Trust
acquired
the Subsidiaries
subsidiaries
ers Inc
the
Real Estate
interests
fee
estate
2-
Commission
Exchange
the
series
of
notes
Indenture
unaffiliated
with
the
and
Securities
or the
Sponsor
Notes
the
to buy
Subsidiaries
the Note
Assets
The
Trustee
and
Trustee
Owner
3--
Commission
Exchange
be
to
of
the proceeds
in
included
will
Assets
use
be pledged
the
from the
the Pool
by the Trust
for the
benefit
of Noteholders
will
not be
redeemable
to
the
under
Indenture
The
Notes
holders
the
to
only
senting
and
the
Notes
extent
that
payments
and
assets
in
other
The
to
placement
Owner
Trustee
as
promptly
with
as
Assets
private
institutional
investors
Under
one
or more
purchase
agreements
the
will
the
as
amended
in
favor
of
the
cause
to become
the
Securities
covering
secondary
Act
investors
Accordingly
provisions
of
Other
initial
registration
statement
with
including
will
the
on
Act
of
1933
sales of
Act
Indenture
the
the
Indenture
the
rights
period
initially be
initial
as
Form S-il
the registration
terms of
investors
negotiated
the Trust
the
effective
statement
under
and
Sponsor
registration
the Notes
initial
will be
initially
commit to
1939
effect
Estate
in
of
the
Real
repre
issued
will comply with
which
moneys
be
to
by the
on hand
the
on
but
prepayment
Pool
will
the 1933
amended
Notes
collections
possible
respect
to
subject
Trust has
the
the
Notes
placement
private
may be
The
of
the option
at
kept
investors
for
in
the
of
Securities
company
under
the
amended
the
1934
of
the
the
Assets
an
with
by the
with
the
collecting
financial
statements
the Trust
Indenture
the
upOfl
other
Trustee acting
authority
to
Pursuant
as
Bankers
Admin
or
contemporaneouslY
and
to that
purchase
of
enter
Agreement
for liquidating
aforesaid
preparing
on behalf
and
preparing
reports
required
under
1934
Act
The
Certificates
will
including the
of holders
substitute
the
the Trust will
responsibility
law
or Real
the Administration Agree
the Trust
on behalf
or
the Notes
thereof
filings and
or applicable
United
Prior to
Assets
for
foreclosed
be
either
Trust of
will have
determinations
making
an administrator
Administrator
and
and
should
agreement
administration
Administrator
have
Trusts assets
be
to
the proceeds
the
of
the
Bankers
United
issuance
with
ment
managing
the Assets
anticipated
subsidiary
into
of
Loans
Real Estate
istrator
as
Act
sold will reside with
Estate
1934
Exchange
for
on
collecting
when
to
reporting
Act
Responsibility
including
share
2100
approximatelY
be
Consequently the Trust will
holders
as
its
by
the
will distribute
Sponsor
to
dividend
as
Certificates
the
Notes
issuance
after the
or shortly
with
ConcurrentlY
the Trust
4-
CommiSsion
and Exchange
Securities
another
of
Administrator
if
the
the
and
Securities
cash
and
used
principal
and
interest
or
ment the Sponsor
to make
shortterni
The
Sponsor
or
and
prior to
Note
the
Note
the
Payment
Note
then
due
in
the
the Notes
sell or otherwise
dispose
Note
into
Payment
judgment
of
and
of
Date
expects
which
to
be
author
Trust
Advances
date
Account
the Notes
on
that
funds
on
to make
the
ii based upon
on
upon
or prior to
the Administrator
fully performed
in
by the
its
only
shortly
determines
sufficient
or collect
by the Administrator
the
the
such
date
payment
have
agree
to
specified
Collateral
on
entered
as
of
other
will have
the Administrator
will not
or
Agreement
may make
interest
or
Date
Trustee
Date
that
extent
the
payments
Advances
advances
in
Notes
on the
any
Administrator
principal
Payment
payment
to
to
the
if
the Administrator
ity
where
under
time to make
Administration
the
Under
Trustee
by the Note
the
to
remitted
so
collections
from time to
Indenture
Trustee
to the Note
the Collateral Account
account
collateral
remit all payments
to
directly
will be maintained
Trustee
the Trust will
Agreement
Administrator
the Assets
on
Indenture
the
Note
the
instruct
collections
Under
the
under
obligations
the Administration
Under
and
its
Agreement
Administration
irrevocably
in
defaults
Administrator
5-
Commission
Exchange
such
contract
an Asset
the
related
reasonable
other party
and
Securities
CoTnmisSiOfl
Exchange
Asset
thereto
such
generate
sufficient
the
Current Payment Asset
funds
within
the
of days
Payment
Date
to cover
Note
Payment
Date
In the
event
makes
such
Advances
the
or the Administrator
Sponsor
to
Trusts obligation
will
such
of
as
any deficiency
number
be with
repay
the
only to
recourse
proceeds
generated
by such
prior to
the claim
of
Immediately
basis of book
the Trust
such
Pool
after conveyance
of
consist
of
iaries to the
the
as
shown
Assets
is
the
Real
sheet
of the
will be
on
the
sheet
for
the date
of
balance
as
of
thereto
will
Because
condition
that
sale by the
the
Estate
Assets
sale for accounting
as
ealEstateAS5etS
GAAP
effect
to the
calculated
audited
after giving
Trust of
balance
an
with
the transaction
Subsidiaries
opening
on
accordance
in
Real Estate
consummating
be
will
the Pool
Trusts assets
value
and
Asset
Payment
of the
the
conveyance
Payment
the NoteholderS
of
prepared
Current
related
Current
80%
least
or the Administrator
Sponsor
the
Description
at
Note
to
or the Administrators claim
Asset but the Sponsor
Trust
specified
after such
yet to be determined
will
Trust the
be
to
Subsid
treated
purposes
on
the
bookvalUe of the
theirarket-alUe
by
Securities
and
As
will be
further
evidenced
Loan
will
nated
by the
Real
construct
related
each
Loan
carry
Mortgage
of
time
the present
are
the property
or renovate
which
subject
the Pool
fully collateralized
by the
conveyance
of
each
acquire
of
Tpon
banking
secondary
proceeds
to
used
been
to have
The
origi
loan
commercial
for
type
Real
to
to
the
the
rust
real estate
thereto
the
Notes
concurrent
the Notes
of
proceeds
for
the closing
At
and
be
will
Loan
related
the
at
not be
Each
issue of
ordinary
Loans
primarily by
wMortgagesR
an entire
an
Real Estate
secured
notes
trust
in
Subsidiaries
exist
Estate
of
represent
and will
transaction
markets
deeds
the
below
described
by promissory
or
first mortgages
Estate
Commission
Exchange
issuance
of
the
by the Trust
by the Trust with
purchase
transactions
related
the
Assets
appropriate
from the
of
the
Subsidiaries
steps will
be
taken
to
including the Real Estate
Assets
from the Subsidiaries-tO--the
establish
end perfect
the
including the Real Estate
the
enef it
accomplish
by
the
ii
Trust of the
Assets
Assets tothe Note Trustee
iotehclaerS
for
he steps ecessary to
the toregoing ill 4epend upon state Iaw
considerations
addition
pledge
Trust end
to
but-are -likely to -at easttnclude
appropriate
bills of
sale assignments
in
and
other
8-
Commission
Exchange
and
Securities
tjt1eand -trans fer--- tn .t.hecase
documents
oans
each
Mortgage
for
the
of the
subsidiary
maybe serviceCOrPOrati0n
which
Trustee
ments
the Owner
in order
Trustee
loans
Estate
It
is
Loans
Estate
payments
through
through
foreclosure
Pool
is
sheet
Loan
Assets
Mortgages
Assets at the time
Estate
and
shown
on
will consist
of
selected
as
together
Other
with
Loan
the
the
Real
Estate
Loan
may be
the
Trusts opening
and
from the
Assets
Subsid
Other
Investment
instruments
Other
of
20%
performing
by the Trust
Assets
the
and
Loans
Estate
GAAP
qualify
of
accom
will be
remaining
or moneymarket
The
the Owner
Trust the
do not
Assets
Assets and
Real
the
loans purchased
non-performing
iaries which
related
to the
conveyed
again based upon
balance
the
to
addition
In
Pool
of
Real
the
pn
by the -Trust
or discharge
Mortgage
law
state
-under
to
payment
by each
secured
ith recordation
the ownership
that
assign
of
Trustee
their pledge
and
acting
Trust
if necessary
perfect
anticipated
plished
the
and
to establish
the Real
Real
iforin
effected
being
-the
the Note
to
of Mortgagesinrec0rdable
the assignments
of
Trustee
and -delivery by
execution
and
Sponsor-
-and -by
the -Subsidiaries --to -the Trust
through
9y
secured
third party eustodian
to the ote TrustØe or
Note
eal state
note
original -mortgage
the
of
delivery
-of
Assets Other
secured
or unsecured
and
shortterm
equivalents
will
include
the
and
described
below
either
United
the
of
funds
in
then
sold by
such
the
and
included
in
for
other
the Pool
its shares
enable
the Trust
basis of GAAP
on
Trust will
the
be
the Equity Commitment
if
not be
Bankers
the
as
would
full payment
the
sale of
such
the
stock
to
to
of
of common
to make
stock
or the proceeds
its
to
effect
sufficient
will provide
of
Date
Payment
after giving
Account
will
any Note
on
common
to make
as
and
Agreement
of
of
further
reflected
shares
number
Trust
the
on
the Advances
that
United
due
and
to
rights will be
an agreement
of
number
to
either
agencies
paper
Administration
any Advances
the payment
and
sheet
the
the Collateral
of
Trust
to
providing
the proceeds
be
balance
providing
Bankers
consist
Government
referred
or nominal value
addition
the beneficiary
of
the Assets
contract
those
no
agreement
will
commercial
Contract
Equity
Trusts opening
In
related
Trusts rights under the Administration
the
Agreement
any
Although
nonreal estate
Assets
U.S
the
prime
deposits
cash
the
of
obligations
bank
thereof
or by
or
interests
by partial
Investment
The
property
personal
having
real estate
in
participations
secured
may be
secured
if
CommissiOn
Exchange
and
Securities
be
due
sufficient
on
such
and
Securities
Note
Date
Payment
sale of
the
to
it
will be
that
on
the
Trust
of
the
is
pursuant
to the
Equity
basis of
assets
of
to
matter
any
prior
fixed
to the
Trust
Pool will
at the
No
the
of
Accordingly
transaction
sheet
balance
nominal
will be
issue any
to
Commitment
of
the
on
priced
have
GAAP the opening
have
the
never
consummatiOn
Commitment
Pool
the Pool
have
that
and
structured
will
Equity
proceeds
not
Trust will
an organizational
Bankers
The
conveys
as
of
Notes
condition
the
sale
sold and
shares
than
United
premise that
shares
rather
transaction
The
its
the
The
Trust
will be made
determination
are
issuance
upon
be
are to
shares
the
cash
receive
to
option
the
to
delivered
thereof
immediately
to which
the Trust
to
cash
of
shares instead
If
into
Trust the Trust will enter
pursuant
agreement
shares
the
to
provided
10-
CommiSSion
Exchange
of the
value
time the
substitution
be permitted
Sponsor
or exchange
The
Trust will
to
the Equity Commitment may be pledged
will
which
guarantee
third-party guarantor or surety
to
such obligation
in cash
payment of the deficiency
Commitment
be secured by the Equity
Alternatively
the payment
guaranteeing
Any guaranty or surety
footnote
in the previous
deficiency as described
nominal value at the opening balance
also have
of GAAP
of the Trust on the basis
of the
will
sheet
Securities
and
terminate
automaticallY
all of
of
disposition
upon
the
fulfillment
and
assets
its
other
or
discharge
all of
of
obligations
its
Trust will conduct
The
tpJ.ts
ownersh4p
date
on
after the
Other
Assets
upon
full satisfaction
cash
with
such
of
Trust Agreement
That
investment
be
in
periodic
engaged
and
in
other
be
Real
Estate
the Pool
in
into
liquidated
distributed
then
and
of
not
the
issuing
of the
which
or otherwise
in
by the
the
Investment
from the definition
certificates
interests
created
falling within
as
certificates
plan
to be
3c
company
any
Exemption
entity
excludes
purchasing
liens on
Act
regarded
section
company
payment
the
Section
securities faceamount
or
will
liquidation
Company
that
should
provided
Act
remaining
assets
such
all the
full of
in
payment
of
terminate
Trust will
Certificates
believe
We
an
The
the Notes
of
Investment
Company
issuance
later of
Any
of
the proceeds
holders
exemption
and
ii final liquidation
or
and
Assets
relating
theCerti1iVRteS
shortly
the Notes
only the business
nd.UquidatiOfl0f the Assets
and
to
-11-
CouuniSSiOfl
Exchange
real
of
redeemable
installment
is
type
primarily
acquiring
estate
mortgages
our
In
Staff
exemption
of
is
consistent
with
avail
Smith
Fenner
no-action
comprised
of
October
25
consist
of
estate
1982
in the
present
80%
real
estate
and
secured
interests
avail
Brothers
Inc
no-action
position
by
3c
under
of
estate
related
interests
See
Corp avail
May
1986
1986
Oc1ober
Bear
addition
In
Company
avail
May
14 1971
position
under
3c
with
assets
and
We
of
were
comprised
of
7% nonqualifYiflg
believe
that
Pool
93%
Staff
provided
Acceptance
Mortgage
Staff
qualifying
comprised
to
55%
that
of
real
80%
real
estate
Corp
Acceptance
avail
Commonwealth
took
no-action
an
issuer whose
estate
bonds
preferred
stock
real
including
of
took
Co Inc
in American
respect
assets
Salomon
qualifying
Stearns
the
will
assets while real
Mortgage
Ellison
Ray
1986
In
of nonqualifying
also Security
24
the
whole
of the
.45%
comprised
were
March
avail
and
interests
loan
by
wholeloan real
Act
pools assets were comprised
estate
case
first mortgages
17 1985
June
to
avail
Jones
Pool
respect
secured
loans
Hereth Orr
took
Staff
the
The
least
at
also
See
first mortgages
Lynch Pierce
with
whole
65%
the
positiOnS
3c
Section
least
at
the
1981
November
under
position
Trust under
the
In Merrill
past
the
in
taken
has
pool
view
3c
Section
12
Commission
Exchange
and
Securities
qualifying
real
and
Securities
and
interests
estate
to
considered
otherwise
20%
other
acquiring
loans
on and
No-Action
We
indicate
if
will not
it
the
registration
under
to
person
respect
any
be
.. purchasing
in
in
real
or
estate
Request
recommend
1940
should
interests
respectfully
therefore
that
interests
primarily engaged
be
13
Commission
Exchange
Act
Staff
request
the
action
to the
not
effected
is
to
Commission
with
of the
that none of the other aspects
believe
resulting in
to
concerns
rise
proposed transaction give
the
Investment
Company
under
appropriate
regulation
no-action
has
taken
Act For example the Staff
in which
in other instances
positions under
servicing
in
administrator
the Sponsor has acted as
CMO Mortgage
Corp
See
realestate loan pool
has
Staff
the
In
addition
avail July 22 1985
in cases
under
positions
taken no-action
of Notes out of cash flow see
prepayment
involving
Finance Corp avail May 30 1980
___ U.S Home
to provide the Pool with
and the Sponsors commitment
Premier
advances
see
funds through shortterm
CMO
1983
Mortgage
March
14
Corp avail
Mortgage
Finally theexistence of the Equity
supra
Corp
affect the
Commitment does not in our view
by
applicability of the exemption provided
the
Pool is
the
time
at
since
Section
will be of
Commitment
to the Trust the Equity
conveyed
in the proposed 20%
nominal value will be included
in
the
Pool and will not
non-real estate interests
to the
direct access
to
affect the right of the Trust
We
3c
e.g
3c
e.g
3c5C
Assets
upon
default
and
Securities
United
Because
are anxious to
the
practicable
to grant the
to
the
If
you
have
discuss
this
and
as
promptly
not
staff is disposed
noaction positions
we
request
with
the
staff prior
this situation
thank
you
for
questions
your
or
if
telephone
Rodgin
2125583669
the Pool
made hereby
the
formal letter
any
2125583866
request
reason
any
Lainbert
Burnhaiu
Certificates we would
and
any
information please
Welshimer
for
Drexel
formation of
of
issuance
We
the
to
requested
to
opportunity
If
the
Notes
the
response
appreciate
as
of
and
Bankers
with
proceed
distribution
-14-
CommissiOn
Exchange
to this
we may provide
John
Cohen
or
attention
Ellen
Porges
matter
further
Baumgardner
2125583534
an
Jr
Mark
2125583849
of
office
Very
Jcri
truly
yours
Bawngardner
Jr
BECD
CROMWELL
SULLIVAN
S.E.C.J
AUG181987
NOpTELEpH0NE23S.4O00
250
PARI
775 PENNSYLVANIA
444
AVENUE NEW YORI
AVE. WASHINGTON
PLOWER
SOUTH
10177
20006
LOS ANGELES
STREET
90017
VENDbME 75001 PARIS
IRONMONGER LANE LONDON EC2V SET
PlACE
140
Elisabeth
and
Gentlemen
1987
Lambert
United
requesting
your
that
Bankers Inc
concurrence
Trust described
the
of the
assets
of which
based upon
balance
sheet
prepared
in
accounting
estate
principles
Real
loans
Real Estate
Investment
Section
the
Act
of
1940
thereof
The
to
certain
interest
herein
staff has
matters
in
Loans
Estate
exempt
same meanings
the
as
Drexel
Burnham
among
other
things
at
therein
least
in
80%
Trusts opening
with
and
accepted
generally
real
1940
Capitalized
in
estate
our June
Act
by reason
terms
shall have
26
1987
clarification
certificates
together
under
from registration
the
requested
concerning
Trust
26
GAAP consist of qualifying real
is
3c
of June
and
the
accordance
Assets
Company
1987
letter
our
supplements
of
our opinion
18
Tsai Esq
letter
behalf
on
August
ASSOCIATED
20549
D.C
This
3000
N.W
Attention
Ladies
MELBOURNE
Commission
and Exchange
Securities
450 Fifth Street
Washington
STREET
WiLLIAM
of
the
of
letter
with
respect
beneficial
Certificates the method
of
FIRM
and
Securities
valuing
Loans
of
the Loans
issued by
the
Trust
The
ficial
evidence
Certificates
based
.% and 2% of
k.he
will be
made
to
the
extent
to
and
Trusts opening balance
GAAP wilibebetween
with
of
the
for
Notes
the
of
assets
the
upon
redemption
mandatory
initial-equity
Distributions
Trust the Certificates
at
any
time either
will
the
option
stated
in
of
the Trust
of
with
respect
to
and
termination
not be
redeemable
liquidation
the
more
Trust produce
operation
Except
of
at
the
and
only if
the Certificates
of
holders
required
repayment
i.e the
Trusts totalassets
that
than
proceeds
the
upon
The
bene
residual
the Trust
in
accordance
in
prepared
the
to
response
equity ownership of the Trust
sheet
Notes
notes
is
following
interests
ownership
pftheTrus
for
information
The
Certificates
collectively
loans
other
the terms of
and
additional
for
and
Trusts assets collateral
the
in
contained
repayment
request
Loans
Real Estate
the
2-
CommissiOn
Exchange
or the
the holder
Trust
Value
of
Loans
1987
at
least
based
upon
its
dance
with
GAP will consist
Because
the
As
80%
of
opening
acquisition
the
our
letter
dated
June
26
Trusts assets
Assets
sheet
prepared
in
of Real
Estate
balance
by the
Trust of
accor
Assets
the Assets
will
and
Securities
be
for
accounted
cash
of the
by the
accordance
with
to
Trust
of
in
eachssetQILe
w.iUbe
sheet
issuance
Assets
the
GAAP the value
by-the-Trustvf the
allocation
from the
purchase
openingalance
7ust
all
with substantially
purchase
used
being
among
as
raised
the Notes
3-
Commission
Exchange
baseUpoA
total purchase
price
the ssetw1n
values again
Loans
that
is
quence
allocated
cash
potential
are
rate
will be
required
with
financial
with
the
to
for
be
June
26
Estate
Loans
would
be
inquired
as
Loans
deeds
to what
judgments
and
of
in
to
to the
similar
having
Such
as
have
relation
and the
GAAP
by the Trust
accounting
connection
in
filings by the Trust made
Exchange
Commission
Loans
Real Estate
the
dated
and
used
and
letter
mortgages
other
-by
conse
valued
rate1orne by each Loan
reporting
Securities
Collateral
upon
characteristics
co.lectibility
The
amountbutinstead
flow collectibility
borne
Trust
not necessarily
to them based
ship of the 4nterest
interest
by the
their ptincipal
accordancewith
value
determined
as
1987 we stated
At page
that
of
the Real
primarily secured by first
trust
is meant
Mortgages
by
You
primarily with
our
and
Securities
whether
respect
Each
purpose
the
real
of
consists
collateral
Real
lien on
representing
is
Each
secured
fixtures
Real Estate Collateral
together
other
personal
incidental
in
interest
constituting
Estate
Collateral
in each
to
transferred
property
the
the
the
GAAP
In
basis of
of the
case
with
respect
the
originating
subsidiary
of
the
Estate
Collateral
in
originating
Loan
The
collateral
note
of
the
generally
loan
word
Real
fact
the Mortgages
that
including
documentation
the
for
look
no
to
it
relates
to
to
take
institutions
originating
subsidiaries
estate
often
real
did
Real Estate
included
was
for lending
as
on
Loans
Estate
Sponsor
primarily insofar
under
are
least
at
Loan
books
Non-Real
of
Estate
the
to qualifying
law
state
Estate
value
Real
related
Trust on
not
the time the Assets
Trust will have
of
the value
at
instance
under
Real
The
on
as
fixtures
and
law
state
well
as
real property
Collateral
NonReal
100% of
property under
real
in
Mortgage
by
estate improvements
real
interests
or
carrying
thereon leases of real property and/or
constituting
for the
made
was
constructing
estate
real
renovating
Loans
Estate
acquiring
the Mortgages
underlying
or other property
estate
of the
of
4-
Commission
Exchange
loans
the
includes
and
Securities
broad
descriptions
broad
enough
to
Collateral
commercial
be
owned
estate
not
is
Non-Real
cover
Real
less
Many
secured
by
of
Collateral
into
two
in
the
Estate
course
ordinary
parts
part
part
not
for
the
secured
Real
and
the
not
on
the
Real
matter
Estate
Estate
Loan
Estate
by Non-Real
appropriate
do
recourse
Non-Real
by Real
in
the Uniform
practical
related
expense
included
sale on
as
to
pursuant
subsidiaries
such
secured
the
implement
clauses
and
identify
are
Collateral
Collateral
It would
to
Loans
filings under
to separate
and
made
foreclosure
Collateral because
do
to be
are expected
originating
Estate
either
and
which
granting
or
Collateral
prepare
by
The
after
ordinarily
mortgages
NonReal Estate
Collateral
be possible
real
neverthe
Code
Estate
residential
the Real
Commercial
except
to
lending
perfected
Notes
opposed
subsidiarys real estate
mortgages
to Non-Real
will
Loans
broad standard security
look
which
Trust were
the originating
business
those
Collateral
Estate
Estate
by the
purchased
as
for which
loans
to
respect
such
loans
as
with
true
particularly
Trust
may be
NonReal Estate
some
up
real estate
lending
The
of
This
collateral which
liens on
of
pick
by the
5-
Commission
Exchange
Estate
time required
documentation
to
to
Securities
and
NonReal Estate
exclude
to
the
of the
it might
be possible
its rights to
waive
that
Collateral
view
of
is
the Real
no more
Estate
commercial
Loans
as
the
real
of the
loans
estate
case
of many
by
the
Collateral
the
in
loans originated
in
NonReal
any
submit that
we
the case
in
simply
unnecessary
of
present
categorization
qualifying
and
nature
be
to
to
NonReal Estate
any
NonReal Estate
any
than
Loan
mortgage
affect
to
release
likely
Collateral
for the Trust
Accordingly
of
disproportionate
Estate
Non-Real
incidental
presence
is
unwarranted
seems
the purely
incidental
which
and
Collateral
Estate
Collateral
significance
Although
not
Commission
Exchange
of
other
banks ought
Real
under
Estate
Section
3c5C
Terms
of
Notes
Notes
will be
maturing
in
approx
of the
Trust
of
Obligation
The
serial zero coupon
obligations
Nature
imately
one-year
intervals
Security
will be
pledged
as
security
an
indenture
of
1939
equally
and
Act
All Assets
by the
for the
repayment
complying
as
with
amended
ratably
the Note
Trust to
secure
of
the Notes
the Trust
Such
Trustee
Indenture
security
the payment
under
will
of
all
Securities
and
Trustee
Notes
The
Note
collect
and
foreclose
payment
on
Notes
the
for the
benefit
of
the
Prepayment
that
the Notes
option
of
the
no
redemption
If
you
have
please
do
not
mentioned
in our
should
only
prepayable
above
on
hesitate
to
of June
they
flow
Holders of
Notes
at
will
respect
any
of the
will have
to
the
persons
26
Sincerely
Ellen
be
the
rights
with
call
will be
determines
Sponsor
cash
questions
on
holders
be prepayable
or prepayment
any
letter
the
full
full payment
the Assets
on
from excess
Trust
the
right to
until
the Assets
Certificate
If
the
will have
After
Notes any collection
the
7-
Commission
Exchange
rges
CROMWELL
SULLIVAN
NEW YORK
TLEPMONE
TELECOPIER
ZI2
1212
555-4000
1ALZIL9L 4jy1g1OOo1/
555-3555
250
1775
PARK
PENNSYLVANIA
44 SOUTH
AVENUE
NEW
AVE.
WASIIINOTON
STqEET
fl.OWER
YORK
LOS
2000$
AN0EL
75001
VEND�NE
LANE LONDON
ASS0CIAT
OIYICES
P1-ACE
PARIS
IRONMONOER
ECZV
140
2-I
10177
WIUJAN
MARUNOUCHI
STREET
I-
SET
3000
MELSOURNE
CHOME CPIIY0DA-KU
November
90071
TOKYO
tOO
1987
Commission
Securities and Exchange
450 Fifth Street
N.W
D.C
Washington
Attention
and
and
noaction
26
the
assets
Inc
Bankers
accordance
Elisabeth
reqtiest
June
connection
United
Gentlemen
In
Porges
Tsai Esq
Elisabeth
Re
Ladies
20549
1987
of
and
set
with
Tsai
on
the conversation
forth in previous
August
18
the proposed
Ellen
regarding
the
dated
correspondence
1987 please
the trust created
with
1987
October
between
by United
transaction
be
advised
that
Bankers Inc
will
consist
in
of
at least 55
valued as described in the
fee
real estate
previous correspondence
loans secured exclusively
interests and/or
real estate
at
least
valued as described in the
loans secured
correspondence
25%
previous
primarily by real estate subject to
that
25% to the extent
reduction below
above
value of assets described in
55% of the Trust and
up
to
20%
by
miscellaneous
investments
the
exceed
Thank
you have
please
your attention
for
any questions
telephone
previous
you
or
any of
can
provide
the persons
to
matter
this
further
mentioned
in
If
information
the
correspondence
Sincerely
Joyce
\vd
Or Ref
RESE
CFFICE
OF
DIVISION
IN1ES1ENT
CHI XJNSJ
MAN
CF
File
We ou1d not recanmer
any enforcement action
under the Invesent
Oznpany
without registration
to
the
No 87354CC
Bankers
United
No
Inc
132-3
Camniss ion
if
ct of 1940
of any person
Inc acts as
United
Bankers
of the
in reliance
upon section
will
issue
certificates
that
business
trust
Trusts
of
prc�osed
sponsor
of the holders
at the option
of which will be redenab1e
and notes neither
of
in
letters
June 26
the
on
your
air position is based
representations
least
55% of the
that
at
1987 particularly
18 and Novfflnber
August
interests
or
loans
estate
fee
will
consist
of
real
assets of the Trust
at least 25% will consist
secured
exclusively
by real estate or both
to reduction
below 25%
real
estate
subject
of loans secured
primarily by
kt
3c
to the
55%
extent
up to
and
In
that
in your
2ta
Mary
chief
value
of
the
20% will consist
assets described
of miscellaneous
in
above
exceed
investments
has not reviewed
or passed
this Division
your request
for the transactions
as
of
the
treatment
accounting
appropriateness
responding
the
upon
set forth
the
Podesta
Counsel
to
letters
This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.