EXHIBIT 10(uu)


SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
----------------------------------------x
BANKERS TRUST COMPANY, as Trustee           :
for the General Motors Hourly-Rate
Employees Pension Trust, and as             :
Trustee for the General Motors
Retirement Program for Salaried             :
Employes Trust,
                                            :        Index No. _______
                                   Plaintiff,
                                            :
                  - against -
                                            :
VISTA PROPERTIES, a California                       AFFIDAVIT OF
limited partnership, NORLANDER              :        MARK A. ALBERTSON
CONTRACTING CORPORATION, ACTION                      IN SUPPORT OF
GLASS CO., INC., NEW YORK CITY              :        APPLICATION FOR
ENVIRONMENTAL CONTROL BOARD, THE                     APPOINTMENT OF A
PEOPLE OF THE STATE OF NEW YORK,            :        RECEIVER
THE CITY OF NEW YORK, "JOHN DOE"
NOS. ONE TO ONE HUNDRED, "JOHN DOE          :
CORPORATION" NOS. ONE TO ONE
HUNDRED, AND "JOHN DOE COMPANY"             :
NOS. ONE TO ONE HUNDRED,
                                            :
                                   Defendants.
                                            :
The Names of the "John Doe"
Defendants Being Fictitious and             :
Unknown to Plaintiff, the Persons
and Entities Intended Being Those           :
Who May Be in Possession of, or May
Have Rights, Possessory Liens or            :
Other Interests in the Premises
Herein Described.                           :
----------------------------------------x


COMMONWEALTH OF MASSACHUSETTS     )
                                  ) ss.:
COUNTY OF SUFFOLK                 )


                  MARK A. ALBERTSON, being duly sworn, deposes and says:

                  1. I am a Director of  Aldrich,  Eastman & Waltch,  L.P.,  the
attorney-in-fact  for  plaintiff,  Bankers  Trust  Company,  as Trustee  for the
General  Motors  Hourly-Rate  Employees  Pension  Trust,  and as Trustee for the
General Motors Retirement Program for Salaried Employes Trust ("Plaintiff"), and
I am personally  familiar with the subject matter of this action. I respectfully
submit this affidavit in support of Plaintiff's  application for the appointment
of a receiver  of the  Mortgaged  Property  (hereinafter  described)  during the
<PAGE>
pendency of this foreclosure action. As set forth more fully below, the Mortgage
(as hereinafter defined) that Plaintiff seeks to foreclose provides, in relevant
part,  that, upon the occurrence of an Event of Default under the Mortgage,  the
mortgagee  will be entitled to "receive  and collect the rent" under any and all
leases  of  space  in the  Mortgaged  Property,  and  will  be  entitled  to the
appointment of a receiver for such purpose;  the Mortgage further provides that,
"after  the  happening  of any  Event of  Default  and the  acceleration  of the
maturity of the Indebtedness, immediately upon the commencement of any action or
proceeding by the Mortgagee to foreclose this Mortgage,  the Mortgagor shall, if
requested  by  the  Mortgagee,  consent  to the  appointment  of a  receiver  or
receivers  of the  Mortgaged  Property  or any part  thereof or any  business or
businesses conducted thereon and of all the earnings,  revenues,  rents, issues,
profits and income thereof".

                  2.  Plaintiff  is a New York  banking  corporation  having  an
office at 280 Park  Avenue,  New York,  New York 10017,  and, in its capacity as
Trustee for the General Motors  Hourly-Rate  Employees Pension Trust and for the
General Motors Retirement  Program for Salaried  Employees Trust (and not in its
individual capacity), is the owner of the Mortgage and the mortgage note secured
thereby.

                  3.  Plaintiff  commenced  this  action to  foreclose a certain
Purchase  Money  Wraparound  Mortgage,  dated as of  January  4,  1984,  made by
defendant Vista Properties ("Vista") to Plaintiff (the "Mortgage"),  encumbering
certain mortgage  property  consisting of, among other things,  the ground lease
covering  certain land located at 250 Park Avenue,  New York,  New York (Tax Map
Section 5, Block 1282, Lot 34), and certain improvements and other property, all
as more  particularly  described  in Exhibit A annexed  hereto  (the  "Mortgaged
Property"). The Mortgage was given by defendant Vista as collateral security for
a loan made to it by Plaintiff (the "Mortgage Loan").

The Note and the Mortgage

                  4. The data with  respect to the Mortgage and the note secured
thereby is set forth with particularity in the verified complaint herein. Copies
of the  summons,  the  verified  complaint  and the notice of pendency  filed in
connection   with  this  action  are  annexed   hereto  as  Exhibit  B.  Vista's
indebtedness  to  Plaintiff  in respect of the  Mortgage  Loan is evidenced by a
certain Purchase Money Mortgage Note, dated January 4, 1984, in
the original  principal amount of $90,160,000 (the "Note").  A true and complete
copy of the Note is annexed hereto as Exhibit C.

                  5. In order to secure payment of the indebtedness evidenced by
the Note, Vista executed,  acknowledged and delivered to Plaintiff the Mortgage,
a copy of which is annexed  hereto as Exhibit D, wherein and whereby  Vista,  as
mortgagor,  mortgaged to Plaintiff,  as mortgagee,  the Mortgaged Property.  The
Mortgage was duly recorded.

                  6.  Plaintiff  is the  owner  of the  Note  and the  Mortgage.
Pursuant to a Power of Attorney  dated as of August 2, 1996,  a copy of which is
annexed hereto as Exhibit E, Plaintiff appointed Aldrich, Eastman & Waltch, L.P.
as its  attorney-in-fact  to act on its behalf in  connection  with all  matters
relating to the administration and enforcement of the Mortgage Loan,  including,
without limitation, foreclosure of the Mortgage.
<PAGE>
                  7. The Mortgage  constitutes  a mortgage lien on, and security
interest in, the Mortgaged Property, and a collateral assignment to Plaintiff of
all leases,  subleases,  tenancies, sub tenancies and other agreements affecting
the use or occupancy of the Mortgaged Property,  including,  without limitation,
cash or  securities  deposited  under such  leases,  subleases,  tenancies,  sub
tenancies and other agreements to secure performance by the tenants thereunder.

Event of Default; Acceleration

                  8. Vista has defaulted under the Mortgage by failing to pay in
full the interest and additional interest on the Note due and payable on October
1, 1996,  and has failed to cure such  default  prior to the  expiration  of the
applicable  ten (10) day grace period  following  written notice of such default
given to Vista by Plaintiff in the manner prescribed by the Mortgage.

                  9. The  occurrence  of the aforesaid  payment  default and the
continuation  of  such  default  beyond  the  applicable  ten-day  grace  period
constituted  and  constitutes  an Event of Default (as defined in the  Mortgage)
under the Mortgage.  Plaintiff  notified Vista, in the manner  prescribed by the
Mortgage,  that such Event of Default had occurred and was continuing and, based
thereon,  Plaintiff  declared the entire  principal of the Note then outstanding
and all accrued and unpaid interest,  additional  interest and other charges due
thereon  and  all  other  indebtedness  due  thereunder  to be due  and  payable
immediately, and demanded immediate payment of all of such sums.

Appointment of Receiver

                  10. The Mortgage  provides  that,  upon the  occurrence  of an
Event of Default under the Mortgage,  the mortgagee (Plaintiff) will be entitled
to  "receive  and  collect  the rent"  under any and all  leases of space in the
Improvements. Moreover, Section 16(a)(iii) of the Mortgage provides that, if any
Event of Default under the Mortgage shall occur and be continuing, the mortgagee
will be entitled to "use, operate, manage and control the Mortgaged Property and
conduct the business thereof, either personally or by . . . receivers".

                  11.  Section  16(d) of the Mortgage  provides  that "after the
happening  of any Event of Default and the  acceleration  of the maturity of the
Indebtedness,  immediately  upon the commencement of any action or proceeding by
the Mortgagee to foreclose this Mortgage,  the Mortgagor  shall, if requested by
the  Mortgagee,  consent to the  appointment  of a receiver or  receivers of the
Mortgaged  Property or any part thereof or any business conducted thereon and of
all the earnings,  revenues,  rents, issues, profits and income thereof".  Vista
has,  therefore,  pursuant to the terms of the  Mortgage  and Real  Property Law
Section  254(10),  waived  notice of this  application  and has consented to the
appointment  of a  receiver.  No other  defendant  is entitled to notice of this
application.

                  12.  There is now due and payable to Plaintiff  the  principal
sum of $90,160,000.00, accrued and unpaid interest through September 30, 1996 in
the sum of  $104,881,948.96,  together with interest accrued  thereafter and all
other  indebtedness  due under the Note, no part of which has been paid by Vista
or anyone claiming under Vista, although duly demanded.

                  13.  The  Mortgaged   Property  is  highly   complicated   and
management-intensive,  involving a high-rise  building  containing  over 460,000
square  feet of  rentable  area  leased to thirty  office  and  retail  tenants.
Additional complexity arises from the age of the building (constructed in 1923),
the large number of tenant "rollovers"  occurring in 1997-98 and the involvement
of a ground lease and senior mortgage affecting the Mortgaged Property.
<PAGE>
                  14. Upon information and belief, the aggregate amount of gross
rent  payable  under the  occupancy  leases  currently in effect with respect to
space  in  the  Mortgaged  Property   (collectively,   the  "Space  Leases")  is
approximately $19,800,000.00 per year ($1,650,000.00 per month).

                  15. It is  essential  that a receiver be appointed to preserve
the collateral by collecting the rents payable  pursuant to the Space Leases and
ensuring that such rents are applied to pay the substantial  operating  expenses
of the Mortgaged Property (including,  without limitation,  ground lease rental,
real estate taxes and the costs of providing  essential  services to the tenants
under the Space Leases).

                  16. It is also essential that the appointed  receiver have the
authority  to  retain a  managing  agent  with  the  capacity,  wherewithal  and
experience  to manage  an office  building  of this  size and type,  subject  to
compensation  being paid to such managing agent out of the collections  received
from the Mortgaged Property.

                  17. Upon information and belief,  several rental spaces within
the  Mortgaged  Property are or are about to become  vacant and not under lease,
and  therefore a receiver  is also  necessary  to market such rental  spaces and
negotiate and enter into leases which will generate rents.

                  18. No previous  application for the relief  requested  herein
has been made to this or to any other Court or to any Justice thereof.

                  WHEREFORE,  it is respectfully requested that this Court enter
an Order appointing a receiver of the Mortgaged  Property,  and of the earnings,
revenues, rents, issues, profits and income thereof, during the pendency of this
foreclosure  action,  and that such  receiver  be  vested  with all of the usual
powers and duties of receivers in cases such as this foreclosure action.

                                                     /s/ Mark A. Albertson
                                                     ---------------------
                                                     MARK A. ALBERTSON

Sworn to before me this
29th day of October, 1996

/s/
Notary Public
<PAGE>
                                                                  EXHIBIT 10(vv)


SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
-------------------------------------x 
BANKERS TRUST COMPANY, as Trustee
for the General Motors Hourly-Rate
Employees Pension Trust, and as
Trustee for the General Motors
Retirement Program for Salaried
 Employes Trust,

                                    Plaintiff,      Index No. 96/_____

                  - against -                       Plaintiff designates
                                                    New York County as the
VISTA  PROPERTIES,  a  California                   place of trial. The
limited partnership, NORLANDER                      basis of the venue is
CONTRACTING CORPORATION, ACTION                     the location of the real
GLASS CO., INC., NEW YORK CITY                      property which is the 
ENVIRONMENTAL CONTROL BOARD,                        subject of this action
THE PEOPLE OF THE STATE OF NEW                      to foreclose a mortgage.
YORK, THE CITY OF NEW YORK and
"JOHN DOE" NOS. ONE TO ONE HUNDRED,
"JOHN DOE CORPORATION" NOS. ONE
TO ONE HUNDRED, AND "JOHN DOE
COMPANY" NOS. ONE TO ONE HUNDRED,                   SUMMONS

                                    Defendants.

The Names of the "John Doe"
Defendants Being Fictitious and
Unknown to Plaintiff, the Persons
and Entities Intended Being Those                   Plaintiff's place of
Who May Be in Possession of, or May                 business is
Have Rights, Possessory Liens or                    280 Park Avenue
Other Interests in the Premises                     New York, New York
Herein Described.
-------------------------------------x


TO THE ABOVE-NAMED DEFENDANTS:

                  YOU ARE HEREBY  SUMMONED to answer the  verified  complaint in
this action and to serve a copy of your answer, or, if the verified complaint is
not  served  with  this  summons,  to  serve  a  notice  of  appearance,  on the
plaintiff's attorneys within twenty (20) days after the service of this summons,
exclusive of the day of service (or within thirty (30) days after the service is
complete if the summons is not  personally  delivered to you within the State of
New York).  In the case of your  failure to appear or answer,  judgment  will be
taken against you by default for the relief demanded in the verified complaint.
<PAGE>
Dated:            New York, New York
                  October 29, 1996


                                       BACHNER, TALLY, POLEVOY & MISHER LLP
                                       380  Madison  Avenue  New York,  New
                                       York 10017

                                                         - and -

                                       WACHTELL,  LIPTON,  ROSEN  & KATZ 51
                                       West 52nd Street New York,  New York
                                       10019

                                       Attorneys for Plaintiff
                                       Bankers Trust Company, as Trustee for
                                       the General Motors Hourly-Rate Employees
                                       Pension Trust, and as Trustee for the
                                       General Motors Retirement Program for
                                       Salaried Employes Trust


TO THE DEFENDANTS IDENTIFIED
  ON THE ATTACHED SCHEDULE


                             SCHEDULE OF DEFENDANTS


VISTA PROPERTIES, a California limited partnership
c/o Wexford Management LLC
411 West Putnam Avenue
Greenwich, Connecticut  06830

NORLANDER CONTRACTING CORPORATION
10-61 Jackson Avenue
Long Island City, New York  11101

ACTION GLASS CO., INC.
572 Albany Avenue
Brooklyn, New York  11203

NEW YORK CITY ENVIRONMENTAL CONTROL BOARD
59-17 Junction Boulevard
Corona, New York  11368-5107

THE PEOPLE OF THE STATE OF NEW YORK
120 Broadway
New York, New York  10271

THE CITY OF NEW YORK 
c/o Corporation Counsel
100 Church Street
New York, New York 10007
<PAGE>
                                                                 


SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
----------------------------------------x 
BANKERS TRUST COMPANY, as Trustee
for the General Motors Hourly-Rate
Employees Pension Trust, and as
Trustee for the General Motors 
Retirement Program for Salaried 
Employes Trust,
                                                           Index No. ________
                                   Plaintiff,

                  - against-
                                                           VERIFIED COMPLAINT

VISTA PROPERTIES, a California
limited partnership, NORLANDER
CONTRACTING CORPORATION, ACTION
GLASS CO., INC., NEW YORK CITY
ENVIRONMENTAL CONTROL BOARD, THE
PEOPLE OF THE STATE OF NEW YORK,
THE CITY OF NEW YORK, "JOHN DOE"
NOS. ONE TO ONE HUNDRED, "JOHN DOE
CORPORATION" NOS. ONE TO ONE
HUNDRED, AND "JOHN DOE COMPANY"
NOS. ONE TO ONE HUNDRED,

                                   Defendants.

The  Names  of the  "John  Doe" 
Defendants Being Fictitious and
Unknown to Plaintiff, the Persons
and Entities Intended Being Those
Who May Be in Possession of, or May
Have Rights, Possessory Liens or
Other Interests in the Premises
Herein Described.
 ----------------------------------------x

                  Plaintiff  Bankers Trust  Company,  as Trustee for the General
Motors  Hourly-Rate  Employees  Pension  Trust,  and as Trustee  for the General
Motors  Retirement  Program for Salaried  Employes Trust  ("Plaintiff"),  by its
attorneys,  Bachner,  Tally, Polevoy & Misher LLP and Wachtell,  Lipton, Rosen &
Katz, as and for its Verified Complaint in this action, respectfully alleges:

                              NATURE OF THE ACTION 

                  1. This is an action to  foreclose  a certain  Purchase  Money
Wraparound  Mortgage,  dated  as  of  January  4,  1984,  from  defendant  Vista
Properties  ("Vista")  to  Plaintiff  (the  "Mortgage"),  on  certain  mortgaged
property  consisting  of the ground lease  covering  certain land located at 250
Park Avenue,  New York, New York, and certain  improvements  and other property,
all as hereinafter  described (the  "Mortgaged  Property"),  given as collateral
security for a purchase money mortgage note hereinafter described.
<PAGE>
                                   THE PARTIES

                  2.  Plaintiff  is  and,  at  all  relevant  times  hereinafter
mentioned,  was a New York  banking  corporation  having  an  office at 280 Park
Avenue,  New York,  New York  10017,  and,  in its  capacity  as Trustee for the
General Motors  Hourly-Rate  Employees  Pension Trust and for the General Motors
Retirement  Program  for  Salaried  Employes  Trust  (and not in its  individual
capacity) and is the lawful owner of the Mortgage  being  foreclosed  herein and
the mortgage note secured thereby.

                  3. Upon information and belief, defendant Vista is and, at all
relevant  times  hereinafter  mentioned,  was a California  limited  partnership
having an office at 411 West Putnam Avenue,  Greenwich,  Connecticut  06830, the
mortgagor under the Mortgage and the owner of the Mortgaged Property.

                  4.  Upon   information   and   belief,   defendant   Norlander
Contracting Corporation is and, at all relevant times hereinafter mentioned, was
a New York  corporation  having an address at 10-61 Jackson Avenue,  Long Island
City,  New York 11101,  and allegedly is the holder of a mechanic's  lien in the
amount of $4,423.20 encumbering the Mortgaged Property, which mechanic's lien is
subject and subordinate to the Mortgage.

                  5. Upon  information and belief,  defendant  Action Glass Co.,
Inc.  is and,  at all  relevant  times  hereinafter  mentioned,  was a New  York
corporation having an office at 572 Albany Avenue, Brooklyn, New York 11203, and
allegedly  is the  holder  of a  mechanic's  lien  in the  amount  of  $5,000.00
encumbering  the  Mortgaged  Property,  which  mechanic's  lien is  subject  and
subordinate to the Mortgage.

                  6. Defendant New York City  Environmental  Control  Board,  an
agency  of the  City of New  York,  assesses  and  collects  fines  and  obtains
judgments thereon, based on environmental code violations within the City of New
York,  and is made a party  defendant  in this  action to bar it from any right,
title  or  interest  it  may  have,  or may  claim  to  have,  by  virtue  of an
Environmental  Control Board Judgment  docketed October 1988 as violation number
056-990-744,  in the amount of $300.00,  which was filed  against  the  Mortgage
Property and is subject and subordinate to the Mortgage.

                  7. Defendant The People of the State of New York,  inter alia,
assesses and collects taxes and is made a party  defendant in this action to bar
it from any  right,  title or  interest  it has,  or may  claim to have,  in the
Mortgaged  Property or any part thereof for any unpaid New York State franchise,
business, estate, gift or transfer taxes or such other charges as may constitute
a lien against the  Mortgaged  Property,  to the extent such lien is subject and
subordinate to the Mortgage.

                  8.  Defendant  The City of New York, a municipal  corporation,
inter alia,  assesses and collects  taxes and is made a party  defendant in this
action to bar it from any right,  title or interest it may have, or may claim to
have,  in the  Mortgaged  Property  for any  unpaid New York City  franchise  or
business  taxes or such  other  charges as may  constitute  a lien  against  the
Mortgaged  Property,  to the extent such lien is subject and  subordinate to the
Mortgage.

                  9. Upon  information  and  belief,  the "John Doe"  defendants
constitute those persons and/or entities having an interest or right in, or lien
upon, or who may be in possession of, the Mortgaged Property,  the right, title,
interest or possession  of said  defendants  being  subsequent,  subject  and/or
subordinate to the lien of the Mortgage being foreclosed herein.
<PAGE>
                             THE MORTGAGE DOCUMENTS 

                  10. On or about  January 4, 1984,  Vista,  for the  purpose of
evidencing a principal indebtedness in the amount of $90,160,000,  together with
interest  thereon,  duly  executed,  acknowledged  and  delivered to Plaintiff a
certain  Purchase  Money  Mortgage  Note,  dated  January 4, 1984 (the  "Note"),
wherein  and  whereby  Vista was  bound and  promised  to pay to  Plaintiff  the
principal  sum of  $90,160,000,  with  interest  thereon  at the rate  described
herein.

                  11. On or about  January 4, 1984,  Vista,  for the  purpose of
securing  payment  of  the  indebtedness   evidenced  by  the  Note,   executed,
acknowledged and delivered to Plaintiff the Mortgage, wherein and whereby Vista,
as mortgagor,  mortgaged to Plaintiff, as mortgagee, the Mortgaged Property, all
as more  fully  described  in Exhibit A annexed  hereto and made a part  hereof,
Vista then being the owner of the  Mortgaged  Property.  The  Mortgage  was duly
recorded in the Office of the  Register  of the City of New York,  County of New
York (the "Register's  Office"),  on January 10, 1984 in Reel 753, Page 555, and
the mortgage recording tax was then and there duly paid.

                  12. The Mortgage  constitutes a mortgage lien on, and security
interest in, the Mortgaged Property,  and a collateral assignment of all leases,
subleases,  tenancies,  sub tenancies and other agreements  affecting the use or
occupancy of the Mortgaged  Property,  including,  without  limitation,  cash or
securities deposited under such leases, subleases,  tenancies, sub tenancies and
other agreements to secure performance by the tenants thereunder.

                  13. The Mortgage also constitutes a security  agreement within
the meaning of the Uniform  Commercial  Code of New York with respect to Vista's
interest  in any  personal  property  covered by the  Mortgage,  which  security
interest is further evidenced and perfected by the due filing of UCC-1 financing
statements and UCC-3  continuation  statements in the Register's Office and with
the Secretary of State of the State of New York.

                  14.      The Mortgage provides, inter alia, that:

                            (a) the  failure  to pay  any  "Interest"  or  other
"Obligations" due under the Note (as such terms are respectively  defined in the
Note),  when and as the same shall become due and payable,  and the continuation
of such default for a period of ten days after written  notice to the mortgagor,
constitutes  an "Event of  Default"  (as such term is defined  in the  Mortgage)
under the Mortgage;  

                            (b) if an Event of Default under the Mortgage  shall
occur and be  continuing,  the mortgagee may (i) by written  notice given to the
mortgagor,  declare the entire  principal of the Note then  outstanding  and all
accrued and unpaid  interest and other charges due thereon to be due and payable
immediately, (ii) institute proceedings for the foreclosure of the Mortgage, and
(iii) enter into and upon the  Mortgaged  Property  and  exclude  the  mortgagor
therefrom,  and  collect  and receive all  earnings,  revenues,  rents,  issues,
profits and income of the Mortgaged Property, either personally or by receivers;

                            (c) in an action for  foreclosure  of the  Mortgage,
the mortgagee is entitled to the appointment of a receiver; and

                            (d) the  mortgagee  is  entitled,  in an action  for
foreclosure, to the costs and expenses of the action, including attorneys' fees.
<PAGE>
                              FIRST CAUSE OF ACTION 

                  15. Plaintiff  repeats and realleges each and every allegation
contained in paragraphs 1 through 14 hereof with the same force and effect as if
fully set forth herein.

The Event of Default

                  16.  Paragraph 17(a) of the Mortgage  provides that,  prior to
January 4, 1999, the failure by the mortgagor to pay any Interest on the Note or
any other  charges  due under the Note or the  Mortgage  will not  constitute  a
default or Event of Default  under the Note or the  Mortgage,  provided  (i) all
Annual Net Cash Flow (as defined in the Mortgage) of the  Mortgaged  Property is
paid on account of Interest on the Note, and (ii) the mortgagor is at no time in
arrears in the  payment of all sums owing  under the Note by more than an amount
equal to the aggregate  debt service  required to be paid under the Note for the
immediately preceding eighty-four (84) month period.

                  17. As of October 1, 1996, the aggregate debt service required
to be paid  under the Note for the  eighty-four  (84)  month  period  commencing
October 1, 1989 and ending September 30, 1996 was $104,134,800.00.

                  18. As of October 1, 1996, Vista was in arrears in the payment
of sums owing under the Note by an amount equal to $104,881,948.96; accordingly,
as of October 1, 1996,  Vista was  obligated to pay Interest on the Note for the
immediately preceding calendar month at the rate set forth in the Note.

                  19.  Vista is in default  under the Note and the  Mortgage  in
that it failed to pay when due the  entire  amount of  Interest  ($1,409,279.00)
accrued on the Note during the month of September 1996 and due and payable under
the Note on October 1, 1996.

                  20. By letter dated  October 2, 1996 (the  "Default  Notice"),
Plaintiff  notified Vista of the payment default described in paragraph 19 above
and of Vista's right to cure the default  within ten days after  written  notice
thereof.

                  21.  Notwithstanding  the  notice and  opportunity  to cure as
aforesaid,  Vista has failed to pay the entire amount of Interest  accrued under
the Note which was due and payable on October 1, 1996.

The Acceleration

                  22. By letter dated October 16, 1996, Plaintiff notified Vista
(a) that, by reason of the  occurrence of the payment  default  specified in the
Default  Notice and the  continuation  of such  default  beyond  the  applicable
ten-day grace period, an Event of Default had occurred under Paragraph  15(a)(i)
of the  Mortgage,  and (b) that, in accordance  with  Paragraph  16(a)(i) of the
Mortgage, Plaintiff was thereby declaring the entire principal sum due under the
Note and all accrued and unpaid  Interest and other  charges due thereon and all
other indebtedness thereunder to be due and payable immediately.

                  23.  There is now justly  due and  payable  to  Plaintiff  the
principal sum of  $90,160,000.00,  accrued and unpaid interest through September
30,  1996  in  the  sum  of  $104,881,948.96,  together  with  interest  accrued
thereafter and all other  indebtedness  due thereunder,  no part of any of which
has been paid by Vista or anyone claiming under Vista, although duly demanded.
<PAGE>
                  24. In order to protect its security,  Plaintiff  may,  during
the pendency of this action,  advance  monies or pay taxes,  assessments,  water
and/or  sewer  charges,  insurance  premiums,  utility  bills and other  charges
affecting the Mortgaged  Property,  including amounts which may be due for labor
and materials furnished thereto, and improvements made thereon;  pursuant to the
Mortgage,  any such sums advanced by Plaintiff shall be added,  with interest at
the rate provided in the Note, to the  indebtedness  secured by the Mortgage and
adjudged a valid lien on the Mortgaged Property.

                  25.  No other  action  or  proceeding  has been  commenced  or
maintained  or is now pending at law or  otherwise  for the  foreclosure  of the
Mortgage  or for the  recovery of the sums  secured by the  Mortgage or any part
thereof.

                  26.  Upon  information  and  belief,  each of the above  named
defendants  is joined  herein  inasmuch as such  defendant  has, or may have, or
claims to have or may claim to have,  rights  and/or  interests in the Mortgaged
Property or some part  thereof,  together  with all  improvements,  fixtures and
personalty  located  therein,  which  interest  or  lien,  if any,  has  accrued
subsequent to or is otherwise subordinate to the lien of the Mortgage.

                  27. Upon information and belief,  no persons or entities other
than those described herein have, may have or claim to have any claim,  interest
in or  lien  upon  the  Mortgaged  Property  which  has  accrued  subsequent  to
Plaintiff's  interest in and lien upon the Mortgaged Property and is subject and
subordinate to the lien of the Mortgage.

                  28.  Notwithstanding any other allegation of this complaint to
the contrary,  The City of New York is made a party defendant  herein solely for
the purpose of foreclosing  those liens, if any, against the Mortgaged  Property
which accrued,  or may accrue,  subsequent to the lien of the Mortgage by virtue
of unpaid liens and possible  general  corporation or New York City franchise or
business  taxes  which are or may be due,  or may become due, to The City of New
York from any owner of record of the Mortgaged Property.

                  29.  Notwithstanding any other allegation of this complaint to
the  contrary,  the  People of the  State of New York is made a party  defendant
herein solely for the purpose of foreclosing  those liens,  if any,  against the
Mortgaged Property which accrued,  or may accrue,  subsequent to the lien of the
Mortgage by virtue of possible unpaid corporation or franchise, business, estate
or gift taxes or license fees which are or may be due, or may become due, to the
People  of the  State of New York  from any  owner of  record  of the  Mortgaged
Property.

                  30.  Notwithstanding any other allegation of this complaint to
the  contrary,  the New York City  Environmental  Control  Board is made a party
defendant  herein  solely for the purpose of  foreclosing  those liens,  if any,
against the Mortgaged Property which accrued,  or may accrue,  subsequent to the
lien of the  Mortgage by virtue of possible  unpaid  environmental  judgments or
liens or assessments as aforesaid which are or may be due, or may become due, to
the New York City  Environmental  Control  Board from any owner of record of the
Mortgaged Property.
<PAGE>
                  WHEREFORE, Plaintiff demands judgment that:

                            A.  Defendants,  or any of  them,  and  all  persons
claiming  by,  through or under all or any of them,  and every  person or entity
whose right,  title,  conveyance or  encumbrance  is recorded  subsequent to the
commencement  of this  action and the filing of the notice of  pendency  of this
action be forever  barred and foreclosed of and from all right,  title,  estate,
interest, claim, lien and equity of redemption in and to the Mortgaged Property,
including, without limitation, the buildings, improvements, fixtures, machinery,
equipment and other articles of  personalty,  and any other rights and interests
upon which the Mortgage is a lien or which are attached to or used in connection
with the Mortgaged Property;

                            B. The amount due to  Plaintiff  on the Note and the
Mortgage be adjudged;

                            C. The moneys arising from the sale of the Mortgaged
Property be brought into Court;

                            D.  Plaintiff  be paid the amounts due upon the Note
and the Mortgage,  including, without limitation,  Interest accrued and accruing
on the Note to the time of such payment,  prepayment  fees,  the expenses of the
sale, costs, expenses,  allowances and disbursements of this action, Plaintiff's
reasonable  attorneys'  fees,  late fees and other  charges as  provided  in the
Mortgage,  together  with any sums paid or advanced by  Plaintiff to protect its
lien on the Mortgaged Property,  any taxes,  assessments,  water charges,  sewer
rents,  insurance  premiums,  repairs to the  Mortgaged  Property  and all other
charges,  interest and penalties on the Mortgaged  Property,  with interest upon
said amounts from the dates of the respective  payments and advances thereof, so
far as the amounts of such monies properly applicable thereto will pay the same;

                            E. The  Mortgaged  Property  be  decreed to be sold,
according  to law,  in "as is"  physical  order  and  condition  subject  to the
following:  (a) any state of facts that an inspection of the Mortgaged  Property
would disclose;  (b) any state of facts that an accurate survey of the Mortgaged
Property  would show;  (c) the rights and  interests of those  defendants  named
herein  whose  rights  and  interests  Plaintiff  elects not to  foreclose;  (d)
covenants, restrictions, easements reservations and public utility agreements of
record,  if any; (e) building and zoning ordinances of the municipality in which
the  Mortgaged  Property is located and  possible  violations  of same;  (f) any
rights of tenants of the Mortgaged Property,  as tenants only; (g) any equity of
redemption  of the United  States of America  to redeem the  Mortgaged  Property
within 120 days from the date of sale; and (h) prior lien(s) of record,  if any,
including, without limitation, any liens for unpaid taxes, assessments and water
rates with interest and penalties accrued;

                            F. The  Mortgaged  Property  be  decreed to be sold,
according  to law,  in one or more  parcels  until  the  entire  amount  owed to
Plaintiff under the Note and the Mortgage is paid in full;

                            G. The referee (or other  officer)  making such sale
be directed to pay from the proceeds of the  Mortgaged  Property sold all taxes,
assessments, and water rates which are liens on such property;

                            H. This Court  forthwith  appoint a receiver  of the
Mortgaged Property,  and of the earnings,  revenues,  rents, issues, profits and
income therefrom,  with the usual powers and duties, during the pendency of this
action;
<PAGE>
                            I.  In  the  event  Plaintiff  possesses  any  other
lien(s) against the Mortgaged Property,  either by way of judgment,  mortgage or
otherwise,  Plaintiff  requests  that  such  other  lien(s)  not  be  merged  in
Plaintiff's  cause of action  set  forth in this  Verified  Complaint,  but that
Plaintiff  shall  be  permitted  to  enforce  such  other  lien(s)  and/or  seek
determination  of the  priority  thereof in one or more  independent  actions or
proceedings, including, without limitation, any surplus money proceedings; and

                            J.  Plaintiff  be  granted  such  other and  further
relief as may be just,  proper and equitable in the premises,  together with the
costs, disbursements and allowances in this action.

Dated:            New York, New York
                  October 29, 1996


                                       BACHNER, TALLY, POLEVOY & MISHER LLP
                                       380  Madison  Avenue  New York,  New
                                       York 10017

                                                         -and-

                                       WACHTELL,  LIPTON,  ROSEN  & KATZ 51
                                       West 52nd Street New York,  New York
                                       10019

                                       Attorneys for Plaintiff
                                       Bankers Trust Company, as Trustee for
                                       the General Motors Hourly-Rate Employees
                                       Pension Trust, and as Trustee for the
                                       General Motors Retirement Program for
                                       Salaried Employes Trust
<PAGE>
                                    EXHIBIT A

                        Description of Mortgaged Property

                  (a) All of the  mortgagor's  right,  title  and  interest,  as
lessee,  in and to the leasehold estate created under that certain  Agreement of
Lease,  dated as of April 1, 1961,  between Febe  Associates and 250 Park Avenue
Corporation,  recorded on May 19, 1961 in the  Register's  Office in Liber 5150,
Page 371 (such  Agreement of Lease,  as the same has  heretofore  been  amended,
being referred to hereinafter as the "Ground  Lease"),  under which Ground Lease
Plaintiff is the successor  lessor and Vista is the successor  lessee,  covering
certain land (the "Land") located in the City, County and State of New York (Tax
Map Section 5, Block 1282, Lot 34) and more  particularly  described in Schedule
A-1  annexed  hereto,  and  the   appurtenances,   easements  and  other  rights
benefitting the Land, as more particularly described in the Ground Lease;

                  (b) Any and all other, further or additional estates,  rights,
title or interests  which may at any time be acquired by the mortgagor by reason
of amendments, modifications, supplements, extensions and renewals of the Ground
Lease;

                  (c) All of the mortgagor's right, title and interest in and to
all the  buildings,  structures and other  improvements,  including the building
fixtures  therein (the  "Improvements"),  now or hereafter  located on the Land,
including,  without  limitation,  the walks,  ways,  signs and  utilities now or
hereafter located on the Land;

                  (d) All of the  mortgagor's  right,  title and interest in, to
and under a certain Land Option Agreement,  dated as of January 4, 1984, between
Plaintiff, as optionor, and Vista, as optionee, with respect to the Land; and

                  (e) All right,  title and interest of the  mortgagor in and to
all machinery, apparatus, equipment, fittings, fixtures, furniture,  furnishings
and articles of personal  property of every kind and nature  whatsoever owned by
the mortgagor and now or hereafter  attached or affixed to the  Improvements and
used or usable in connection with the use or maintenance of the  Improvements or
the mortgagor's interest in the Land;

                  (f) All proceeds of the conversion,  voluntary or involuntary,
of any of the  foregoing  into cash or  liquidated  claims,  including,  without
limitation, proceeds of insurance and condemnation awards with respect thereto;

                  (g) All leases, subleases,  tenancies, sub tenancies and other
agreements  affecting  the use or  occupancy  of all or a  portion  of the  real
property  described in clauses (a), (b) and (c) above, now or hereafter  entered
into,  including,  without  limitation,  all of the mortgagor's  interest in any
Occupancy  Lease (as defined in the Mortgage),  including,  without  limitation,
cash or securities  deposited  thereunder to secure  performances by the tenants
thereunder of their  obligations  thereunder,  and including  further the right,
upon the happening of an Event of Default (as defined in the Mortgage) under the
Mortgage, to receive and collect the rent under any and all Occupancy Leases;

                  (h) All tight,  title and interest of the  mortgagor in and to
all the tenements,  hereditaments,  easements,  rights, privileges,  servitudes,
licenses and  appurtenances  of the real property  described in clauses (a), (b)
and (c) above at any time belonging to or in any way appertaining thereto; and
<PAGE>
                  (i) All estate,  right,  title,  claim or demand whatsoever of
the mortgagor,  either in law or in equity, in possession or expectancy,  in and
to the real and personal property described in clauses (a)-(h) above or any part
thereof, whether now owned or hereafter acquired.
<PAGE>
                                  SCHEDULE A-1

                            Legal Description of Land

All that  parcel of land,  in the  Borough of  Manhattan,  City and State of New
York, hereinafter described:

BEGINNING at the corner formed by the intersection of the northerly line of 46th
Street with the westerly line of Park Avenue;

RUNNING THENCE  westerly  along the northerly  line of 46th Street,  one hundred
twenty-four  (124) feet,  four (4) inches more or less to the  easterly  line of
Vanderbilt Avenue;

THENCE northerly along said easterly line of Vanderbilt Avenue two hundred (200)
feet ten (10) inches more or less to the southerly line of 47th Street;

THENCE easterly along the southerly line of 47th Street one hundred  twenty-four
(124) feet,  four (4) inches more or less to the  westerly  line of Park Avenue;
and

THENCE  southerly  along the westerly line of Park Avenue two hundred (200) feet
ten (10) inches more or less to the point or place of BEGINNING.

Excepting,  however,  from the parcel of land above described,  all that portion
thereof  lying below a  horizontal  plane  drawn at  elevation  52.75 feet,  and
intersecting  the  northerly,  southerly,  easterly and  westerly  bounds of the
parcels of land above described,  together with all subsurface  rights in and to
46th Street,  47th Street,  Park Avenue and Vanderbilt Avenue, in the Borough of
Manhattan, City of New York.

The elevation above referred to has reference to the datum plane of The New York
Central  Railroad  Company,  which takes for its elevation 0 feet 00 inches mean
high  water  mark of the East  River,  at the foot of East 26th  Street,  in the
Borough of Manhattan, City of New York, as in effect on June 1, 1905.
<PAGE>
                                  VERIFICATION

COMMONWEALTH OF MASSACHUSETTS                        )
                                                     )        ss.:
COUNTY OF SUFFOLK                                    )

                  MARK A. ALBERTSON, being duly sworn, deposes and says:

                  1. I am a Director of  Aldrich,  Eastman & Waltch,  L.P.,  the
attorney-in-fact  for Bankers Trust  Company,  as Trustee for the General Motors
Hourly-Rate  Employees  Pension  Trust,  and as Trustee for the  General  Motors
Retirement  Program for Salaried  Employes  Trust,  the  plaintiff in the within
action.

                  2. I have  read the  within  complaint  and know the  contents
thereof  and  same are true to the  best of my  knowledge.  As to those  matters
alleged on information  and belief,  I believe them to be true to the best of my
knowledge.  The grounds of my belief as to matters not stated upon my  knowledge
are the books and records of the plaintiff.
                                                         /s/ Mark A. Albertson
                                                         ---------------------
                                                         MARK A. ALBERTSON
Sworn to before me this
29th day of October, 1996.
/s/______________________
Notary Public
<PAGE>
                                    ORIGINAL
-----------------------------------------------------------------
_____ Affirmation

                                    in  the  within  action;  I  have  read  the
                  foregoing and know the contents  thereof;  the same is true to
                  my own knowledge,  except as for the matters therein stated to
                  be alleged on information and belief,  and as to those matters
                  I believe it to be true. The reason this  verification is made
                  by me and not by ____


                  The ground of my belief as to all  matters  not stated upon my
                  own knowledge are as follows:

I affirm that the foregoing statement are true, under the penalties of perjury.
Dated:                                             
                                                _______________________________ 
                                                The name signed must be printed
                                                underneath
STATE OF                   COUNTY OF                                   ss.:
___ Individual Verification

___ Corporate Verification
         I,                                 being duly sworn, depose
         and say: I am the                     in the within action;
<PAGE>
         I have read the  foregoing and know the contents  thereof;  the same is
         true to my own knowledge, except as to the matters therein stated to be
         alleged on information and belief,  and as to those matters,  I believe
         it to be true. 

         the                           of
         a                                            corporation and a party in
         the within action; I have read the foregoing
                 and know the contents  thereof;  and the same is true to my own
         knowledge,  except as to the matters  therein stated to be alleged upon
         information  and  belief,  and as to those  matters I believe  it to be
         true.  This  verification  is made by me because  the above  party is a
         corporation and I am an officer thereof. The grounds of my belief as to
         all matters not stated upon my own knowledge are as follows:

Sworn to before me on                              19__  _______________________
                                                         The name signed must be
                                                         printed beneath

STATE OF                COUNTY OF         ss.:   (If both boxes are checked -
                                                 indicate after names, type of
                                                 service used.)

I,                          being sworn say:  I am not a party to
the action, am over 18 years of age and reside at
On                19__  I served the within
<PAGE>



___ Service
By Mail                            by depositing a true copy thereof enclosed in
                                   a post-paid wrapper, in an official
                                   depository under the exclusive care and
                                   custody of the U.S. Postal Service within
                                   this State, addressed to each of the
                                   following persons at the last known address
                                   set forth after each name.
___ Personal
Service on Individual
                                   by delivering a true copy thereof personally
                                   to each  person  named  below at the address
                                   indicated.  I knew each person  served to be
                                   the person  mentioned  and described in said
                                   papers as a party therein.


Sworn to before me on                           19__     ______________________
                                                         The name signed must be
                                                         printed beneath
<PAGE>
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK

BANKERS TRUST COMPANY, as Trustee for the General Motors Hourly-
Rate Employees Pension Trust and as Trustee for the General
Motors Retirement Program for Salaried Employes Trust,

                                                                  Plaintiff,

                                    - against -

VISTA PROPERTIES, a California limited partnership, NORLANDER
CONTRACTING CORPORATION, ACTION GLASS CO., INC., NEW YORK CITY
ENVIRONMENTAL CONTROL BOARD, THE PEOPLE OF THE STATE OF NEW YORK,
THE CITY OF NEW YORK, "JOHN DOE" NOS. ONE TO ONE HUNDRED, "JOHN
DOE CORPORATION" NOS. ONE TO ONE HUNDRED, AND "JOHN DOE COMPANY"
NOS. ONE TO ONE HUNDRED,
                                                              Defendants.



                         SUMMONS AND VERIFIED COMPLAINT

                      BACHNER, TALLY, POLEVOY & MISHER LLP
                               380 Madison Avenue
                            New York, New York 10017
<PAGE>


                                 (212) 687-7000

                                       AND

                         WACHTELL, LIPTON, ROSEN & KATZ
                               51 West 52nd Street
                            New York, New York 10019
                                 (212) 403-1000

                             ATTORNEYS FOR PLAINTIFF

To                                            Service of a copy of the within is
                                              hereby admitted

                                              Dated_______________ 19__

Attorney(s) for                               __________________________________

<PAGE>
                                                                  EXHIBIT 10(ww)

                                                     At  IAS   Part  32  of  the
                                                     Supreme  Court of the State
                                                     of New  York,  held  in and
                                                     for the County of New York,
                                                     at   the   Courthouse,   60
                                                     Centre  Street,  New  York,
                                                     New York, on Nov. 7, 1996

P R E S E N T:

         HON.

                  Justice.

-------------------------------------x
BANKERS TRUST COMPANY, as Trustee
for the General Motors Hourly-Rate
Employees Pension Trust, and as
Trustee for the General Motors
Retirement Program for Salaried
Employes Trust,

                                                             Index No. 605459/96
                                    Plaintiff,

                  - against -

VISTA PROPERTIES, a California                               ORDER APPOINTING
limited partnership NORLANDER                                RECEIVER
CONTRACTING CORPORATION, ACTION
GLASS CO., INC., NEW YORK CITY
ENVIRONMENTAL CONTROL BOARD, THE
PEOPLE OF THE STATE OF NEW YORK,
THE CITY OF NEW YORK, "JOHN DOE"
NOS. ONE TO ONE HUNDRED, "JOHN DOE
CORPORATION" NOS. ONE TO ONE
HUNDRED, AND "JOHN DOE COMPANY"
NOS. ONE TO ONE HUNDRED,

                                    Defendants.

The  Names  of the  "John  Doe"
Defendants Being Fictitious and
Unknown to Plaintiff, the Persons
and Entities Intended Being Those
Who May Be in Possession of, or May
Have Rights,  Possessory  Liens or
Other Interests in the Premises
Herein Described.
-------------------------------------x

                  Upon the  summons,  the verified  complaint  and the notice of
pendency of this  action,  all filed in the office of the Clerk of the County of
New  York on  October  31,  1996,  and  upon the  annexed  affidavit  of Mark A.
Albertson, sworn to on October 29, 1996, with exhibits thereto, and it appearing
<PAGE>
to the  satisfaction of this Court:  that this action was brought to foreclose a
mortgage upon certain property hereinafter more particularly described,  situate
in New York County; that in and by said mortgage it was covenanted and agreed by
the  mortgagor  that upon the  occurrence  of any event of default as  specified
therein the mortgagee is entitled to the  appointment of a receiver or receivers
of said mortgaged  property and of all the earnings,  revenues,  rents,  issues,
profits and income thereof; that said mortgage further contains an assignment to
the  mortgagee of all leases,  sub-leases,  tenancies,  sub  tenancies and other
agreements  affecting  use and  occupancy  of all or a portion of the  mortgaged
property and of all of the tenants' obligations thereunder; that the balance due
and unpaid on said  mortgage is the principal  sum of  $90,160,000.00,  together
with accrued and unpaid interest  thereon through  September 30, 1996 in the sum
of $104,881,948.96,  and other fees and indebtedness due thereunder; that events
of default  have  occurred  and are  continuing  under said  mortgage;  that the
mortgaged  property is insufficient  and inadequate  security for the amount due
upon said mortgage;  and that the appointment of a receiver of the rents, income
and  profits of the  mortgaged  property  is  necessary  for the  protection  of
Plaintiff;

                  NOW, on the motion of Bachner, Tally, Polevoy & Misher LLP and
Wachtell, Lipton, Rosen & Katz, attorneys for Plaintiff, it is

                  ORDERED, that Darrell Paster, of Farrer Paster & Enriquez, 270
Madison Avenue,  New York, New York 10016, be and hereby is appointed,  with the
usual  powers and  directions,  receiver  (the  "Receiver")  for the  benefit of
Plaintiff of all the earnings,  revenues,  rents, issues, profits and income now
due or unpaid or to become due during the  pendency  of this  action and issuing
out of the mortgaged  property herein (the "Property")  consisting of the ground
lease covering certain land located at 250 Park Avenue,  New York, New York (Tax
Map Section 5, Block 1282, Lot 34), and certain improvements and other property,
all as more  particularly  described  in "Exhibit A" annexed  hereto;  and it is
further

                  ORDERED,  that before  entering upon his duties,  the Receiver
execute to the People of the State of New York,  and file with the Clerk of this
Court,  an  undertaking  in the  amount of  $5,775,000.00,  conditioned  for the
faithful performance of his duties as Receiver; and it is further

                  ORDERED, that the Receiver, prior to entering upon his duties,
execute and file an oath that he will faithfully and fairly  discharge the trust
committed to him necessary to fulfill his duties as receiver; and it is further

                  ORDERED,  that the  Receiver  be and hereby is  empowered  and
directed  to demand,  collect and receive  from the  tenants and  subtenants  in
possession  of the Property or any portions  thereof,  or other  persons  liable
therefor,  all the  rents,  use and  occupancy  thereof  now due and  unpaid  or
hereafter to become due during the pendency of this action; and it is further

                  ORDERED, that the Receiver be and hereby is authorized to hire
and retain an entity or person to be agreed  upon with the  Plaintiff  to act as
managing agent to operate the Property on the Receiver's  behalf,  said managing
agent  to be  compensated  for the  fair and  reasonable  value of the  managing
agent's services solely out of the rents and profits of the Property;  and it is
further
<PAGE>
                  ORDERED,  that the  Receiver  be and hereby is  authorized  to
institute,  prosecute and settle all legal proceedings  necessary for the proper
care and  protection of the Property or to recover  possession of the whole , or
any  part  thereof,  and to  institute,  prosecute  and  settle  suits  for  the
collection of rents now due or hereafter to become due, and summary  proceedings
for the  removal  of any  tenant  or  tenants  or  subtenants  or other  persons
therefrom, subject to provisions of the rent control or rent stabilization laws,
where  applicable,  or to enforce this order, but not to employ counsel therefor
except pursuant to further order of this Court or upon consent of Plaintiff; and
it is further

                  ORDERED,  that the Receiver be and hereby is  directed,  after
paying the  expenses  of the  management  and care of the  Property  as provided
herein,  to  retain  the  moneys  which may come into his hands by virtue of the
receivership, to be held until the further order of the Court.

                  ORDERED,  the Receiver promptly deposit all moneys received by
him at the time he receives the same into a separate interest-bearing account at
Citibank, 399 Park Avenue, New York, New York, (the "Depository"),  such account
to be in his name,  as  Receiver,  showing  the name of the  instant  case;  the
Depository  shall furnish  monthly  statements of deposits into and  withdrawals
from, said account,  to the Receiver and also to Plaintiff's  attorneys;  and no
funds shall be withdrawn  from said account  except by order of this Court or by
draft or check  signed by the Receiver  and  countersigned  by the surety on his
undertaking; and it is further

                  ORDERED, that the Receiver be and hereby is authorized to keep
the  Property  insured  against  loss or  damage  by  fire;  to pay  any  taxes,
assessments  and water  rates  and  sewer  rents  upon the  Property  now due or
hereafter  and during the  pendency of this action to become due; to comply with
all  requirements of any municipal  department or other authority of The City of
New York; and to procure such liability insurance as may be necessary; and it is
further

                  ORDERED, that defendants,  their agents, officers,  employees,
representatives,  servants and attorneys,  and each and every one of them,  turn
over to the Receiver all rents,  income and profits of the Property currently in
their  possession  that have been derived from the  Property  subsequent  to the
appointment of the Receiver; and it is further

                  ORDERED,  that the Receiver be and hereby is authorized to (i)
take all necessary steps to preserve the Plaintiff's  collateral;  and (ii) use,
manage, control,  maintain,  repair, restore and otherwise operate every part of
the  Property  and to expend such sums as may be  necessary  therefor out of the
proceeds of his  collections  from the Property;  provided,  however,  that such
expenses for capital improvements are not to exceed $5,000 for each such item of
capital  improvement with respect to the Property without further  authorization
of this Court or prior written consent of Plaintiff, and after making payment of
or provision for the foregoing amounts under clauses (i) and (ii) and such other
amounts  as  provided  in this Order or as  directed  by this  Court,  to pay to
Plaintiff,  from  collections  from the Property,  rental payments due under the
Ground  Lease and  interest  accrued  on the Note in  accordance  with its terms
during the pendency of this foreclosure action; and it is further

                  ORDERED,  that the Receiver be and hereby is  authorized  from
time to time, to rent or lease for a term not  exceeding  five years any part of
the Property at prevailing  market rates for like space  subject to  Plaintiff's
approval; and it is further
<PAGE>
                  ORDERED,  that the tenants or  subtenants in possession of the
Property or such other persons as may be in possession  thereof, be and they are
hereby  directed to attorn to the Receiver,  and until the further order of this
Court, to pay over to the Receiver all rents,  use and occupancy of the Property
now due and unpaid or that may  hereafter  become due,  and that all tenants and
subtenants  of the  Property  and other  persons  liable for the rents,  use and
occupancy be and they hereby are enjoined and restrained from paying any rent or
use and occupancy for the Property to  defendants  or their  respective  agents,
officers, employees, representatives, servants or attorneys; and it is further

                  ORDERED, that defendants,  their respective agents,  officers,
employees representatives,  servants,  attorneys and each and every one of them,
be and they hereby are enjoined and  restrained  from  modifying or reducing the
rents of or derived from the Property, or Plaintiff's security interest therein,
from  collecting  the rents of or derived  from the Property or any part thereof
and from interfering in any manner with the Property,  or any part thereof,  the
collection of rents by the Receiver, or possession thereof or the performance of
the  Receiver's  duties  hereunder;  and that  defendants  and their  respective
agents, officers, employees,  representatives,  servants and attorneys forthwith
turn over and make  available  to the  Receiver  all  books,  records,  escrows,
leases, subleases,  ledgers,  statements,  rent rolls, accounts, keys,, security
deposits, contracts with vendors and suppliers,  outstanding invoices and bills,
paid invoices and bills and other contracts,  agreements, documents or materials
necessary for the Receiver to comply with his duties and obligations  hereunder;
and it is further

                  ORDERED,  that the Receiver,  or any party hereto,  may at any
time, upon proper and sufficient  notice to all parties who may have appeared in
this action, apply to this Court for further or other instructions or additional
powers whenever such instructions or additional powers shall be deemed necessary
to enable the Receiver to perform  properly and legally the duties of his office
as Receiver; and it is further

                  ORDERED,  that the Receiver appointed herein shall comply with
section  36.3 of the Rules of the Chief  Judge by filing OCA form 830.1 with the
Office of Court  Administration.  Any  subsequent  affidavit or  affirmation  of
service  submitted  to this  Court  must  contain a  statement  indicating  such
compliance  and be  accompanied  by  properly  completed  OCA  form  830 and the
information attached thereto; and it is further

                  ORDERED,   that  the  Receiver  register  with  any  Municipal
Department as provided by applicable law and expend rents and income and profits
as described in subdivision  two of Real Property  Actions and  Proceedings  Law
("RFAPL"), Section 1325, except that a priority shall be given to the correction
of immediately  hazardous and hazardous  violations of housing  maintenance  law
within  the  time  set  by  orders  of  any  municipal  department,  or,  if not
practicable, seek a postponement of the time for compliance; and it is further

                  ORDERED,   that  the   appointee   comply   with  the  annexed
informational sheet.

                                                  ENTER:

                                                 /s/      ______________________
                                                                   J.S.C.