Pursuant to GAAP consolidation guidance, the Company consolidates certain VIEs for which the Company is the primary beneficiary. As of September 30, 2023 and December 31, 2022, the Company has identified eight consolidated VIEs, including the Operating Partnership and the Funds. Excluding the Operating Partnership and the Funds, the VIEs consisted of three in-service core properties: the Williamsburg Portfolio, 239 Greenwich Avenue, and 8833 Beverly Boulevard. The Operating Partnership is considered a VIE in which the Company is the primary beneficiary because the limited partners do not have substantive kick-out or participating rights. The Company consolidates these VIEs because it is the primary beneficiary in which the Company has (i) the power to direct the activities of the entity that most significantly impact the entity's economic performance, and (ii) the obligation to absorb the entity's losses or receive benefits from the entity that could potentially be significant to the entity. The third parties’ interests in these consolidated entities are reflected as noncontrolling interests in the accompanying condensed consolidated financial statements and in Note 10.

The majority of the operations of these VIEs are funded with fees earned from investment opportunities or cash flows generated from the properties. The Company has not provided financial support to any of these VIEs that it was not previously contractually required to provide, which consists primarily of funding any capital commitments and capital expenditures, which are deemed necessary to continue to operate the entity and any operating cash shortfalls the entity may experience.

Since the Company conducts its business through and substantially all of its interests are held by the Operating Partnership, substantially all of the assets and liabilities on the condensed consolidated balance sheets represent the assets and liabilities of the Operating Partnership. As of September 30, 2023 and December 31, 2022, the condensed consolidated balance sheets include the following assets and liabilities of the consolidated VIEs of the Operating Partnership:


(dollars in thousands)	September 30, 2023		December 31, 2022
VIE ASSETS
Operating real estate, net	$	1,636,783	$	1,466,381
Real estate under development		28,132		129,888
Investments in and advances to unconsolidated affiliates		100,502		210,922
Other assets, net		97,396		98,675
Right-of-use assets - operating leases, net		2,220		2,535
Cash and cash equivalents		10,506		13,330
Restricted cash		7,400		14,995
Rents receivable, net		19,666		17,915
Total VIE assets (a)	$	1,902,605	$	1,954,641

VIE LIABILITIES
Mortgage and other notes payable, net	$	795,600	$	761,166
Unsecured notes payable, net		20,264		51,202
Accounts payable and other liabilities		122,162		95,385
Lease liability - operating leases, net		2,326		2,657
Total VIE liabilities (a)	$	940,352	$	910,410

(a)

At September 30, 2023 and December 31, 2022, includes total VIE assets of $670.5 million and $678.1 million, respectively, and total VIE liabilities of $206.0 million and $200.4 million, respectively, related to third-party mortgages that are collateralized by the real estate assets of City Point, a Fund II property, and 27 East 61st Street, 801 Madison Avenue, and 1035 Third Avenue, all Fund IV properties, of which $72.5 million is guaranteed by the Operating Partnership (Note 9). The remaining VIE assets are generally encumbered by third-party non-recourse mortgage debt and are collateral under the respective mortgages and are therefore restricted and can only be used to settle the corresponding liabilities of the VIE. The remaining VIE assets may only be used to settle obligations of these consolidated VIEs and the remaining VIE liabilities are only the obligations of these consolidated VIEs and they do not have recourse to the Operating Partnership or the Company.

The Company holds variable interests in certain VIEs which are not consolidated. While the Company may be responsible for managing the day-to-day operations of these investees, it is not the primary beneficiary of these VIEs, as the Company does not hold unilateral power over activities that, when taken together, most significantly impact the respective VIE's economic performance. The Company accounts for investments in these entities under the equity method (Note 4). As of September 30, 2023 and December 31, 2022, the Company has determined that the following entities are VIEs: 1238 Wisconsin Avenue and the Georgetown Portfolio. The Company's involvement with these entities is in the form of direct and indirect equity interests and fee arrangements. The maximum exposure to loss in these entities is limited to: (i) the amount of the Company's

equity investment, (ii) the $0.7 million remaining construction commitment related to its investment in 1238 Wisconsin, and (iii) debt guarantees (Note 9). The Company's aggregate investment in the unconsolidated VIEs assets was $44.9 million and $41.5 million at September 30, 2023 and December 31, 2022, respectively. The Company's aggregate investment in unconsolidated VIEs liabilities was $40.0 million and $49.2 million at September 30, 2023 and December 31, 2022, respectively.