6.	Investment and Disposition Activities

2016 Transactions

446 Highline LLC (450 West 14^th Street), New York, New York – refinancing – On April 13, 2016 the venture in which the Liquidating Trust holds a preferred equity interest refinanced the first mortgage debt collateralized by the underlying property. In connection with the refinancing, Winthrop funded approximately $3,175,000 to the venture to cover closing costs and to fund initial escrows. Of this amount, $2,540,000 is considered to be a capital contribution and the remaining $635,000 was a loan to its venture partner. The partner loan bore interest at 12% per annum and was due on July 5, 2016. The partner loan was repaid in full in July 2016. Upon repayment of the partner loan, the venture partner has been deemed to have made a capital contribution to the venture in the amount of the partner loan.

Sullivan Center, Chicago, Illinois – sale of interest - On April 27, 2016 Winthrop sold its interests in this asset to its venture partner for aggregate gross proceeds of $95,270,000 which included the ownership interest in the mezzanine loan that was classified as a secured financing receivable for financial reporting purposes.

Lake Brandt, Greensboro, North Carolina – property sale – On May 12, 2016 Winthrop sold its residential property known as Lake Brandt Apartments for gross proceeds of $20,000,000 and received net proceeds of $6,296,000 after satisfaction of third party mortgage debt and closing costs. The liquidation value of the property was $20,000,000 at December 31, 2015.

Highgrove, Stamford, Connecticut – property sale – On May 19, 2016 the venture in which Winthrop holds an 83.7% interest sold its apartment building located in Stamford, Connecticut for gross proceeds of $87,500,000. Proceeds of the sale were used to fully satisfy the $77,767,000 mortgage loan collateralized by the property and the venture’s remaining property in Houston, Texas. Exclusive of the forfeited deposits discussed below, the liquidation value of the property was $85,000,000 at December 31, 2015.

The property was previously under contract with a different purchaser which contract was terminated on January 21, 2016 due to the prospective purchaser’s inability to timely close. In accordance with the terms of that contract, the venture retained the prospective purchaser’s $5,000,000 deposit. Subsequently, the venture entered into a settlement agreement with the prospective purchaser which provided for a return of a portion of the retained deposit. In February 2016 the venture returned $1,000,000 of the previously retained deposit and, upon the sale of the property, the venture returned an additional $1,500,000 of the previously retained deposit.

Jacksonville, Florida – property sale – On June 30, 2016 Winthrop sold its warehouse property in Jacksonville, Florida for a gross sales price of $10,500,000. Winthrop provided seller financing of $8,400,000 which loan bears interest at the rate of LIBOR plus 5% with a floor of 6% and a ceiling of 8%. The loan requires monthly payments of interest only and matures on July 1, 2019. The liquidation value of the property was $11,432,000 at December 31, 2015.

Mentor Retail, Chicago, Illinois – property sale/loan satisfaction - On July 29, 2016 the venture in which Winthrop held a 49.9% interest sold the Mentor Retail property for gross proceeds of $10,450,000. During 2016 Winthrop received aggregate distributions of $3,906,000 from the venture which includes its share of operating cash flow and sale proceeds through the dissolution of the venture. The liquidation value of this investment was $2,986,000 at December 31, 2015.

In addition, in connection with the property sale Winthrop received $2,510,000 in full repayment of the Mentor Retail loan receivable plus all accrued and unpaid interest. The liquidation value of the loan receivable was $2,511,000 at December 31, 2015.

One East Erie, Chicago, Illinois – property sale – On August 11, 2016 the Liquidating Trust sold to an independent third party its office property known as One East Erie for gross proceeds of $47,900,000 and received net proceeds of $46,982,000 after payment of closing costs. The liquidation value was $53,000,000 at December 31, 2015.

Churchill, Pennsylvania – loan satisfaction – On October 5, 2016 the Liquidating Trust entered into a discounted payoff agreement with the borrower under the Churchill loan. The agreement provided for the loan, which had an outstanding principal balance of $333,000 to be fully satisfied for $100,000. The Liquidating Trust received $100,000 in full satisfaction of the loan pursuant to the terms of the agreement. The liquidation value of the loan receivable was $0 at December 31, 2015.

Poipu Shopping Village – loan satisfaction – On November 10, 2016 the Liquidating Trust received $2,741,000 in full repayment, inclusive of all accrued and unpaid interest, on the B-Note collateralized by the Poipu Shopping Village located in Koloa, Hawaii. The liquidation value of the loan receivable was $2,756,000 at December 31, 2015.

701 Seventh Avenue, New York, New York – capital contributions/refinancing – Winthrop and the Liquidating Trust invested an additional $13,013,000 in this venture during 2016 bringing its total invested capital in the venture to $128,502,000 at December 31, 2016. The Liquidating Trust is contractually obligated to contribute up to $137,256,000 in the aggregate to this venture. No contributions have been made to this venture in 2017.

On November 1, 2016 this venture refinanced a portion of its existing indebtedness with a new $510,000,000 mortgage loan and a new $255,500,000 mezzanine loan. The new loans bear interest at a blended rate of LIBOR plus 6.49% per annum with a LIBOR floor of 0.40%, require payments of interest only and mature November 9, 2018, subject to three six-month extensions. These new loans replaced the existing mortgage and mezzanine loans in the aggregate amount of $615,000,000 and which bore interest at LIBOR plus 8% per annum. The existing $200,000,000 EB-5 mezzanine loan which bears interest at 5.9% per annum remains in place.

At closing, $237,500,000 of the mortgage loan and $176,000,000 of the mezzanine loan were drawn down. At December 31, 2016 the outstanding balances on the mortgage loan, mezzanine loan and EB-5 loan were $240,041,000, $203,466,000 and $195,000,000, respectively. The remaining $326,993,000 in the aggregate is available to be drawn down to fund completion of construction of the retail and hotel development.

2015 Transactions

Vintage Housing Holdings – sale of interest – On January 2, 2015 Winthrop contributed an additional $5,645,000 to the venture to acquire the limited partner interests in two of the underlying properties. During the six months ended June 30, 2015 Winthrop received distributions, inclusive of return of capital distributions, totaling $4,959,000 from the venture. On June 1, 2015 Winthrop sold its interest in Vintage Housing Holdings LLC to an independent third party and received net proceeds of approximately $82,471,000. The liquidation value of this investment was $82,928,000 at December 31, 2014.

Edens Center and Norridge Commons – loan satisfaction - On February 5, 2015 the Norridge, Illinois property, which was one of the two properties that collateralized this loan receivable, was sold and Winthrop received a principal payment of $15,275,000 plus all accrued and unpaid interest due in connection with the sale. The outstanding principal balance on the loan receivable was $97,000 at September 30, 2015. Upon satisfaction of the loan, Winthrop was entitled to a participation interest equal to 30% of the value of both of the properties which collateralized the loan in excess of $115,000,000. On October 9, 2015 Winthrop received $3,100,000 in full satisfaction of the loan receivable and the participation interest.

In connection with the repayment in full of the loan receivable collateralized by the Edens Center and Norridge Commons properties, Winthrop sold its general partner interests in the two properties for an aggregate price of $493,000 pursuant to the terms of an existing option agreement. The sale price plus aggregate distributions received in 2015 was consistent with the liquidation value at December 31, 2014.

44 Monroe, Phoenix, Arizona – property sale – On April 14, 2015 the venture in which Winthrop holds an 83.7% interest sold its apartment building located in Phoenix, Arizona for gross proceeds of $50,650,000. The entire net proceeds, after closing costs and pro-rations, of approximately $49,143,000 were used to pay down the loan collateralized by the remaining properties in the venture. The liquidation value of the property was $50,650,000 at December 31, 2014.

Concord Debt Holdings – loan satisfaction - During May 2015 Winthrop received a distribution of $20,173,000 from its Concord Debt Holdings LLC venture. The distribution was in connection with the sale of the luxury hotel assets owned by the MSREF hotel venture in which Concord Debt Holdings LLC holds an interest.

CDH CDO LLC – loan sale/satisfaction - On June 25, 2015 the venture closed on the sale of four bond assets and one loan asset for gross proceeds of $54,122,000. The proceeds of the sale were utilized to fully satisfy the debt of the venture. Additionally, in June 2015 a loan asset held by the venture was repaid at par, which was consistent with Winthrop’s liquidation value at December 31, 2014. On July 1, 2015 Winthrop received a $6,200,000 distribution from this venture.

Cerritos, California – property sale - On September 16, 2015 Winthrop sold its office property located in Cerritos, California for gross proceeds of $30,500,000 and received net proceeds of $6,174,000 after satisfaction of third party mortgage debt, closing costs and pro rations. The liquidation value of the property was $29,916,000 at December 31, 2014.

701 Seventh Avenue, New York, New York – capital contributions - Winthrop invested an additional $8,865,000 in this venture during 2015. As of December 31, 2015 Winthrop had total invested capital in the venture of $115,489,000.