Guaranty associated with Credit Agreement among Weingarten Realty Investors



 EXHIBIT 10.72 
 GUARANTY 
 (Additional Guarantors) 

THIS GUARANTY dated as of November 14, 2011 executed and delivered by each of the undersigned, whether one or more,
(all each a “Guarantor” and, collectively, the “Guarantors”), in favor of (a) THE BANK OF NOVA SCOTIA, in its capacity as Administrative Agent (the “Agent”) for the Lenders under that certain Credit Agreement dated
as of August 29, 2011, by and among WEINGARTEN REALTY INVESTORS (the “Borrower”), the financial institutions party thereto and their assignees in accordance therewith (the “Lenders”), and the Agent (as the same may be
amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Credit Agreement”) and (b) the Lenders. 

WHEREAS, pursuant to the Credit Agreement, the Lenders have made available to the Borrower certain financial
accommodations on the terms and conditions set forth in the Credit Agreement; 
 WHEREAS, each Guarantor is a
wholly owned Subsidiary of the Borrower; 
 WHEREAS, the Borrower, each Guarantor and the other Subsidiaries of
the Borrower, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the
Agent and the Lenders through their collective efforts; 
 WHEREAS, each Guarantor acknowledges that it will
receive direct and indirect benefits from the Agent and the Lenders making such financial accommodations available to the Borrower under the Credit Agreement and, accordingly, each Guarantor is willing to guarantee the Borrower’s obligations to
the Agent and the Lenders on the terms and conditions contained herein; and 
 WHEREAS, each Guarantor’s
execution and delivery of this Guaranty is one of the conditions precedent to the Agent and the Lenders making, or continuing to make, such financial accommodations to the Borrower. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each
Guarantor, each Guarantor agrees as follows: 
 Section 1.
        Guaranty.    Each Guarantor hereby absolutely and unconditionally guaranties the due and punctual payment and performance of all of the following when due (collectively
referred to as the “Obligations”): (a) all indebtedness and obligations owing by the Borrower to any of the Lenders or the Agent under or in connection with the Credit Agreement and any other Loan Document, including without
limitation, the repayment of all principal of the Loans made by the Lenders to the Borrower under the Credit Agreement and the payment of all interest, fees, charges, reasonable attorneys fees and other amounts payable to any Lender or the Agent
thereunder or in connection therewith; (b) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; and (c) all expenses, including, without limitation,








 
reasonable attorneys’ fees and disbursements, that are incurred by the Lenders or the Agent in the enforcement of any of the foregoing or any obligation of such Guarantor hereunder.

 Section 2.         Guaranty of Payment and Not of
Collection.    This Guaranty is a guaranty of payment, and not of collection, and a debt of each Guarantor for its own account. Accordingly, the Lenders and the Agent shall not be obligated or required before enforcing this
Guaranty against any Guarantor: (a) to pursue any right or remedy the Lenders or the Agent may have against the Borrower, any other Guarantor or any other Person or commence any suit or other proceeding against the Borrower, any other Guarantor
or any other Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of the Borrower, any other Guarantor or any other Person; or (c) to make demand of the Borrower, any other Guarantor or any other
Person or to enforce or seek to enforce or realize upon any collateral security held by the Lenders or the Agent which may secure any of the Obligations. In this connection, each Guarantor hereby waives the right of such Guarantor to require any
holder of the Obligations to take action against the Borrower as provided by any legal requirement of any Governmental Authority. 
 Section 3.         Guaranty Absolute.    Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the
terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of each
Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any
circumstance or occurrence whatsoever (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): 

(a)        (i) any change in the amount, interest rate or due date or other term
of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit
Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in
respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment
or transfer of any of the foregoing; 
 (b)        any lack of validity
or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; 

(c)        any furnishing to the Agent or the Lenders of any security for the
Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; 







 (d)        any settlement or
compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower;

 (e)        any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding;

 (f)         any nonperfection of any security interest or other Lien
on any of the collateral securing any of the Obligations; 

(g)        any act or failure to act by the Borrower or any other Person which
may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; 
 (h)        any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless
of what liabilities of the Borrower remain unpaid; 
 (i)         any
defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or 

(j)         any other circumstance which might otherwise constitute a defense
available to, or a discharge of, any Guarantor hereunder. 
 Section 4.
        Action with Respect to Obligations.    The Lenders and the Agent may in accordance with the Credit Agreement, at any time and from time to time, without the consent of, or
notice to, any Guarantor, and without discharging any Guarantor from its obligations hereunder take any and all actions described in Section 3 and may otherwise: (a) amend, modify, alter or supplement the terms of any of the
Obligations, including, but not limited to, extending or shortening the time of payment of any of the Obligations or the interest rate that may accrue on any of the Obligations; (b) amend, modify, alter or supplement the Credit Agreement or any
other Loan Document; (c) sell, exchange, release or otherwise deal with all, or any part, of any collateral securing any of the Obligations; (d) release any Person liable in any manner for the payment or collection of the Obligations;
(e) exercise, or refrain from exercising, any rights against the Borrower or any other Person (including, without limitation, any other Guarantor); and (f) apply any sum, by whomsoever paid or however realized, to the Obligations in such
order as the Lenders or the Agent shall elect in accordance with the Credit Agreement. 
 Section 5.
        Representations and Warranties.    Each Guarantor hereby makes to the Agent and the Lenders all of the representations and warranties made by the Borrower with respect to or
in any way relating to such Guarantor in the Credit Agreement and the other Loan Documents, as if the same were set forth herein in full. 
 Section 6.         Covenants.    Each Guarantor will comply with all covenants which the Borrower is to cause such Guarantor to
comply with under the terms of the Credit Agreement or any other Loan Documents. 







 Section 7.
        Waiver.    Each Guarantor, to the fullest extent permitted by applicable law, hereby waives notice of acceptance hereof or any presentment, demand, protest or notice of any
kind, and any other act or thing, or omission or delay to do any other act or thing, which in any manner or to any extent might vary the risk of such Guarantor or which otherwise might operate to discharge such Guarantor from its obligations
hereunder. 
 Section 8.         Inability to Accelerate
Loan.    If the Agent and/or the Lenders are prevented from demanding or accelerating payment thereof by reason of any automatic stay or otherwise, the Agent and/or the Lenders shall be entitled to receive from each
Guarantor, upon demand therefor, the sums which otherwise would have been due had such demand or acceleration occurred. 
 Section 9.         Reinstatement of Obligations.    Each Guarantor agrees that this Guaranty shall continue to be effective or be
reinstated, as the case may be, with respect to any Obligations if at any time payment of any such Obligations is rescinded or otherwise must be restored by the Agent and/or the Lenders upon the bankruptcy or reorganization of the Borrower or any
Guarantor or otherwise. 

Section 10.        Subrogation.    Until all of
the Obligations shall have been indefeasibly paid in full, any right of subrogation a Guarantor may have shall be subordinate to the rights of Agent and the Lenders and each Guarantor hereby waives any right to enforce any remedy which the Agent
and/or the Lenders now have or may hereafter have against the Borrower, and each Guarantor hereby waives any benefit of, and any right to participate in, any security or collateral given to the Agent and the Lenders to secure payment or performance
of any of the Obligations. 
 Section 11.        Payments Free
and Clear.    All sums payable by each Guarantor hereunder shall be made free and clear of and without deduction for any Indemnified Taxes (as defined in the Credit Agreement) or Other Taxes (as defined in the Credit
Agreement); provided that if any Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section), the Agent, Lender or Issuing Bank (as defined in the Credit Agreement) (as the case may be) receives an amount equal to the sum it would have received had no such
deductions been made; (ii) such Guarantor shall make such deductions; and (iii) such Guarantor shall pay the full amount deducted to the relevant Governmental Authority (as defined in the Credit Agreement) in accordance with applicable
law. 

Section 12.        Set-off.    In addition to any
rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender to or for the credit or the account of any Guarantor against any of and all the obligations of such Guarantor
now or hereafter existing under this Guaranty held by such Lender then due and payable. Each Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired
pursuant to the applicable provisions of the Credit Agreement, may exercise rights of setoff or counterclaim and other rights with respect to such participation 







 
as fully as if such holder of a participation were a direct creditor of such Guarantor in the amount of such participation. 

Section 13.        Subordination.    Each
Guarantor hereby expressly covenants and agrees for the benefit of the Agent and the Lenders that all obligations and liabilities of the Borrower or any other Guarantor to such Guarantor of whatever description, including without limitation, all
intercompany receivables of such Guarantor from the Borrower or any other Guarantor (collectively, the “Junior Claims”) shall be subordinate and junior in right of payment to all Obligations; provided, however, that payment thereof may be
made so long as no Event of Default shall have occurred and be continuing. If an Event of Default shall have occurred and be continuing, then no Guarantor shall accept any direct or indirect payment (in cash, property, securities by setoff or
otherwise) from the Borrower or any other Guarantor on account of or in any manner in respect of any Junior Claim until all of the Obligations have been indefeasibly paid in full. 

Section 14.        Avoidance Provisions.    It is
the intent of each Guarantor, the Agent and the Lenders that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor
hereunder (or any other obligations of such Guarantor to the Agent and the Lenders) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of applicable law, including without limitation, (a) Section 548 of
the Bankruptcy Code of 1978, as amended (the “Bankruptcy Code”) and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or
otherwise. The applicable laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Agent and the Lenders) shall be determined in any such Proceeding
are referred to as the “Avoidance Provisions.” Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Obligations for which such
Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of any Guarantor hereunder (or any
other obligations of such Guarantor to the Agent and the Lenders), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Agent and the Lenders hereunder to the maximum extent that
would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor nor any other Person shall have any right or claim under this Section as against the Agent and the Lenders that
would not otherwise be available to such Person under the Avoidance Provisions. 

Section 15.        Information.    Each Guarantor
assumes all responsibility for being and keeping itself informed of the financial condition of the Borrower, of the other Guarantors and of all other circumstances bearing upon the risk of nonpayment of any of the Obligations and the nature, scope
and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Agent or any Lender shall have any duty whatsoever to advise any Guarantor of information regarding such circumstances or risks. 







 Section 16.        Governing
Law.    THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 
 SECTION 17. JURISDICTION, VENUE. 

(a)        EACH GUARANTOR AGREES THAT THE FEDERAL DISTRICT COURT OF THE SOUTHERN
DISTRICT OF TEXAS, HOUSTON DIVISION, OR, AT THE OPTION OF THE AGENT, ANY STATE COURT LOCATED IN HARRIS COUNTY, TEXAS SHALL HAVE NONEXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG ANY GUARANTOR, THE AGENT OR ANY
OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM OR ANY COLLATERAL. EACH GUARANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR PROCEEDING COMMENCED IN SUCH COURTS. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE AGENT OR ANY LENDER IN ANY OTHER APPROPRIATE
JURISDICTION. FURTHER, EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM
THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 

(b)        THE FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND
WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE OBLIGATIONS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS AND THE TERMINATION OF THIS GUARANTY. 

Section 18.        Loan Accounts.    The Agent
may maintain books and accounts setting forth the amounts of principal, interest and other sums paid and payable with respect to the Obligations, and in the case of any dispute relating to any of the outstanding amount, payment or receipt of
Obligation or otherwise, the entries in such account shall be binding upon each Guarantor as to the outstanding amount of such Obligations and the amounts paid and payable with respect thereto absent manifest error. The failure of the Agent to
maintain such books and accounts shall not in any way relieve or discharge any Guarantor of any of its obligations hereunder. 
 Section 19.        Waiver of Remedies.    No delay or failure on the part of the Agent or the Lenders in the exercise of any right
or remedy it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the Agent or the Lenders of any such right or remedy shall preclude other or further exercise thereof or the
exercise of any other such right or remedy. 

Section 20.        Successors and
Assigns.    Each reference herein to the Agent or the Lenders shall be deemed to include such Person’s respective successors and assigns (including, 







 
but not limited to, any holder of the Obligations) in whose favor the provisions of this Guaranty also shall inure, and each reference herein to any Guarantor shall be deemed to include the
Guarantor’s successors and assigns, upon whom this Guaranty also shall be binding. The Lenders and the Agent may, in accordance with the applicable provisions of the Credit Agreement, assign, transfer or sell any Obligation, or grant or sell
participation in any Obligations, to any Person or entity without the consent of, or notice to, any Guarantor and without releasing, discharging or modifying such Guarantor’s obligations hereunder. Each Guarantor hereby consents to the delivery
by the Agent or any Lender to any assignee, transferee or participant of any financial or other information regarding the Borrower or any Guarantor. Each Guarantor may not assign or transfer its obligations hereunder to any Person. 

Section 21.        Amendments.    This Guaranty
may not be amended except as provided in the Credit Agreement. 

Section 22.        Payments.    All payments made
by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Agent at the place and time provided for in the Credit Agreement on the date one (1) Business Day after written demand therefor to such
Guarantor by the Agent. 
 SECTION 23. JOINT AND SEVERAL OBLIGATIONS.    THE
OBLIGATIONS OF THE GUARANTORS HEREUNDER AND UNDER OTHER LOAN DOCUMENTS SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR (BUT NOT ITS LIMITED PARTNERS, SHAREHOLDERS OR MEMBERS) CONFIRMS THAT IT (BUT NOT ITS LIMITED PARTNERS, SHAREHOLDERS
OR MEMBERS) IS LIABLE FOR THE FULL AMOUNT OF THE OBLIGATIONS AND ALL OF THE OBLIGATIONS AND LIABILITIES OF EACH OF THE OTHER GUARANTORS HEREUNDER AND UNDER OTHER LOAN DOCUMENTS. 

SECTION 24. WAIVER OF JURY TRIAL.    THE GUARANTORS HEREBY ACKNOWLEDGE THAT THE RIGHT TO TRIAL
BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH OF THEM, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT ANY OF THEM MAY HAVE TO A
TRIAL BY JURY IN ANY LITIGATION (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE GUARANTORS, THE AGENT AND THE LENDERS ARISING OUT OF OR IN ANY WAY RELATED TO THIS GUARANTY OR THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED BY THE LOAN DOCUMENTS OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTION OF ANY OF THEM. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDERS TO PROVIDE THE FINANCING DESCRIBED IN THE LOAN DOCUMENTS.

 Section 25.        Notices.    All
notices, requests and other communications hereunder shall be in writing and shall be given as provided in the Loan Agreement. Each Guarantor’s address for notice is set forth below its signature hereto. 








Section 26.        Severability.    In case any
provision of this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 27.        Headings.    Section headings
used in this Guaranty are for convenience only and shall not affect the construction of this Guaranty. 

Section 28.        Definitions.    (a) For
the purposes of this Guaranty: 
 “Proceeding” means any of the following: (i) a voluntary
or involuntary case concerning any Guarantor shall be commenced under the Bankruptcy Code or any other applicable bankruptcy laws; (ii) a custodian (as defined in the Bankruptcy Code or any other applicable bankruptcy laws) is appointed for, or
takes charge of, all or any substantial part of the property of any Guarantor; (iii) any other proceeding under any applicable law, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up or composition for
adjustment of debts, whether now or hereafter in effect, is commenced relating to any Guarantor; (iv) any Guarantor is adjudicated insolvent or bankrupt; (v) any order of relief or other order approving any such case or proceeding is
entered by a court of competent jurisdiction; (vi) any Guarantor makes a general assignment for the benefit of creditors; (vii) any Guarantor shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts
generally as they become due; (viii) any Guarantor shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (ix) any Guarantor shall by any act or failure to act indicate its consent to,
approval of or acquiescence in any of the foregoing; or (x) any corporate action shall be taken by any Guarantor for the purpose of effecting any of the foregoing. 

(b)        Terms not otherwise defined herein are used herein with the respective
meanings given them in the Credit Agreement. 







 IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this
Guaranty as of the date and year first written above. 
  

							
	 WRI/CHINO HILLS, LLC,

	 a Delaware limited liability company





							
		
	 By:
	 	Chino Hills Holdings, LLC
its Sole Member


 
							
			
		 	 By:
	 	Weingarten Nostat, Inc.,
a Texas real estate investment trust,
its sole member




							
				
		 		 	 By:
	 	 /s/ Stephen C.
Richter



 
							
		 		 	 Name:
	 	 Stephen C.
Richter



 
							
		 		 	 Title:
	 	 Executive Vice President/CFO



  

					
	 WRI REGENCY CENTRE, LLC,

	 a Delaware limited liability company





					
		
	 By:
	 	Weingarten Realty Investors,
a Texas real estate investment trust,
its Managing Member




					
			
		 	 By:
	 	 /s/ Stephen C.
Richter



 
					
		 	 Name:
	 	 Stephen C.
Richter



 
					
		 	 Title:
	 	 Executive Vice President/CFO



  

					
	 WRI OVERTON PARK, LLC,

	 a Texas limited liability company





					
		
	 By:
	 	Weingarten Realty Investors,
a Texas real estate investment trust,
its Sole Manager




					
			
		 	 By:
	 	 /s/ Stephen C.
Richter



 
					
		 	 Name:
	 	 Stephen C.
Richter



 
					
		 	 Title:
	 	 Executive Vice President/CFO










  

							
	 WRI DESERT VILLAGE, LLC,

	 a Delaware limited liability company





							
		
	 By:
	 	 WRI Desert Village Holdings, LLC,
 a Delaware limited liability company
its Sole Member



 
							
			
		 	 By:
	 	Weingarten Realty Investors,
a Texas real estate investment trust,
its Sole Member




							
				
		 		 	 By:
	 	 /s/ Stephen C. Richter





							
		 		 	 Name:
	 	 Stephen C. Richter





							
		 		 	 Title:
	 	 Executive Vice President/CFO



  

							
	 WRI PINECREST PLAZA, LLC,

	 a Delaware limited liability company





							
		
	 By:
	 	 Pinecrest Plaza Holdings, LLC,
 a Delaware limited liability company,
 its Managing
Member



 
							
			
		 	 By:
	 	 Weingarten Realty Investors,
 a Texas real estate investment trust,
 its Managing
Member



 
							
				
		 		 	 By:
	 	 /s/ Stephen C. Richter





							
		 		 	 Name:
	 	 Stephen C. Richter





							
		 		 	 Title:
	 	 Executive Vice President/CFO










  

									
	 WRI STEELE CREEK, LLC,

	 a Delaware limited liability company





									
		
	 By:
	 	Steele Creek Holdings, LLC
a Delaware limited liability company,
its Managing Member




									
			
		 	 By:
	 	WRI Strom, LP,
a Delaware limited partnership,
its Sole Managing Member




									
				
		 		 	 By:        
	 	 Weingarten Realty Investors,

 a Texas real estate investment trust,
its General Partner



 
									
					
		 		 		 	 By:
	 	 /s/ Stephen C.
Richter



 
									
		 		 		 	 Name:
	 	 Stephen C. Richter





									
		 		 		 	 Title:
	 	 Executive Vice President/CFO



  

					
	 S/W ALBUQUERQUE, L.P.,

	 a Texas limited partnership





					
		
	 By:
	 	WRI/Pavilion, Inc.,
a Texas corporation
its General Partner


 
					
			
		 	 By:
	 	 /s/ Stephen C. Richter





					
		 	 Name:
	 	 Stephen C. Richter





					
		 	 Title:
	 	 Executive Vice President/CFO



  

	
	Address for Notices:
	
	c/o Weingarten Realty Investors
	2600 Citadel Plaza Drive
	P.O. Box 924111
	Houston, Texas 77292
	Attention: Steven Richter
	
	with a copy to:
	Weingarten Realty Investors
	2600 Citadel Plaza Drive
	P.O. Box 924111
	Houston, Texas 77292
	Attention: Linda Kubena









  

	
	with a copy to:
	Winstead PC
	600 Travis, Suite 1100
	Houston, Texas 77002
	Attention: Vincent Marino