Waiver; Remedies Cumulative
142148
13.06 Payments Pro Rata
142149
13.07 Calculations; Computations
143149
13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL
144150
13.09 Counterparts
145151
(iii)
13.10 Effectiveness
146152
13.11 Headings Descriptive
146152
13.12 Amendment or Waiver; etc.
146152
13.13 Survival
153159
13.14 Domicile of Loans
153159
13.15 Register
153159
13.16 Judgment Currency
154160
13.17 Confidentiality
154161
13.18 Patriot Act
156162
13.19. Interest Rate Limitation
156162
13.20. No Fiduciary Duty
156163
SECTION 14. GUARANTY
157164
14.01 The Guaranty
157164
14.02 Bankruptcy
158164
14.03 Nature of Liability
158164
14.04 Independent Obligation
158165
14.05 Authorization
158165
14.06 Reliance
159166
14.07 Subordination
160166
14.08 Waiver
160167
14.09 Payments
161168
14.10 Consent to Additional Obligations
161168
(iv)
SCHEDULE I-A
Commitments SCHEDULE I-B
Alternate Currency Revolving Loan
Sub-Commitments SCHEDULE I-C
Alternate Currency Revolving Loan Borrowers on
the Fourth Amendment Effective Date SCHEDULE II
Lender Addresses and
Applicable Lending Offices SCHEDULE III
Certain Provisions Relating to
Bankers' Acceptances SCHEDULE IV
Calculation of the Mandatory Costs[Reserved]
SCHEDULE V
Enforceability Reservations SCHEDULE 1.15(b)
Existing Bankers'
Acceptances SCHEDULE 2.01(c)
Existing Letters of Credit SCHEDULE 9.01
Existing Liens EXHIBIT A
Notice of Borrowing EXHIBIT B
Notice of Competitive
Bid Borrowing EXHIBIT C
Note to be Issued to Mexican Pesos Swingline Lender
EXHIBIT D
Letter of Credit Request EXHIBIT E
Section 4.04(b)(ii)Tax
Compliance Certificate EXHIBIT F
[Reserved] EXHIBIT G
Officers' Certificate
EXHIBIT H-1
Election to Become an Alternate Currency Revolving Loan Borrower
EXHIBIT H-2
Election to Become a Domestic Dollar Revolving Loan Borrower
EXHIBIT I
Assignment and Assumption Agreement EXHIBIT J
Incremental
Revolving Loan Commitment Agreement EXHIBIT K
Bank Credit Bill
(v)
CREDIT AGREEMENT, dated as of November 30, 2012, as amended through the Fourth
Amendment Effective Date, among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a
Maryland corporation (the "Corporation"), each additional Domestic Dollar
Revolving Loan Borrower from time to time party hereto, each additional
Alternate Currency Revolving Loan Borrower from time to time party hereto, the
Lenders party hereto from time to time, JPMORGAN CHASE BANK, N.A., as
Administrative Agent (in such capacity, together with its successors in such
capacity, the "Administrative Agent"), CITIGROUP GLOBAL MARKETS INC., as
Syndication Agent (in such capacity, together with its successors in such
capacity, the "Syndication Agent"), BANK OF AMERICA, N.A., HSBC BANK USA,
NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION as Documentation
Agents (each, in such capacity, together with its successors in such capacity, a
"Documentation Agent", and collectively the "Documentation Agents") and THE BANK
OF NOVA SCOTIA, BARCLAYS BANK PLC, CREDIT AGRICOLE CORPORATE AND INVESTMENT
BANK, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, MORGAN STANLEY MUFG LOAN
PARTNERS, LLC, ROYAL BANK OF CANADA, THE BANK OF NOVA SCOTIA, THE ROYAL BANK OF
SCOTLAND PLC and, U.S. BANK, NATIONAL ASSOCIATION, SUNTRUST BANK and SANTANDER
BANK, N.A., as Co-Documentation Agents (each, in such capacity, together with
its successors in such capacity, a "Co-Documentation Agent", and collectively
the "Co-Documentation Agents") and GOLDMAN SACHS BANK USA, INTESA SANPAOLO S.p.A
- NEW YORK BRANCH, MIZUHO CORPORATE BANK, LTD., SUMITOMO MITSUI BANKING