Otis Worldwide Corp (Form: POSASR, Received: 10/27/2021 06:06:49)

OTIS WORLDWIDE CORPORATION

/s/ Rahul Ghai

Rahul Ghai

Executive Vice President and Chief Financial Officer

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As filed with the Securities and Exchange Commission on October 26, 2021

Registration No. 333-240269

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Otis Worldwide Corporation

(Exact name of Registrant as specified in its charter)

Delaware			83-3789412
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

One Carrier Place

Farmington, Connecticut 06032

(860)-674-3000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Highland Holdings S.à r.l.

(Exact name of Registrant as specified in its charter)

Grand Duchy of Luxembourg			98-1507045
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

6, rue Jean Monnet

L-2180 Luxembourg

R.C.S. Luxembourg: B 237108

+352-427-171-3154

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Nora LaFreniere

Executive Vice President, Chief General Counsel & Corporate Secretary

Otis Worldwide Corporation

One Carrier Place

Farmington, Connecticut 06032

(860)-674-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Joshua R. Cammaker, Esq.

Victor Goldfeld, Esq.

Kathryn Gettles-Atwa, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

(212) 403-1000 (Telephone)

(212) 403-2000 (Facsimile)

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☒

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the U.S. Securities Exchange Act of 1934.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Otis Worldwide Corporation:⁽¹⁾
Common Stock	(3)	(3)	(3)	(3)
Debt Securities	(3)	(3)	(3)	(3)
Preferred Stock	(3)	(3)	(3)	(3)
Units	(3)	(3)	(3)	(3)
Warrants	(3)	(3)	(3)	(3)
Guarantees of Debt Securities of Highland Holdings S.à r.l.	(4)	N/A	N/A	(4)
Highland Holdings S.à r.l.:⁽²⁾
Debt Securities	(3)	(3)	(3)	(3)

(1)

The securities of each class may be offered and sold by Otis Worldwide Corporation (“Otis”) or may be offered and sold, from time to time, by one or more selling securityholders to be identified in the future. The selling securityholders may purchase the securities directly from Otis, or from one or more underwriters, dealers or agents.

(2)	Debt securities may be offered and sold by Highland Holdings S.à r.l. (“Highland”) from time to time.

(3)

An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be sold at indeterminate prices, as well as securities or shares as may be issuable as a result of stock splits, stock dividends or similar transactions. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r), the registrants are deferring payment of all of the registration fee and will pay the registration fee subsequently in advance or on a pay-as-you-go basis.

(4)

Otis will fully and unconditionally guarantee the obligations of Highland under its debt securities. No separate consideration will be paid in respect of any such guarantees. Pursuant to Rule 457(n) of the Securities Act, no separate fee is payable with respect to the guarantees of the debt securities.

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-240269) (the “Registration Statement”) of Otis Worldwide Corporation (“Otis”). This Post-Effective Amendment No. 1 is being filed for the purpose of: (1) amending and restating the base prospectus of Otis that forms a part of the Registration Statement to (a) add Highland Holdings S.à r.l. (“Highland”), an indirect wholly-owned subsidiary of Otis, as a registrant and register debt securities of Highland, (b) add guarantees by Otis of such debt securities of Highland pursuant to Rule 413(b) under the Securities Act, and (c) to update certain other information in such base prospectus and in Part II of the Registration Statement; and (2) filing additional exhibits to the Registration Statement. This Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission.

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PROSPECTUS

OTIS WORLDWIDE CORPORATION

Common Stock

Debt Securities

Preferred Stock

Units

Warrants

HIGHLAND HOLDINGS S.À R.L.

Debt Securities

fully and unconditionally guaranteed by Otis Worldwide Corporation

Otis Worldwide Corporation (“Otis”) may offer and sell, from time to time, its common stock, debt securities, preferred stock, unit or warrants or such securities may be offered and sold, from time to time, by one or more selling securityholders to be identified in the future.

Highland Holdings S.à r.l. (“Highland”), an indirect wholly-owned consolidated subsidiary of Otis, may offer and sell, from time to time, its debt securities, which will be fully and unconditionally guaranteed by Otis.

The applicable issuer will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement, as well as the documents incorporated and deemed to be incorporated by reference in this prospectus and the applicable prospectus supplement, carefully before you invest in the securities described in the applicable prospectus supplement.

Otis’ common stock is listed on the New York Stock Exchange under the symbol “OTIS.”

This prospectus may not be used to sell securities unless accompanied by the applicable prospectus supplement.

Investing in the securities of Otis and Highland involves risks. You should carefully consider the risk factors referred to on page 8 of this prospectus, in any applicable prospectus supplement and in the documents incorporated by reference or deemed incorporated by reference in this prospectus and any applicable prospectus supplement before you invest in Otis’ or Highland’s securities.

None of the U.S. Securities and Exchange Commission (the “SEC”), the Luxembourg Financial Sector Supervisory Authority (the Commission de Surveillance du Secteur Financier) or any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus does not constitute a prospectus within the meaning of the EU Prospectus Regulation or the Luxembourg law dated July 16, 2019 on prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières). No offer of securities of Highland to the public is made, or will be made, that requires the publication of a prospectus pursuant to the EU Prospectus Regulation. This document has not been reviewed or approved by any competent authority for the purposes of the EU Prospectus Regulation. For these purposes, the EU Prospectus Regulation means Regulation 2017/1129/EU of the European Parliament and of the Council of June 14, 2017, as amended.

For the avoidance of doubt, articles 470-1 to 470-19 of the Luxembourg law of August 10, 1915, on commercial companies, as amended will not apply in respect of the debt securities issued by Highland.

Prospectus dated October 26, 2021.

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			Page
ABOUT OTIS WORLDWIDE CORPORATION			1

ABOUT HIGHLAND HOLDINGS S.À R.L.			1

ABOUT THIS PROSPECTUS			2

WHERE YOU CAN FIND MORE INFORMATION			3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			4

SUMMARIZED FINANCIAL INFORMATION			6

RISK FACTORS			8

USE OF PROCEEDS			9

PLAN OF DISTRIBUTION			10

DESCRIPTION OF COMMON STOCK, DEBT SECURITIES, PREFERRED STOCK, UNITS AND WARRANTS OF OTIS WORLDWIDE CORPORATION			11

DESCRIPTION OF DEBT SECURITIES OF HIGHLAND HOLDINGS S.À R.L.			11

DESCRIPTION OF GUARANTEES OF OTIS WORLDWIDE CORPORATION			11

ENFORCEMENT OF CIVIL LIABILITIES			12

LEGAL MATTERS			12

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			12

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ABOUT OTIS WORLDWIDE CORPORATION

Otis Worldwide Corporation (“Otis”) is the world’s leading elevator and escalator manufacturing, installation and service company. Our operations are classified into two segments: New Equipment and Service. Through the New Equipment segment, we design, manufacture, sell and install a wide range of passenger and freight elevators, as well as escalators and moving walkways, for residential and commercial building and infrastructure projects. The Service segment provides maintenance and repair services for both our products and those of other manufacturers, and provides modernization services to upgrade elevators and escalators.

Otis (New York Stock Exchange: OTIS) is a Delaware corporation. On November 26, 2018, United Technologies Corporation, subsequently renamed to Raytheon Technologies Corporation on April 3, 2020 (“UTC”), announced its intention to spin-off its Otis reportable segment and its Carrier reportable segment into two separate publicly-traded companies (the “Separation”). On April 3, 2020, Otis became an independent publicly-traded company through a pro-rata distribution of 0.5 shares of Common Stock for every share of UTC common stock held at the close of business on the record date of March 19, 2020 (the “Distribution”). Otis began to trade as a separate public company on April 3, 2020.

Otis’ principal executive offices are located at One Carrier Place, Farmington, Connecticut 06032, and its telephone number at that location is (860) 674-3000.

ABOUT HIGHLAND HOLDINGS S.À R.L.

Highland Holdings S.à r.l. (“Highland”) is a private limited liability company (société à responsabilité limitée) incorporated on August 16, 2019 under the laws of the Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B237108. Highland’s registered office is at 6, rue Jean Monnet, L-2180 Luxembourg, and its telephone number is +352-427-171-3154.

All of the outstanding shares of Highland are owned indirectly by Otis.

Highland’s principal purposes, as specified in its governing documents, may be summarized as follows: the direct and indirect acquisition, holding, development and management of certain of Otis’ Luxembourg and/or foreign entities. This includes the provision of financial assistance to the entities in which Highland holds interests, such as making loans and guaranteeing debt or other securities; using its funds to invest in real estate, intellectual property rights or other assets; borrowing funds and issuing bonds or notes; and carrying out other commercial, industrial or financial activities it deems useful in or appropriate to its purposes. Highland also may hold any position as, and exercise the functions of, general partner, manager or director in any company with a registered office in the Grand Duchy of Luxembourg that belongs to the same group of companies as Highland.

Highland has subsidiaries in multiple jurisdictions. For more information, see below under “Summarized Financial Information.”

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ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement that we filed on Form S-3 with the SEC under a “shelf” registration process. Under this shelf registration process, Otis and/or certain selling securityholders may, from time to time, offer and sell, either separately or together, common stock, debt securities, preferred stock units and/or warrants in one or more offerings, and Highland may, from time to time, offer and sell debt securities, which will be fully and unconditionally guaranteed by Otis.

Each time Otis, Highland and/or any selling securityholder offers and sells securities, it will provide a prospectus supplement or other type of offering document or supplement (together referred to herein as a “prospectus supplement”) that will contain specific information about the terms of that offering. Any applicable prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus, and accordingly, to the extent inconsistent, information in this prospectus is superseded by the information in such applicable prospectus supplement or free writing prospectus. You should read this prospectus and any applicable prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

This prospectus and any prospectus supplement may contain summaries of certain provisions contained in documents described in this prospectus or any prospectus supplement. All of the summaries are qualified in their entirety by the actual documents, which you should review before making your investment decision. Copies of the documents referred to herein have been filed, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

You should rely only on the information contained or incorporated or deemed incorporated by reference in this prospectus, in any applicable prospectus supplement or in any free writing prospectus filed by Otis or Highland with the SEC. Neither Otis nor Highland has authorized anyone to provide any information other than that contained in this prospectus or in any prospectus supplement or free writing prospectus prepared by or on behalf of Otis or Highland or to which Otis or Highland may have referred you. Neither Otis nor Highland takes any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither Otis nor Highland has authorized any other person to provide you with different or additional information, and is not making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date hereof or, in the case of information incorporated or deemed incorporated by reference herein, as of the date thereof, regardless of the time of delivery of the prospectus or any sale of securities. Otis’ and Highland’s business, financial condition, results of operations and prospects may have changed since the date of such information.

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WHERE YOU CAN FIND MORE INFORMATION

Otis files annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website that contains reports, proxy and information statements and other materials that are filed through the Commission’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) System or any successor thereto. This website can currently be accessed at www.sec.gov. You can find information Otis has filed with the SEC by reference to file number 001-39221. Such documents, reports and information are also available on Otis’ website: www.otis.com. Information on Otis’ website does not constitute part of, and is not incorporated by reference in, this prospectus or any accompanying prospectus supplement.

This prospectus does not contain or incorporate by reference separate financial statements for Highland because Highland is a subsidiary of Otis that is indirectly wholly-owned by Otis, and Otis files consolidated financial information under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The financial condition, results of operations and cash flows of Highland are consolidated in the financial statements of Otis.

The SEC allows issuers to “incorporate by reference” the information filed with it, which means that Otis and Highland can disclose important information to you by referring you to those documents. The information that Otis and Highland incorporate by reference is an important part of this prospectus, and later information that Otis and Highland file with the SEC will automatically update and supersede this information. We also incorporate by reference the documents listed below and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items, until the termination of the offering under this prospectus. The following documents are incorporated herein by reference:

1.	Otis’ Annual Report on Form 10-K for the year ended December 31, 2020;

2.	The portions of Otis’ Definitive Proxy Statement filed on March 12, 2021, pursuant to Section 14 of the Exchange Act that are incorporated by reference into its Annual Report on Form 10-K for the year ended December 31, 2020;

3.	Otis’ Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021, and September 30, 2021, filed on April 28, 2021, July 28, 2021 and October 26, 2021, respectively;

4.	Otis’ Current Reports on Form 8-K (File No. 001-39221) filed on January 11, 2021 (Film No. 21519559), March 11, 2021, April 29, 2021 and September 23, 2021 (Item 1.01 only); and

5.	The description of Otis’ common stock contained in the information statement filed as Exhibit 99.1 to Otis’ Current Report on Form 8-K (File No. 001-39221) filed on March 16, 2020.

Otis will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any document incorporated by reference into this prospectus, other than exhibits to any such document not specifically described above, by oral request or by written request at the following address:

Otis Worldwide Corporation

Investor Relations

One Carrier Place

Farmington, Connecticut 06032

(860) 674-3000

You should rely only on the information contained or incorporated by reference in this prospectus and in any supplement hereto. Neither Otis nor Highland is making an offer of the securities in any jurisdiction where the offer is not permitted.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and other materials Otis and Highland have filed or will file with the SEC contain or incorporate by reference statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” under the securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide management’s current expectations or plans for Otis’ future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “expectations,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “will,” “should,” “see,” “guidance,” “outlook,” “confident,” “goals” and other words of similar meaning in connection with a discussion of future operating or financial performance or the Separation (as defined below) from UTC. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, dividends, share repurchases, tax rates, R&D spend, credit ratings, net indebtedness and other measures of financial performance or potential future plans, strategies or transactions of Otis and Highland, including synergies or customer cost savings, and other statements that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, Otis and Highland claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and other factors include, without limitation:

•

the effect of economic conditions in the industries and markets in which Otis and its businesses operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels of end market demand in construction, the impact of weather conditions, pandemic health issues (including COVID-19 and its effects, among other things, on global supply, demand, and distribution disruptions as the coronavirus outbreak continues and results in an increasingly prolonged period of travel, commercial and/or other similar restrictions and limitations), natural disasters and the financial condition of Otis’ customers and suppliers;

•	challenges in the development, production, delivery, support, performance and realization of the anticipated benefits of advanced technologies and new products and services;

•	future levels of indebtedness, capital spending and research and development spending;

•	future availability of credit and factors that may affect such availability, including credit market conditions and Otis’ capital structure;

•	the timing and scope of future repurchases of Otis’ common stock, which may be suspended at any time due to various factors, including market conditions and the level of other investing activities and uses of cash;

•	fluctuations in prices and delays and disruption in delivery of materials and services from suppliers;

•	cost reduction or containment actions, restructuring costs and related savings and other consequences thereof;

•	new business and investment opportunities;

•	the anticipated benefits of moving away from diversification and balance of operations across product lines, regions and industries;

•	the outcome of legal proceedings, investigations and other contingencies;

•	pension plan assumptions and future contributions;

•	the impact of the negotiation of collective bargaining agreements and labor disputes;

•

the effect of changes in political conditions in the U.S., including the new U.S. administration, and other countries in which Otis and its businesses operate, including China's response to the new U.S. administration and the United Kingdom’s recent withdrawal from the European Union, on general market conditions, global trade policies and currency exchange rates in the near term and beyond;

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•	the effect of changes in tax, environmental, regulatory (including among other things import/export) and other laws and regulations in the U.S. and other countries in which Otis and its businesses operate;

•	the ability of Otis and its businesses to retain and hire key personnel;

•	the scope, nature, impact or timing of acquisition and divestiture activity, including among other things integration of acquired businesses into existing businesses and realization of synergies and opportunities for growth and innovation and incurrence of related costs;

•	the expected benefits of the Separation and the timing thereof;

•	a determination by the Internal Revenue Service and other tax authorities that the Separation or certain related transactions should be treated as taxable transactions;

•	the risk that dis-synergy costs, costs of restructuring transactions and other costs incurred in connection with the Separation will exceed Otis’ estimates; and

•	the impact of the Separation on Otis’ businesses and Otis’ resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties.

The above list of factors is not exhaustive or necessarily in order of importance. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussions under “Risk Factors.” In addition, Otis discusses certain of these matters more fully, as well as certain other factors that may affect its business operations, financial condition and results of operations, in its filings with the SEC, including its Registration Statement on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made, and Otis assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

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SUMMARIZED FINANCIAL INFORMATION

The following tables set forth summarized financial information of each of Otis and Highland on a standalone basis, which does not include the consolidated impact of the assets, liabilities, and financial results of its subsidiaries except as noted on the tables below; nor does it include any impact of any intercompany eliminations as there were no intercompany transactions between Otis and Highland. This summarized financial information has been prepared and presented pursuant to the Securities and Exchange Commission Regulation S-X Rule 13-01, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities”.

The debt securities to be issued by Highland will be guaranteed on an unsecured, unsubordinated basis by Otis, the parent company of Highland (the “parent guarantor”). Otis’ guarantee will be full and unconditional, and may be subject to certain conditions for release, which will be described in a prospectus supplement relating to the offering of such guaranteed debt securities. The other subsidiaries of Otis (the “non-guarantor subsidiaries”) are not registering guarantees of Highland’s debt securities. For a brief description of the general terms of the debt securities that Highland may offer and the guarantees that Otis, the parent guarantor, may offer, see the information under the heading “Description of Debt Securities of Highland Holdings S.à r.l.” and “Description of Guarantees of Otis Worldwide Corporation” in this prospectus. A prospectus supplement or other type of offering document or supplement will further contain specific information about the terms of the particular debt securities being offered. Holders of the guaranteed registered debt securities issued by Highland will have a direct claim only against Highland, as issuer, and Otis, as guarantor.

The following tables present summarized income statement information in U.S. Dollars for the nine months ended September 30, 2021 and the year ended December 31, 2020 (in thousands), and summarized balance sheet information as of September 30, 2021 and December 31, 2020. The same accounting policies as described in Note 1 to the consolidated financial statements included in Otis’ Annual Report on Form 10-K for the year ended December 31, 2020 are used by Otis and each of its subsidiaries, including Highland, in connection with the summarized financial information presented below. The following tables should be read in conjunction with the consolidated financial statements of Otis and the notes related thereto, and the financial and operating data of Otis, incorporated by reference in this prospectus.

	Nine Months Ended September 30, 2021	Year Ended December 31, 2020
Otis Statement of Operations (in thousands)
Revenue	$—	$—
Cost of revenue(s)	—	—
Operating expenses	10,662	9,725
Income from consolidated subsidiaries	18,833	4,278
Income (loss) from operations excluding income from consolidated subsidiaries	(15,402)	(1,987)
Net income (loss) excluding income from consolidated subsidiaries	(91,875)	(99,965)

	As of September 30, 2021	As of December 31, 2020
Otis Balance Sheet (in thousands)
Current assets (excluding intercompany receivables from non-guarantors)	$126,185	$306,640
Intercompany receivables from non-guarantors	—	—
Noncurrent assets, investments in consolidated subsidiaries	1,256,222	1,348,339
Noncurrent assets (excluding investments in consolidated subsidiaries)	61,796	61,547
Current liabilities (intercompany payables to non-guarantors)	1,363,428	138,811
Current liabilities (excluding intercompany payables to non-guarantors)	47,296	720,965
Noncurrent liabilities	5,723,852	5,539,754

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	Nine Months Ended September 30, 2021	Year Ended December 31, 2020
Highland Statement of Operations (in thousands)
Revenue	$—	$—
Cost of revenue(s)	—	—
Operating expenses	52	227
Income from consolidated subsidiaries	502,712	445,361
Income (loss) from operations excluding income from consolidated subsidiaries	3	(245)
Net income (loss) excluding income from consolidated subsidiaries	(442)	(1,340)

	As of September 30, 2021	As of December 31, 2020
Highland Balance Sheet (in thousands)
Current assets (excluding intercompany receivables from non-guarantors)	$11	$1
Intercompany receivables from non-guarantors	124,275	86,622
Noncurrent assets (investments in consolidated subsidiaries)	11,251,398	11,250,689
Noncurrent assets (excluding investments in consolidated subsidiaries)	—	—
Current liabilities (excluding intercompany payables from non-guarantors)	960	1,133
Current liabilities	304,416	318,027
Noncurrent liabilities	—	—

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RISK FACTORS

You should carefully consider any specific risks set forth under the caption “Risk Factors” in the applicable prospectus supplement, under the caption “Risk Factors” included in the information statement filed with the SEC as part of Otis’ registration statement on Form 10, as amended, which was originally publicly filed on February 7, 2020 and subsequently amended, and under the caption “Risk Factors” in any of Otis’ subsequent annual reports on Form 10-K and quarterly reports on Form 10-Q incorporated by reference in this prospectus, before making an investment decision. For more information, see “Where You Can Find More Information.”

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USE OF PROCEEDS

The net proceeds from the sales of the securities will be set forth in the applicable prospectus supplement. Unless the applicable prospectus supplement specifies otherwise, Otis will not receive any of the proceeds from a sale of securities by any selling securityholder.

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PLAN OF DISTRIBUTION

Otis, Highland and/or any selling securityholders may sell securities, separately or in combination, in one or more of the following ways:

•	to or through underwriting syndicates represented by managing underwriters;

•	through one or more underwriters without a syndicate for them to offer and sell to the public;

•	through dealers or agents; or

•	directly to investors.

The securities Otis, Highland and/or the selling securityholders distribute by any of these methods may be sold to the public, in one or more transactions, either:

•	at a fixed price or prices, which may be changed;

•	at market prices prevailing at the time of sale;

•	at prices related to prevailing market prices; or

•	at negotiated prices.

Otis and/or Highland may sell securities from time to time to one or more underwriters, who would purchase the securities as principal for resale to the public, either on a firm-commitment or best-efforts basis. If Otis and/or Highland sells securities to underwriters, it may execute an underwriting agreement with them at the time of sale and will name them in the applicable prospectus supplement. In connection with those sales, underwriters may be deemed to have received compensation from the applicable issuer in the form of underwriting discounts or commissions and may also receive commissions from purchasers of the securities for whom they may act as agents. Underwriters may resell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from purchasers for whom they may act as agents. The applicable prospectus supplement will include any required information about underwriting compensation the applicable issuer pays to underwriters, and any discounts, concessions or commissions underwriters allow to participating dealers, in connection with an offering of securities.

Otis and/or Highland may solicit offers to purchase securities directly from the public from time to time. Otis and/or Highland may also designate agents from time to time to solicit offers to purchase securities from the public on their behalf. If required, the applicable prospectus supplement relating to any particular offering of securities will name any agents designated to solicit offers, and will include information about any commissions the applicable issuer may pay the agents, in that offering. Agents may be deemed to be “underwriters” as that term is defined in the Securities Act.

From time to time, Otis and/or Highland may sell securities to one or more dealers acting as principals. The dealers, who may be deemed to be “underwriters” as that term is defined in the Securities Act, may then resell those securities to the public.

Any underwriter or agent involved in the offer and sale of any securities will be named in the applicable prospectus supplement.

Underwriters, agents and dealers may be entitled, under underwriting or other agreements with Otis and/or Highland, to indemnification against certain civil liabilities, including liabilities under the Securities Act. Unless otherwise stated in, or incorporated by reference into, a prospectus supplement, the obligations of the underwriters to purchase any securities will be conditioned on customary closing conditions and the underwriters will be obligated to purchase all of such series of securities, if any are purchased.

In connection with an offering, the underwriters may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales.

Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in an offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or slowing a decline in the market price of the securities while an offering is in progress.

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The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the underwriting discount received by it because the underwriters have repurchased securities sold by or for the account of that underwriter in stabilizing or short-covering transactions.

These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the securities. As a result, the price of the securities may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected on an exchange or automated quotation system, if the securities are listed on that exchange or admitted for trading on that automated quotation system, or in the over-the-counter market or otherwise.

Certain of the underwriters, dealers or agents and their affiliates may engage in transactions with and perform services for Otis and/or Highland in the ordinary course of their businesses.

The applicable prospectus supplement will disclose required information with respect to selling securityholders, if any.

DESCRIPTION OF COMMON STOCK, DEBT SECURITIES, PREFERRED STOCK, UNITS AND WARRANTS OF OTIS WORLDWIDE CORPORATION

The description of Otis’ common stock, preferred stock, units or warrants, as applicable, will be provided in a prospectus supplement. Otis’ Debt Securities will be issued under the Indenture, dated as of February 27, 2020 (as amended or supplemented). Each time Otis offers securities with this prospectus, the terms of that offering, including the specific amounts, prices and terms of the securities offered, and, if applicable, information about the selling securityholders, will be contained in the applicable prospectus supplement and other offering materials relating to such offering or in other filings Otis makes with the SEC under the Exchange Act, which are incorporated by reference herein.

DESCRIPTION OF DEBT SECURITIES OF HIGHLAND HOLDINGS S.À R.L.

Highlands’ debt securities will be issued under an Indenture, a form of which is attached hereto as Exhibit 4.2. Each time Highland offers securities with this prospectus, the terms of that offering, including the specific amounts, prices and terms of the securities offered will be contained in the applicable prospectus supplement and other offering materials relating to such offering or in other filings Otis or Highland makes with the SEC under the Exchange Act, which are incorporated by reference herein.

DESCRIPTION OF GUARANTEES OF OTIS WORLDWIDE CORPORATION

Otis will fully and unconditionally guarantee, on an unsecured, unsubordinated basis, Highland’s payment obligations under the debt securities, subject to customary release provisions, which will be described in a prospectus supplement relating to the offering of such guaranteed debt securities.

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ENFORCEMENT OF CIVIL LIABILITIES

HIGHLAND IS A PRIVATE LIMITED LIABILITY COMPANY INCORPORATED AND ORGANIZED UNDER THE LAWS OF LUXEMBOURG. CERTAIN OF THE MANAGERS (“GERANTS”) AND EXECUTIVE OFFICERS OF HIGHLAND ARE OR MAY NOT BE RESIDENTS OF THE UNITED STATES. ALL OR A SUBSTANTIAL PORTION OF THE ASSETS OF SUCH NON-RESIDENT PERSONS AND OF OTIS ARE LOCATED OUTSIDE THE UNITED STATES. AS A RESULT, IT MAY NOT BE POSSIBLE TO EFFECT SERVICE OF PROCESS WITHIN THE UNITED STATES UPON SUCH PERSONS, OR TO ENFORCE AGAINST SUCH PERSONS IN U.S. COURTS JUDGMENTS OBTAINED IN SUCH COURTS PREDICATED UPON THE CIVIL LIABILITY PROVISIONS OF THE FEDERAL SECURITIES LAWS OF THE UNITED STATES. OTIS HAS BEEN ADVISED BY COUNSEL THAT THE ENFORCEABILITY IN LUXEMBOURG AGAINST HIGHLAND AND/OR ITS EXECUTIVE OFFICERS AND MANAGERS WHO ARE NON-RESIDENTS OF THE UNITED STATES, IN ACTIONS FOR ENFORCEMENT OF JUDGMENTS OF U.S. COURTS, OF LIABILITIES PREDICATED SOLELY UPON THE SECURITIES LAWS OF THE UNITED STATES, IS NOT CERTAIN AND IS SUBJECT TO COMPLIANCE WITH PRIVATE INTERNATIONAL LAW, AS INTERPRETED BY THE LUXEMBOURG COURTS.

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, the validity of any securities to be offered will be passed upon for Otis and/or Highland by Wachtell, Lipton, Rosen & Katz, and particular matters with respect to Luxembourg law will be passed upon by NautaDutilh Avocats Luxembourg S.à r.l. Any underwriters will be represented by their own legal counsel.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to Otis’ Annual Report on Form 10-K for the year ended December 31, 2020 have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

With respect to the unaudited financial information of Otis for the three-month periods ended March 31, 2021 and 2020, the six-month periods ended June 30, 2021 and 2020, and the nine-month periods ended September 30, 2021 and 2020 incorporated by reference in this prospectus, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports dated April 28, 2021, July 28, 2021 and October 26, 2021 incorporated by reference herein state that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for each report on the unaudited financial information because that report is not a “report” or a “part” of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.

Other Expenses of Issuance of Distribution

The following table sets forth the various expenses to be incurred in connection with the sale and distribution of the securities being registered hereby, all of which will be borne by Otis Worldwide Corporation (“Otis”) and/or Highland Holdings S.à r.l. (“Highland”).

Filing Fee—Securities and Exchange Commission			$⁽¹⁾
Accounting fees and expenses			(2)
Legal fees and expenses			(2)
Trustee and depositary fees and expenses			(2)
Printing and engraving expenses			(2)
Blue Sky fees and expenses			(2)
Rating agency fees			(2)
Listing fees and expenses			(2)
Miscellaneous expenses			⁽²⁾
Total expenses			$ ⁽²⁾

(1)

The registrants are registering an indeterminate amount of securities under this Registration Statement and in accordance with Rules 456(b) and 457(r), the registrants are deferring payment of any additional registration fees until the time the securities are sold under this Registration Statement pursuant to a prospectus supplement.

(2)	These fees are calculated based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time.

Item 15.

Indemnification of Directors and Officers

Otis Worldwide Corporation

Section 5.1 of Otis’ amended and restated bylaws requires Otis to indemnify and hold harmless, to the full extent permitted under the General Corporation Law of the State of Delaware (the “DGCL”), each person who is made or threatened to be made a party to (or, in the case of directors and officers, otherwise involved in) any threatened, pending or completed action, suit, arbitration, alternative dispute resolution procedure, legislative hearing or inquiry or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, employee or officer of Otis, of any constituent corporation absorbed in a consolidation or merger or of a subsidiary of Otis, or serves or served as such or in a fiduciary capacity with another enterprise at the request of Otis, any such constituent corporation or a subsidiary of Otis. Such indemnification will cover all expenses, liabilities and losses reasonably incurred by such individuals.

Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the

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capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or such other court shall deem proper.

Subsection (d) of Section 145 of the DGCL provides that any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of such directors designated by the majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the shareowners.

Section 145 of the DGCL further provides that, to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith and that such expenses may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145 of the DGCL; that any indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; that indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators; and empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

As authorized by Otis’ amended and restated bylaws, Otis may purchase and maintain at its expense on behalf of directors and officers insurance, within certain limits, covering liabilities that may be incurred by them in such capacities.

To the fullest extent permitted by the DGCL, Otis’ amended and restated certificate of incorporation provides that a director of Otis shall not be personally liable to Otis or its shareowners for monetary damages for breach of fiduciary duty as a director.

Highland Holdings S.à r.l.

The Articles of Association of Highland provide that managers may not be held personally liable by reason of their mandate for any commitment they have validly made in the name of Highland; provided that those commitments comply with the Articles of Association and Luxembourg law. Under Luxembourg law, a company may not indemnify its managers against any matter arising from a manager’s fraud, dishonesty, gross negligence or willful misconduct or any criminal actions.

Managers are agents of Highland and owe a duty of care and loyalty to Highland (as opposed to any individual shareholder), in whose interest they execute their mandate. The managers’ duty is to manage Highland to achieve the purpose of Highland, as defined in its Articles of Association. The managers of Highland are subject to various duties including the duty to act in good faith and the duty of information and investigation.

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Under Luxembourg law, managers are liable to Highland in accordance with general law for the execution of the mandate given to them and for any misconduct in the management of the affairs of Highland. They are, in principle, not held personally liable for the indebtedness or other obligations of Highland. They will be jointly and severally liable both towards Highland and any third parties for damages resulting from the violation of the Luxembourg law of 10 August, 1915 on commercial companies, as amended, or the Articles of Association of Highland. They will be discharged from any such liability in the case of a violation to which they were not a party; provided that no misconduct is attributable to them and they reported such violation at the first general meeting of shareholders after they acquired such knowledge. In addition, managers may, under specific circumstances, also be subject to criminal liability, such as in the case of an abuse of assets. In the event of bankruptcy, managers may be subject to specific criminal and civil liabilities, including the extension of the bankruptcy to the managers.

Luxembourg law considers the provisions relating to the managers’ liability to a company to be a matter of public policy (ordre public). As a result, Highland cannot exonerate a manager in advance of his or her liability to Highland being triggered. Similarly, Highland cannot hold a manager harmless for any such liability. However, Highland can hold managers harmless for their liability to third parties. Highland can also contract for directors and officers insurance for its managers to cover their liability to both Highland and third parties. Such insurance would, in principle, be valid, as it would only shift the monetary consequences of the managers’ liability, without affecting the right of Highland or of third parties to bring an action for breach of duty. Such insurance cannot cover willful misconduct, fraudulent acts or acts caused by gross negligence, as that would be contrary to public policy (ordre public), and such insurance would not cover fines and penalties related to criminal offences.

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Item 16.

Exhibits

Exhibit Number			Exhibit Description
1.1*			Form of Underwriting Agreement for Common Stock
1.2*			Form of Underwriting Agreement for Debt Securities
1.3*			Form of Underwriting Agreement for Preferred Stock
1.4*			Form of Underwriting Agreement for Units
1.5*			Form of Underwriting Agreement for Warrants
2.1**			Separation and Distribution Agreement by and among United Technologies Corporation, Carrier Global Corporation and Otis Worldwide Corporation (filed as Exhibit 2.1 to the Current Report on Form 8-K on April 3, 2020 and incorporated herein by reference)
3.1(A)**			Certificate of Amendment (filed as Exhibit 3.1(A) to the Current Report on Form 8-K on April 3, 2020 and incorporated herein by reference)
3.1(B)**			Amended and Restated Certificate of Incorporation of Otis Worldwide Corporation (filed as Exhibit 3.1(B) to the Current Report on Form 8-K on April 3, 2020 and incorporated herein by reference)
3.2**			Amended and Restated By-Laws of Otis Worldwide Corporation (filed as Exhibit 3.2 to the Current Report on Form 8-K on April 3, 2020 and incorporated herein by reference)
3.3			Deed of Incorporation of Highland Holdings S.à r.l., dated as of 16 August 2019
3.4			Articles of Association of Highland Holdings S.à r.l., dated as of 8 October 2021
4.1**			Indenture for Debt Securities issued by Otis Worldwide Corporation, dated February 27, 2020, between Otis Worldwide Corporation and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 4.1 to Amendment No. 1 to the Registration Statement on Form 10 on March 11, 2020 and incorporated herein by reference)
4.2			Form of Indenture for Debt Securities issued by Highland Holdings S.à r.l.
4.3*			Form of Debt Security
4.4*			Form of Certificate of Designation for Preferred Stock
4.5*			Form of Preferred Stock Certificate
4.6*			Form of Unit Agreement
4.7*			Form of Unit Certificate
4.8*			Form of Warrant Agreement
4.9*			Form of Warrant Certificate
5.1			Opinion of Wachtell, Lipton, Rosen & Katz
5.2			Opinion of NautaDutilh Avocats Luxembourg S.à r.l.
15.1			Awareness Letter of PricewaterhouseCoopers LLP
22.1			Subsidiary Issuer of Guaranteed Debt Securities
23.1			Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1)
23.2			Consent of PricewaterhouseCoopers LLP
23.3			Consent of NautaDutilh Avocats Luxembourg S.à r.l. (included in Exhibit 5.2)
24.1**			Power of Attorney of Otis Worldwide Corporation (previously filed as an exhibit to the Registration Statement)
24.2			Power of Attorney of Highland Holdings S.à r.l. (included in the signature page)
25.1**			Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. as Trustee under the Indenture dated as of July 21, 2020 (filed as exhibit 25.1 to the Registration Statement on Form S-3ASR on July 31, 2020 and incorporated herein by reference)
25.2			Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. as Trustee under the form of Indenture for Debt Securities issued by Highland Holdings S.à r.l.

*	To be filed by amendment or as an exhibit to a Current Report on Form 8-K and incorporated by reference herein.

**	Previously filed.

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Item 17.

Undertakings

The undersigned registrants hereby undertake:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the respective registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)	That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)	Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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(5)

That, for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of the respective undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the respective undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	Any preliminary prospectus or prospectus of the respective undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the respective undersigned registrant or used or referred to by respective undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the respective undersigned registrant or its securities provided by or on behalf of the respective undersigned registrant; and

(iv)	Any other communication that is an offer in the offering made by the respective undersigned registrant to the purchaser.

(6)

That, for purposes of determining liability under the Securities Act, each filing of the registrants’ annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of the respective registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the respective registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Otis certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on October 26, 2021, in the City of Farmington, State of Connecticut.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated and on October 26, 2021.

Signature			Title

*			Director, President and Chief Executive Officer (Principal Executive Officer)
Judith F. Marks

*			Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Rahul Ghai

*			Vice President and Chief Accounting Officer (Principal Accounting Officer)
Michael P. Ryan

*			Director
Jeffrey H. Black			Director

*			Director
Kathy Hopinkah Hannan			Director

*			Director
Shailesh G. Jejurikar			Director

*			Director
Christopher J. Kearney			Director

*			Director
Harold W. McGraw III			Director

*			Director
Margaret M.V. Preston			Director

*			Director
Shelley Stewart Jr.			Director

*			Director
John H. Walker			Director

*By:			/s/ Rahul Ghai
			Rahul Ghai
			Attorney-in-fact

[Post-Effective Amendment No. 1 to the Registration Statement on Form S-3ASR (File No. 333-240269)]

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Highland certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on October 26 , 2021, in the City of Luxembourg City, Luxembourg.

[Post-Effective Amendment No. 1 to the Registration Statement on Form S-3ASR (File No. 333-240269)]

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POWER OF ATTORNEY

BE IT KNOWN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints BRADLEY THOMPSON, ELISE KONOVER and MICHAEL P. RYAN and each of them, his or her true and lawful attorney(s)-in-fact and agent(s), with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and otherwise, and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney(s)-in-fact and agent(s), or their substitute(s), may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on October 26, 2021.

Signature			Title

/s/ Bradley Thompson			Class A Manager (Principal Executive Officer)
Bradley Thompson			Class A Manager (Principal Executive Officer)

/s/ Michael P. Ryan			Class A Manager (Principal Financial Officer and Principal Accounting Officer)
Michael P. Ryan

/s/ Olivier Brabant			Class A Manager
Olivier Brabant			Class A Manager

/s/ Johannes Jansen			Class A Manager
Johannes Jansen			Class A Manager

/s/ Angela Fuentes			Class B Manager
Angela Fuentes			Class B Manager

/s/ Anita Griotti			Class B Manager
Anita Griotti			Class B Manager

/s/ Kristina Velicka			Class B Manager
Kristina Velicka			Class B Manager

/s/ Elise Konover			Corporate Secretary
Elise Konover			(Authorized Representative in the United States)

[Post-Effective Amendment No. 1 to the Registration Statement on Form S-3ASR (File No. 333-240269)]

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Exhibit 3.3

Registre de Commerce et des Sociétés

Numéro RCS : B237108

Référence de dépôt : L190178673

Déposé le 29/08/2019

Highland Holdings S.a r.l.
Société à responsabilité limitée
Siège social: 46A, Avenue J.F. Kennedy, L-1855 Luxembourg
Grand-Duché de Luxembourg

CONSTITUTION

d’une société à responsabilité limitée du 16 août 2019 – Numéro 2813/19

In the year two thousand and nineteen on the sixteenth day of August.

Before Maître Jacques Kesseler, notary residing in Pétange, Grand Duchy of Luxembourg,

THERE APPEARED:

COMMONWEALTH LUXEMBOURG HOLDINGS S.A R.L., a company duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg), under registration number B 148555, here represented by Mrs Marina Muller, notary’s clerk, with professional address at 13, route de Luxembourg, L-4761 Petange, Grand Duchy of Luxembourg, by virtue of a proxy given under private seal.

The said proxy, signed ne varietur by the proxyholder of the person appearing and the undersigned notary, will remain attached to the present deed to be filed with the registration authorities.

Such appearing person, represented as stated here above, has requested the undersigned notary to state as follows the articles of association of a private limited liability company:

PART I. CORPORATE FORM AND NAME, REGISTERED OFFICE, CORPORATE PURPOSE AND TERM OF EXISTENCE

Capitalized terms not otherwise defined herein shall have the meaning indicated in Article 22 (Definitions).

Article 1. Corporate form and name

These are the articles of association for a private limited-liability company (société à responsabilité limitée) (the “Company”) incorporated under the name “Highland Holdings S.à r.l.”.

The Company shall be governed by these Articles and the laws of the Grand Duchy of Luxembourg, in particular the Act.

Article 2. Registered office

The Company’s registered office is located in the City of Luxembourg. Subject to the provisions of the Act, the Board is authorized to transfer the Company’s registered office to another location within the Grand Duchy of Luxembourg and amend this article accordingly. The Board may resolve to establish branches or other places of business in the Grand Duchy of Luxembourg or abroad. If the Board finds that extraordinary political, economic or social circumstances have arisen or may arise that interfere or could interfere with the Company’s ability to conduct business or hinder communications within its registered office or between that office and persons abroad, the Board may transfer the registered office abroad, until the extraordinary circumstances come to an end. These temporary measures shall not affect the nationality of the Company which, notwithstanding the transfer of its registered office abroad, shall continue to be governed by the laws of the Grand Duchy of Luxembourg.

Article 3. Corporate purpose

The object of the Company is the direct and indirect acquisition and holding of participating interests, in any form whatsoever, in Luxembourg and/or in foreign undertakings, as well as the administration, development and management of such interests.

This includes, but is not limited to, investment in, acquirement of, disposal of, granting or issuing (without a public offer) of preferred equity certificates, loans, bonds, notes debentures and other debt instruments, shares, warrants and other equity instruments or rights, including, but not limited to, shares of capital stock, limited partnership interests, limited liability company interests, preferred stock, securities and swaps, and any combination of the foregoing, in each case whether readily marketable or not, and obligations (including but not limited to synthetic securities obligations) in any type of company, entity or other legal person.

The Company is further entitled to hold any position as, and exercise the functions of, general partner, manager or director in any company with registered office in the Grand-Duchy of Luxembourg that belongs to the same group of companies as the Company.

The Company may also use its funds to invest in real estate, in intellectual property rights or any other movable or immovable assets in any form or of any kind.

The Company may grant pledges, guarantees, liens, mortgages and any other form of securities as well as any form of indemnities, to Luxembourg or foreign entities, in respect of its own obligations and debts.

The Company may also provide assistance in any form (including but not limited to the granting of advances, loans, money deposits and credits as well as the providing of pledges, guarantees, liens, mortgages and any other form of securities, in any kind of form) to the Company’s subsidiaries. On a more occasional basis, the Company may provide the same kind of assistance to undertakings which are part of the same group of companies which the Company belongs to or to third parties, provided that doing so falls within the Company’s best interest and does not trigger any license requirements.

Notwithstanding the above, the Company shall not enter into any transaction which would cause it to be engaged in any activity which would be considered as a regulated activity or that would require the Company to have any other license.

Article 4. Term of existence

The Company is incorporated for an unlimited term of existence.

PART II. SHARE CAPITAL AND SHARES

Article 5. Share capital, issue premiums and capital contributions

5.1. Share capital

The Company’s share capital is set at one hundred thousand Euros (EUR 100,000), represented by one hundred thousand (100,000) shares, with a par value of one Euro (EUR 1) each, all of which are subscribed and fully paid-up.

5.2. Issue premiums and capital contributions

In addition to the share capital, an account for the issuance of premiums and/or for capital contributions (Compte 115 “Apport en capitaux propres non rémunéré par des titres”) may be set up. The Company may use the amounts held in this account to redeem its shares, set off net losses, make distributions to shareholders, allocate funds to the statutory reserve, make payments in relation to shares and for any other purpose permitted by law.

Article 6. Shares

6.1. Form

The Company’s shares are and shall remain in registered form. The Company may not make a public offering of its shares.

The Company’s shares shall not be represented by transferable share certificates; however, at the request of a shareholder, the Company may issue a certificate confirming the shareholder’s recordation in the shareholders’ register.

6.2. Shareholders’ register

A shareholders’ register shall be kept at the Company’s registered office in accordance with the provisions of Article 710-8 of the Act. Each shareholder shall have the right to consult the register during normal business hours in accordance with the provisions of the Act.

Shareholders shall notify the Company by registered letter of any change of address. The Company shall be entitled to rely on the last notified address.

6.3. Indivisibility of shares and suspension of rights

The Company shall recognize a single owner per share. If a share is held by more than one (1) person, the Company has the right to suspend the rights associated with that share (except for the rights to information provided for by Article 461-6 of the Act) until a single person is designated as being the holder thereof towards the Company.

6.4. Transfers of shares

If the Company has a sole shareholder, this shareholder may freely transfer its shares.

If the Company has several shareholders, the shares may be transferred freely amongst the shareholders.

Shares issued by the Company may be transferred to non-shareholders only in accordance with the provisions of Articles 710-12 and 710-13 of the Act, it being understood that the consent of shareholders representing three quarters (¾) of the shares is required for transfers to non-shareholders, both inter vivos and mortis causa. The same rules apply to the creation or transfer of usufruct (i.e. beneficial ownership) or bare ownership rights.

In the event of an inter vivos transfer of shares to non-shareholders for which the abovementioned consent of the shareholders is not obtained, the other shareholders shall have the right to acquire the shares or have them acquired from the transferring shareholder, unless the transferring shareholder decides to forego the transfer, in accordance with the conditions set out in Article 710-12 of the Act. The Company can also decide, with the consent of the transferring shareholder, to reduce its share capital and redeem the shares at the conditions set out in Article 710-12 of the Act. In both cases, the price of the transferred shares shall be determined by the Board. The Board at its sole discretion may hire outside counsel or external experts to assist it herewith. If the shares are not acquired or redeemed in accordance with the abovementioned provisions, the transferring shareholder can proceed with the initially proposed transfer to a non-shareholder.

Article 7. Capital increases and reductions and share redemptions

7.1. Capital increases and reductions

The Company’s share capital may be increased or reduced on one or more occasions pursuant to a resolution of the general meeting of shareholders, provided the quorum and majority required to amend these Articles are met.

7.2. Share redemptions

The Company may redeem its own shares with the consent of the shareholders concerned. Redemption of shares may not result in the nominal value or accounting par value of the total shares held by the remaining shareholders (other than the Company) falling below twelve thousand euros (EUR 12,000) or its equivalent in another currency.

In addition, if the Company has issued redeemable shares, the redemption of such shares must meet the requirements of Article 710-5 of the Act.

The voting rights and financial rights attached to redeemed shares shall be suspended for as long as where they are held by the Company.

The Board is authorized to cancel the redeemed shares and proceed with the relevant capital decrease, which must be recorded in a notarized instrument within one (1) month thereafter.

PART III. MANAGEMENT AND SUPERVISION

Article 8. Board

The Company shall be managed by one or more manager(s), who need not be shareholders (the “Manager(s)”). If several Managers are appointed, they shall constitute a board of Managers (the “Board”).

The Manager(s) shall be appointed by the shareholders, who shall determine their number, remuneration and the duration of their term of office. If no term has been fixed in the relevant shareholder decision, the Manager(s) concerned shall be deemed appointed for an unlimited term. Manager(s) may be re-elected at the end of their term of office and removed from office without cause at any time pursuant to a shareholder resolution.

The shareholders may decide to appoint two (2) classes of Managers, the “Class A Manager(s)” and the “Class B Manager(s)”, respectively.

Article 9. Procedure and voting

9.1. Sole Manager

If the Company has a sole Manager, the Manager shall exercise the powers granted by the Act. In this case and to the extent applicable, where the term “sole Manager” is not expressly mentioned in these Articles, any reference to the “Board” shall be deemed to refer to the sole Manager. The sole Manager shall record the decisions taken in minutes.

9.2. Decision-making by the Board

9.2.1 Chairperson and secretary

The Board may appoint a chairperson (the “Chair”) from amongst its members but is not obliged to do so. If there are classes of Managers, the Chair shall be appointed among the class A Managers. The Chair shall preside over all meetings of the Board. In the Chair’s absence, the Board may appoint a Manager as pro tempore chair by a majority vote of the Managers present or represented at the meeting.

The Board may also appoint a secretary (the “Secretary”) to keep minutes of Board meetings and general meetings of shareholders. If the Secretary is not a Manager, he or she shall be bound by the confidentiality provisions laid down in Article 10.2 of these Articles, under the Board’s responsibility.

9.2.2 Calling of Board meetings

The Board shall meet at the request of any Manager or further to a notice sent by the Chair. Except in cases of urgency or with the prior consent of all those entitled to attend the meeting written notice sent by e-mail, facsimile or any other electronic means of communication accepted by the Managers, of a Board meeting must be given at least twenty-four (24) hours in advance or six (6) hours in advance in exceptional and urgent matters, provided the meeting is scheduled during normal business hours in Luxembourg. The notice shall specify the place, date, time and agenda of the meeting.

This requirement may be waived with the unanimous consent of all Managers present, or represented, at the meeting or by other written means.

A separate notice is not required for meetings held at a time and place previously approved by the Board.

9.2.3 Procedural requirements for Board meetings

Board meetings shall be held in the Grand Duchy of Luxembourg, save for exceptional circumstances which shall be agreed upon by all members of the Board.

A Manager may be represented at a Board meeting by another Manager, appointed in writing. A Manager may represent more than one Manager at a Board meeting, provided there are always at least two (2) Managers physically present at the meeting or attending by conference call, videoconference or similar means of communication.

If there are multiple classes of Managers, a Manager of a class may only be represented by a Manager of the same class.

A Manager may participate in Board meeting by conference call, videoconference or similar means of communication enabling several persons to instantly communicate with each other or other means of communication enabling the identification of the participants. Such methods of participation are considered equivalent to physical presence at the meeting, and a meeting held by such means is deemed to take place at the Company’s registered office.

A written resolution, signed by all Managers, is valid as if it had been adopted at a duly called Board meeting. Resolutions passed pursuant to this procedure shall be deemed adopted at the Company’s registered office. The resolution can be set out either in a single document, signed by all Managers, or in separate identical documents, each signed by a Manager.

9.2.4 Quorum and majority

The quorum required for Board meetings shall be the presence of at least two Managers currently in office and, if there are multiple classes of Managers, the presence of at least one (1) Manager from each class.

Resolutions shall be adopted by a majority of votes cast by the Managers present or represented at the meeting and, if there are multiple classes of Managers, by at least one (1) Manager from each class. Each Manager is entitled to cast one (1) vote. In the event of a tie, the Chair, or when applicable, the pro tempore chair, who shall at all times be a class A Manager, shall cast the deciding vote.

If the abovementioned quorum and/or majority cannot be met due to the fact that one or more Managers have a conflict of interest with the decision to be taken, the decision shall be adopted by a simple majority of Board members without a conflict of interest unless they decide to refer it to the shareholder or shareholders, for approval.

9.2.5 Minutes - copies and extracts

Minutes of Board meetings shall be drawn up and signed by the Chair, or, when applicable, the pro tempore chair, or by all Managers present at the meeting.

Copies of and extracts from, the minutes or resolutions shall be certified and signed by the Chair or, when applicable, the pro tempore chair, or by one (1) Manager.

Article 10. Powers, duties, liability and indemnification

10.1. Powers of the Board

The Board shall have the broadest powers to act on behalf of the Company and to perform or authorise all acts of administration or disposal necessary or useful to accomplish the Company’s purpose. All powers not expressly reserved to the shareholders under the Articles or the Act can be exercised by the Board.

10.2. Confidentiality

Even after the end of their term of office, the Manager(s) shall not disclose information about the Company which could be detrimental to the Company’s interests, except when disclosure is required by law or the public interest, in accordance with and subject to the provisions of Articles 710-15 and 444-6 of the Act.

10.3. Conflicts of interest

The Managers shall observe the conflicts-of-interest procedure provided for by Articles 710-15 and 441-7 of the Act and Article 9.2.4 of these Articles.

For the sake of clarity and insofar as permitted by the Act, no contract or transaction between the Company and another party shall be affected or invalidated based solely on the fact that one or more of the Managers, directors, partners, members, officers or employees of the Company have a personal interest in the contract or transaction or are duly authorised representatives of that other party. Unless otherwise provided herein, any Manager or officer of the Company who serves as a director, manager, partner, member, officer or employee of any company or firm with which the Company contracts or otherwise engages in business shall not, automatically be prevented from taking part in the deliberations and voting or acting on any matters with respect to such contract or other business.

10.4. Liability and indemnification

The Managers may not, in the performance of their tasks, be held personally liable for any commitment validly made by them in the Company’s name. They may only be held liable for the performance of their duties in accordance with the applicable legal provisions.

Insofar as permitted by law, the Company shall indemnify any Manager and the latter’s heirs, executors and administrators for expenses reasonably incurred in connection with any action, lawsuit or proceedings to which the Manager may be made a party by reason of being or having been a Manager of the Company, or, at the request of the Company, of any other company of which the Company is a shareholder or creditor and by which the Manager is not entitled to be indemnified, with the exception of actions, lawsuits and proceedings relating to matters for which the Manager is ultimately found liable for gross negligence or misconduct. In the event of a settlement, indemnification shall only be provided if the Company has been advised by its legal counsel that the Manager did not breach their duties. This right to indemnification is without prejudice to any other rights on which the relevant person may be entitled to rely.

Article 11. Delegation of powers

11.1. Delegation of daily management

The Board may confer its powers to conduct the Company’s daily management and affairs and represent the Company in this regard to any member or members of the Board or any other person, who need not be a Manager or shareholder of the Company, acting alone or jointly, at the terms so determined by the Board. The Board may freely terminate the delegation of the daily management at any time and without cause. The liability of the person(s) responsible for the daily management shall be determined in accordance with the applicable provisions of the Act. The person(s) responsible for daily management shall comply with the conflicts-of-interest procedure provided for by Article 710-15(4) of the Act.

When the Company is managed by a Board, the delegation of daily management to a member of the Board entails an obligation for the Board to report annually to the general meeting of shareholders on the salary, fees and other advantages granted to the Manager entrusted with the daily management.

11.2. Other delegations of authority

The Board may confer certain powers on and/or entrust specific duties to any member(s) of the Board or any other person(s), who need not be a Manager or shareholder of the Company, acting jointly or individually, in accordance with the conditions and powers determined by the Manager or, if applicable, the Board.

The Board may also establish one or more committees and determine their composition and purpose. Any such committees shall exercise their authority under the responsibility of the Board.

Article 12. Representation of the Company

If only one (1) Manager has been appointed, the Company shall be liable towards third parties by the signature of that Manager as well as by the signature or joint signatures of any person(s) to whom the Manager has delegated signing authority, within the limits of that authority.

If the Company is managed by a Board, the Company shall be liable towards third parties, without prejudice to the following paragraph, by the joint signature of any two (2) Managers as well as by the sole signature or joint signature of any person(s) to whom the Board has delegated signing authority, within the limits of that authority.

If the shareholders have appointed classes of Managers, the Company shall be liable towards third parties by the joint signature of one (1) Manager of each class as well as by the signature or joint signature of any person(s) to whom the Board, or a Manager of each class, have delegated signing authority, within the limits of that authority.

If one or more persons have been entrusted with daily management, they shall represent the Company by means of their sole signature for all matters that fall within the scope of daily management.

Article 13. Audit

If required by Luxembourg law, supervisory oversight of the Company’s operations shall be entrusted to one or more statutory auditor(s) (commissaire(s)) or to one or more independent auditor(s) (réviseur(s) d’entreprises).

The statutory auditor(s) or independent auditor(s), as the case may be, are appointed by the general meeting of shareholders, which shall determine their number, remuneration and the duration of their term of office. If no term has been fixed in the relevant shareholder decision, the auditor(s) shall be deemed appointed for a limited term of one (1) year. They may be re-appointed at the end of their term and removed from office pursuant to a shareholders resolution at any time, with or without cause, subject to the applicable statutory provisions.

PART IV. GENERAL MEETING OF SHAREHOLDERS

Article 14. Powers

The shareholders shall have the powers reserved to them by the Act and these Articles.

Any regularly constituted general meeting or any valid written resolution (as applicable) shall represent and bind all shareholders of the Company.

The shareholders shall not participate in or interfere with the Company’s management.

Article 15. Decision-making procedure

15.1. Calling of meetings

The Board or the auditor(s), or any shareholders representing more than half (½) the Company’s share capital can call a general meeting or submit written resolutions to the Company’s shareholders, in accordance with the provisions of the Act.

General meetings of shareholders, including the annual general meeting, can be held abroad only if so required by unforeseen circumstances or acts of force majeure, as determined by the Board. General meetings of shareholders are called by means of a written notice sent to the shareholders at least eight (8) days in advance, specifying the date, time, place and agenda of the meeting.

If all shareholders are present or represented at a general meeting and state that they have been informed of the agenda, the general meeting may be held without a prior notice having been sent.

15.2. Form of resolutions

If the Company has a sole shareholder, that shareholder shall exercise the powers entrusted by the Act to the general meeting. In this case and to the extent applicable, if the term “sole shareholder” is not expressly mentioned in these Articles, all references to the “shareholders” and the “general meeting” shall be deemed to refer to the sole shareholder. Resolutions taken by the sole shareholder must be set out in writing.

If the Company has fewer than sixty (60) shareholders, general meetings of shareholders are not mandatory and the shareholders may vote on proposed resolutions in writing (in which case, the resolutions must be approved by the same majority required at a general meeting). A general meeting must however be called to amend these Articles.

Where the shareholders take decisions in writing, they shall cast their vote by signing the circulated resolutions. The shareholders may sign a single document or separate copies of the same document, returned to the Company by post, fax or email.

15.3. Procedure

The chair of the general meeting, or, in the chair’s absence, any other person appointed by the shareholders, shall preside over the general meeting. The chair shall appoint a secretary. The general meeting shall appoint one or more scrutineers. The chair, together with the secretary and the scrutineer(s), shall form the presiding committee of the general meeting.

An attendance list indicating the name of each shareholder, the number of shares held and, if applicable, the name of the shareholders’ representatives, shall be drawn up and signed by all members of the presiding committee or, as the case may be, their representatives.

Shareholders can attend general meetings of shareholders by conference call, video conference or any other similar means of instant communication enabling their identification in accordance with and subject to the provisions of Article 710-21 of the Act. A meeting held by such means is deemed to take place at the Company’s registered office.

Shareholders can vote remotely at a general meeting using voting forms. The form shall indicate the agenda for the meeting and the vote or the relevant shareholder (for, against or abstention). In order to be taken into account for the purpose of determining the quorum, voting forms must be received by the Company no later than one (1) hour before the opening of the meeting.

15.4. Voting

Each share carries one (1) vote, unless otherwise provided for by the Act. A shareholder’s voting rights are determined by the number of shares held.

Shareholders may appoint in writing, by post, facsimile, email, or any other accepted means of communication a proxy holder, who need not be a shareholder, to represent them at a general meeting.

Without prejudice to these Articles and the Act, the Board can suspend the voting rights of shareholders that are in default of their obligations under these Articles or the relevant subscription letter or agreement.

Each shareholder may personally undertake or refrain temporarily or permanently from exercising all or some of its voting rights. Any such waiver is binding on the Company as from the time the Company is notified of it.

Voting arrangements may be validly entered into in accordance with and subject to the provisions of Article 710-20 of the Act.

15.5. Quorum and majority

15.5.1 Decisions amending the Articles and change of nationality

Unless otherwise required by the Act or these Articles, any amendment to the Articles, including a change of nationality, must be approved by shareholders representing at least three quarters (¾) of the Company’s share capital.

15.5.2 Decisions approving share transfers

Decisions approving a transfer of shares to a non-shareholder must be approved in accordance with the provisions of Article 6.4 of these Articles.

15.5.3 Unanimity

The commitments of shareholders may be increased only with the unanimous consent of all shareholders.

15.5.4 Other decisions

All other decisions for which no specific quorum or majority is required by these Articles or the Act must be approved by shareholders representing more than half (½) the share capital. If the required quorum is not met at the first general meeting, the shareholders shall be called or consulted a second time, by registered letter, and resolutions shall be adopted by a majority of the votes cast, regardless of the percentage of share capital represented.

15.5.5 Classes of shares

If there are several classes of shares and the shareholders’ decision may result in a modification of their respective rights, the decision must, in order to be valid, be approved by each class of shares, with the quorum and majority stipulated in Article 15.5.1 of these Articles.

15.6. Minutes - copies and extracts

Minutes of general meetings of shareholders shall be drawn up and signed by the members of the presiding committee and any shareholders who wish to do so.

Copies of and extracts from the minutes of general meetings of shareholders may be certified by one (1) Manager.

15.7. Attendance of bondholders

If the Company has issued bonds, the bondholders are not entitled to be called to or attend general meetings of shareholders.

PART V. FINANCIAL YEAR AND ALLOCATION OF PROFITS

Article 16. Financial year

The Company’s financial year starts on the first day of December of each year and ends on the last day of November of the following year.

Article 17. Approval of the annual accounts

At the end of each financial year, the accounts are closed and the Board shall draw up the Company’s annual accounts in accordance with the Act and submit them to the auditor(s) for review (where applicable) and to the general meeting of shareholders for approval.

Each shareholder or its representative may inspect the annual accounts at the Company’s registered office as provided by the Act.

Article 18. Allocation of profits

Five percent (5%) of the Company’s net annual profits shall be allocated each year to the reserve required by the Act, until this reserve reaches ten percent (10%) of the Company’s share capital. The general meeting of shareholders shall determine how the remaining profits are to be allocated. These profits may, in whole or in part, be used to absorb existing losses, if any, set aside in a reserve, carried forward to the next financial year or distributed to the shareholders.

Article 19. Interim dividends

The Board is authorised to distribute interim dividends (“acomptes sur dividendes”) in accordance with Article 710-25 of the Act.

PART VI. WINDING-UP AND LIQUIDATION

Article 20. Winding-up and liquidation

The Company shall not be wound up due to the death, bankruptcy, incapacity or similar event affecting one or more of its shareholders.

The Company may be wound up pursuant to a shareholder resolution, approved in accordance with the quorum and majority indicated in the Act.

If the Company is wound up, liquidation shall be carried out by one or more liquidators (which may be either natural persons or legal entities) appointed by the general meeting which shall also determine their powers and compensation.

After settling all outstanding debts and liabilities, including taxes and liquidation costs, the remaining proceeds, if any, shall be distributed amongst the shareholders.

If there is only one (1) shareholder, the Company can be wound up without liquidation in accordance with Article 710-3 of the Act and Article 1865bis(2) et seq. of the Luxembourg Civil Code.

PART VII. APPLICABLE LAW AND DEFINITIONS

Article 21. Applicable law

All matters not governed by these Articles shall be settled in accordance with the applicable law and any agreement that may be entered into by the shareholders and the Company from time to time, supplementing certain provisions of these Articles.

Article 22. Definitions

The following terms, as used in these Articles, shall have the meaning set out below:

Act: the Luxembourg law of 10 August 1915 on commercial companies, as amended from time to time;

Articles: these articles of association of the Company;

Board: see the definition in Article 8 of these Articles;

Chair: see the definition in Article 9.2.1 of these Articles;

Class A Manager(s): see the definition in Article 8 of these Articles;

Class B Manager(s): see the definition in Article 8 of these Articles;

Company: see the definition in Article 1 of these Articles;

Manager(s): see the definition in Article 8 of these Articles; and

Secretary: see the definition in Article 9.2.1 of these Articles.

SUBSCRIPTION – PAYMENT

The Articles having thus been established, COMMONWEALTH LUXEMBOURG HOLDINGS S.A R.L., aforementioned, declared to subscribe the entire share capital represented by one hundred thousand (100,000) shares with a par value of one Euro (EUR 1).

All the shares have been fully paid in cash, so that the amount of one hundred thousand Euros (EUR 100,000) is at the disposal of the Company, evidence thereof having been given to the notary.

COSTS

The expenses, costs, fees and charges of any kind whatsoever which will have to be borne by the Company as a result of its formation are estimated at two thousand Euros (EUR 2,000.-).

VERIFICATION

The notary executing this deed declares that the conditions fixed in art. 710-6 and in article 710-7 of the Law have been fulfilled.

RESOLUTIONS OF THE SOLE SHAREHOLDER

The Company will be managed by the following managers appointed for an unlimited period:

Class A Managers:

STUART BOTTOMLEY, born on October 28, 1966, in Melton Mowbray, United Kingdom, and residing at Heronfield Cottage, Bakers Lane, Knowle, Solihull, West Midlands B93 OEA England;

MICHAEL P. RYAN, born on March 10, 1969, in Utica, New York, United States of America and residing at 50 Highridge Road, West Simsbury, CT 06092, United States of America;

CHRISTOPHER WITZKY, born on May 17, 1957, in New York, United States of America and residing at 54 Sachem Drive, Glastonbury, CT 06033, United States of America;

ALEXEI LAKOMKIN, born on January 20, 1968 in Vichnevogorsk, Russia and residing professionally at 43, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg;

Class B Managers:

SEVERINE CANOVA, born on July 16, 1975 in Creutzwald, France and residing professionally at 46A, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg;

JANA STRISCHEK, born on June 12, 1975 in Potsdam, Germany and residing professionally at 46A, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg;

KATALIN OROSZKI, born on September 30, 1976 in Vác, Hungary and residing professionally at 46A, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg.

The registered office of the Company shall be established at 46A, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.

DECLARATION

The undersigned notary, who understands and speaks English, states herewith that on request of the above appearing parties, the present deed is worded in English, followed by a French version. On request of the same appearing parties and in case of divergences between the English and the French text, the English version will be prevailing.

WHEREOF the present deed was drawn up in Pétange, on the day named at the beginning of this document.

The document having been read to the proxyholder of the person appearing, the said proxyholder signed with the notary the present deed.

SUIT LA TRADUCTION FRANCAISE DU TEXTE QUI PRECEDE:

L’an deux mille dix-neuf, le seizième jour du mois d’août.

Par-devant Maître Jacques Kesseler, notaire de résidence à Pétange, Grand-Duché de Luxembourg,

A COMPARU:

COMMONWEALTH LUXEMBOURG HOLDINGS S.A R.L., une société valablement constituée et existante sous le droit du Grand-Duché de Luxembourg, ayant son siège social au 46A, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duché de Luxembourg, enregistrée auprès du Registre de Commerce et des Sociétés de Luxembourg sous le numéro B 148555, ici représentée par Madame Marina Muller, clerc de notaire, avec adresse professionnelle au 13, route de Luxembourg, L-4761 Pétange, Grand-Duché du Luxembourg, en vertu d’une procuration.

Laquelle procuration restera, après avoir été signée ne varietur par le comparant et le notaire instrumentant, annexée aux présentes pour être formalisée avec les autorités d’enregistrement. Laquelle comparante, représentée comme indiqué ci-dessus, a requis le notaire instrumentant de dresser acte d’une société à responsabilité limitée :

PART I. FORME ET DENOMINATION SOCIALE, SIEGE SOCIAL, OBJET SOCIAL ET DUREE

Article 1. Forme, dénomination sociale

Les présents constituent les statuts d’une société à responsabilité limitée (la “Société”) dont la dénomination sociale est “Highland Holdings S.à r.l.”.

La Société sera régie par les présents Statuts et les lois du Grand-Duché de Luxembourg et, en particulier, la Loi.

Article 2. Siège social

Le siège social de la Société sera établi à Luxembourg-Ville. Le Collège sera autorisé à transférer le siège social de la Société au sein du Grand-Duché de Luxembourg et à modifier cet article en conséquence. Le Collège pourra décider d’établir des succursales ou d’autres formes d’établissements au sein du Grand-Duché de Luxembourg ou à l’étranger.

Dans le cas où le Collège estimerait que des événements politiques, économiques ou sociaux extraordinaires sont survenus ou sur le point de survenir, et seraient de nature à compromettre le fonctionnement normal de la Société au lieu de son siège social voire la communication avec ce siège ou entre ce siège et des personnes à l’étranger, le Collège pourra transférer temporairement le siège social à l’étranger, jusqu’à la cessation totale de ces événements extraordinaires. De telles mesures temporaires n’affecteront pas la nationalité de la Société qui, nonobstant le transfert temporaire de son siège social à l’étranger, restera régie par les lois du Grand-Duché de Luxembourg.

Article 3. Objet social

La Société a pour objet la prise de participations directes ou indirectes et la détention de ces participations, sous n’importe quelle forme, dans toutes entreprises luxembourgeoises ou étrangères, ainsi que l’administration, la gestion et la mise en valeur de ces participations.

Cela inclut, mais n’est pas limité à l’investissement, l’acquisition, la vente, l’octroi ou l’émission (sans offre publique) de certificats de capital préférentiels, prêts, obligations, reconnaissances de dettes et autres formes de dettes, parts sociales, bons de souscriptions et autres instruments de capital ou droits, incluant sans limitation, des parts de capital social, participations dans une association (limited partnership), participations dans une société à responsabilité limitée (limited liability company), parts préférentielles, valeurs mobilières et swaps, et toute combinaison de ce qui précède, qu’ils soient facilement réalisables ou non, ainsi que des engagements (incluant mais non limité à des engagements relatives à des valeurs synthétiques) de sociétés, entités ou autres personnes juridiques de tout type.

Par ailleurs, la Société est autorisée à avoir toute position de, et exercer les fonctions de, commandité, gérant ou administrateur dans toute société ayant son siège social au Grand-Duché de Luxembourg qui appartient au même groupe de sociétés que la Société.

La Société peut aussi utiliser ses fonds pour investir dans l’immobilier, les droits de propriété intellectuelle ou dans tout autre actif mobilier ou immobilier de toute sorte ou toute forme.

La Société peut accorder des gages, garanties, privilèges, hypothèques et toute autre forme de sûretés ainsi que toute forme d’indemnités, à des entités luxembourgeoises ou étrangères, en relation avec ses propres obligations et dettes.

La Société peut accorder toute forme d’assistance (incluant mais non limité à l’octroi d’avances, prêts, dépôts d’argent et crédits ainsi que l’octroi de gages, garanties, privilèges, hypothèques et toute autre forme de sûretés, de toute sorte et forme) aux filiales de la Société. De manière plus occasionnelle, la Société peut accorder le même type d’assistance aux sociétés qui font partie du même groupe de sociétés que la Société ou à des tiers, sous condition que cela tombe dans l’intérêt social et sans engendrer une obligation d’une autorisation spécifique.

D’une manière générale, la Société peut effectuer toute opération commerciale, industrielle ou financière et s’engager dans toute autre activité qu’elle jugera nécessaire, conseillée, appropriée, incidente à ou non contradictoire avec l’accomplissement et le développement de ce qui précède. Nonobstant ce qui précède, la Société ne s’engagera dans aucune transaction qui entraînerait son engagement dans une quelconque activité qui serait considérée comme une activité réglementée ou qui requerrait de la Société la possession de toute autre autorisation spécifique.

Article 4. Durée

La Société est constituée pour une durée indéterminée.

PARTIE II. CAPITAL SOCIAL ET PARTS SOCIALES

Article 5. Capital social - prime d’émission et apports en capital

5.1. Capital social

Le capital social de la Société est fixé à cent mille Euros (100.000,- EUR), divisé en cent mille (100.000) parts sociales, ayant un pair comptable d’un Euro (1,- EUR) chacune, toutes souscrites et intégralement libérées.

5.2. Prime d’émission et apports en capital

En plus du capital social, un compte de prime d’émission et/ou un compte d’apport en capital (compte 115 “Apport en capitaux propres non rémunéré par des titres”) peut être établi.

Les avoirs de ce compte de prime d’émission et/ou du compte d’apport en capital peuvent être utilisés par la Société afin de racheter ses propres parts sociales, compenser des pertes nettes, effectuer des distributions aux associés, affecter les fonds à la réserve statutaire, effectuer des paiements relatifs aux parts sociales ainsi que toutes autres utilisations permises par la loi.

Article 6. Parts sociales

6.1. Forme

Chaque part sociale sera et restera sous forme nominative.

La Société ne pourra pas émettre des parts sociales par le biais d’une offre au public. Les parts sociales ne pourront pas être représentées par des certificats de parts sociales négociables; cependant, à la demande d’un associé, la Société pourra émettre des certificats confirmant l’inscription du détenteur concerné au registre des associés.

6.2. Registre des associés

Un registre des associés sera tenu au siège social de la Société, conformément aux dispositions de l’Article 710-8 de la Loi. Chaque associé aura le droit de consulter le registre pendant les heures ouvrables normales conformément aux dispositions de la Loi.

Les associés devront notifier la Société par voie de lettre recommandée tout changement d’adresse. La Société sera fondée à se fier à la dernière adresse qui lui aura été notifiée.

6.3. Indivision - suspension des droits

Chaque part sociale sera indivisible à l’égard de la Société. Dans le cas où une part sociale est détenue par plus d’une personne, la Société aura le droit de suspendre les droits attachés à ladite part sociale (sauf pour les droits d’information prévus à l’Article 461-6 de la Loi) jusqu’à ce qu’une seule personne soit désignée comme en étant le détenteur à l’égard de la Société.

6.4. Transfert de parts sociales

Lorsque la Société est composée d’un associé unique, ce dernier pourra librement transmettre ses parts.

Lorsque la Société a plusieurs associés, les parts sociales seront librement cessibles entre les associés.

Les parts sociales émises par la Société ne pourront être cédées à des non-associés qu’en conformité avec les dispositions des Articles 710-12 et 710-13 de la Loi, étant précisé que le consentement des associés représentant les trois-quarts (¾) des parts sociales est requis pour toute cession de parts sociales à des non-associés et ce pour qu’il s’agisse d’une cession entre vifs ou pour cause de décès. Les mêmes règles s’appliqueront à la création d’usufruit ou cession d’usufruit ou de nue-propriété.

En cas de cession de parts sociales entre vifs à des non-associés et, dans le cas où le consentement des associés tel qu’indiqué ci-dessus n’a pas été obtenu, les associés restant auront le droit d’acquérir les parts sociales ou de faire acquérir lesdites parts sociales auprès de l’associé cédant sauf si ce dernier renonce à la cession des parts sociales, le tout conformément aux conditions prévues par l’Article 710-12 de la Loi. La Société peut également décider, avec le consentement de l’associé cédant, de réduire le capital social et de racheter les parts sociales de l’associé cédant conformément aux conditions prévues à l’Article 710-12 de la Loi. Dans les deux cas, le prix des parts sociales cédées sera déterminé par le Collège. Le Collège peut, à sa seule discrétion, décider de recourir aux services d’un conseiller extérieur ou d’experts externes pour l’assister dans cette finalité. Au cas où les parts sociales n’auraient pas été acquises ou rachetées conformément aux dispositions mentionnées ci-dessus, l’associé cédant pourra procéder à la cession initialement prévue aux non-associés.

Article 7. Augmentations, réductions et rachats de capital social

7.1. Augmentation et réduction de capital

Le capital social de la Société pourra être augmenté ou réduit, en une ou en plusieurs fois, par une résolution de l’assemblée générale des associés, sous réserve que les conditions de quorum et de majorité requises pour toute modification des Statuts soient respectées.

7.2. Rachat de parts sociales

La Société pourra racheter ses propres parts sociales avec le consentement des associés concernés. Le rachat de parts sociales ne pourra avoir pour effet que la valeur nominale ou le pair comptable agrégé des parts détenues par les associés (autre que la Société) devienne inférieur à douze mille euros (12.000 EUR), ou l’équivalent de ce montant dans une autre devise.

De surcroit, dans le cas où la Société a émis des parts sociales rachetables, le rachat de ces parts sociales devra être conforme aux dispositions de l’Article 710-5 de la Loi.

Les droits de vote et les droits financiers attachés aux actions rachetées seront suspendus pendant la période où elles sont détenues par la Société.

Le Collège est autorisé à annuler les parts sociales ainsi rachetées et à procéder à la réduction de capital corrélative, ce qui devra être constaté par acte notarié dans le mois suivant l’annulation et la réduction.

PARTIE III. GÉRANCE ET RÉVISION DES COMPTES

Article 8. Collège de gérance

La Société sera gérée par un ou plusieurs gérants, lesquels ne devront pas nécessairement être des associés (le(s) “Gérant(s)”). Si plusieurs gérants sont nommés, ils constitueront un collège de gérance (le “Collège”).

Le ou les Gérants devront être nommé(s) par les associés qui détermineront leur nombre, leur rémunération et la durée de leur mandat. Dans le cas où aucune durée n’a été déterminée par la décision des associés concernés, les gérants concernés seront nommés pour une durée indéterminée. Le ou les Gérants pourront être réélu(s) à la fin de leur mandat et révoqué(s) de leurs fonctions à tout moment, sans motif, à la suite d’une résolution de l’assemblée générale des associés.

Les associés pourront décider de nommer deux (2) catégories de Gérants, respectivement le(s) “Gérant(s) de Catégorie A” et le(s) “Gérant(s) de Catégorie B”.

Article 9. Procédure, votes

9.1. Gérant unique

Si la Société est composée d’un Gérant unique, ce dernier exercera les pouvoirs octroyés par la Loi au Collège. Dans ce cas, et dans la mesure du possible, lorsque le terme “Gérant unique” n’est pas expressément mentionné dans les Statuts, toute référence au “Collège” devra être comprise comme une référence au Gérant unique. Le Gérant unique pourra enregistrer ses résolutions sous forme de procès-verbaux.

9.2. Procédure de décision du Collège

9.2.1 Président et secrétaire

Le Collège pourra nommer un président (le “Président”) parmi ses membres mais n’y sera pas obligé. Si des catégories de Gérants ont été créées, le Président sera nommé parmi les Gérants de Catégorie A. Si un Président a été nommé, il présidera toutes les réunions du Collège. En l’absence du Président, le Collège pourra nommer tout Gérants en tant que Président pro tempore par vote majoritaire des Gérants présents ou représentés à la réunion.

Le Collège pourra également nommer un secrétaire (le “Secrétaire”) pour dresser les procès-verbaux des réunions du Collège et de l’assemblée générale des associés. Si le Secrétaire n’est pas un Gérant, cette personne devra observer, sous la responsabilité du Collège, les règles de confidentialité prévues à l’article 10.2 des présents Statuts.

9.2.2 Convocation du Collège

Le Collège se réunira sur convocation de tout Gérant ou par suite d’une convocation adressée par le Président, le cas échéant. Sauf en cas d’urgence ou avec l’accord préalable de toutes les personnes autorisées à participer à la réunion, un avis écrit de toute réunion du Collège sera donné à tous les Gérants avec un préavis d’au moins vingt-quatre (24) heures ou d’un préavis d’au moins six (6) heures dans des situations exceptionnelles et urgentes, à condition tout de même que la réunion ait lieu pendant les heures ouvrables normales à Luxembourg. La convocation indiquera le lieu, la date, l’heure ainsi que l’ordre du jour de la réunion.

II pourra être renoncé à cette convocation avec l’accord unanime de tous les Gérants présents ou représentés, lequel devra être donné à la réunion ou par tout autre moyen par écrit.

Une convocation séparée ne sera pas requise pour les réunions se tenant à une date et à un endroit préalablement approuvés par le Collège.

9.2.3 Tenue des réunions du Collège

Les réunions du Collège se tiendront au Grand-Duché de Luxembourg, sauf en cas de circonstances exceptionnelles qui devraient être acceptées par tous les membres du Collège.

Tout Gérant pourra désigner par écrit un autre Gérant pour se faire représenter aux réunions du Collège. Un Gérant pourra représenter plus d’un Gérant lors d’une réunion du Collège pour autant qu’il y ait toujours deux (2) Gérants présents en personne ou par conférence téléphonique, vidéoconférence ou tout autre moyen similaire de communication.

Si des catégories de Gérants ont été créées, un Gérant d’une catégorie ne peut être représenté que par un Gérant de cette même catégorie.

Tout Gérant pourra participer à une réunion du Collège par conférence téléphonique, vidéoconférence ou tout autre moyen similaire de télécommunication permettant à plusieurs personnes de communiquer simultanément entre elles, ou tout autre moyen de communication permettant une identification de ces personnes. Ces méthodes de participation seront considérées comme équivalentes à la présence physique de la personne à la réunion et toute réunion tenue par ces moyens sera réputée avoir eu lieu au siège social de la Société.

Une résolution écrite signée par tous les Gérants sera valable de la même manière que si elle avait été adoptée à une réunion du Collège dûment convoquée et tenue. Les résolutions adoptées selon cette procédure seront réputées avoir été adoptées au siège social de la Société. Ces résolutions pourront être actées soit dans un document unique, signé par tous les Gérants ou dans des documents distincts identiques, chacun signé par un Gérant.

9.2.4 Quorum et majorité

Le quorum requis pour les réunions du Collège sera atteint par la présence ou la représentation d’au moins deux Gérants actuellement en fonction et, si des catégories de Gérants ont été créées, par la présence ou représentation d’au moins un (1) Gérant de chaque catégorie.

Les décisions seront prises à la majorité des votes des Gérants présents ou représentés à la réunion, et, si des catégories de Gérants ont été créées, les décisions devront être approuvées par au moins un (1) Gérant de chaque catégorie. En cas de parité des voix, le Président, ou le cas échéant, le Président pro tempore, pour autant que ces postes aient été pourvus, qui sera à tout instant un Gérant de Catégorie A, aura une voix prépondérante.

Dans le cas où le quorum et la majorité mentionnés ci-dessus ne pourront être atteints en raison de conflits d’intérêts d’un (1) ou plusieurs Gérants avec la décision devant être prise par le Collège, la décision devra être adoptée à la majorité simple par les membres du Collège qui n’ont pas de conflit et peuvent voter, sauf s’ils décident que cette décision sera déférée à l’approbation du ou des associés.

9.2.5 Procès-verbaux - copies ou extraits

Les procès-verbaux de la réunion du Collège devront être établis par écrit et signés par le Président, ou le président pro tempore, le cas échéant, ou par tous les Gérants présents à la réunion. Les copies ou les extraits des procès-verbaux ou les résolutions devront être certifiés par le Président, s’il en a été nommé un, ou, le cas échéant, le président pro tempore, ou par un (1) Gérant quelconque.

Article 10. Pouvoirs - devoirs - responsabilité - indemnisation

10.1. Pouvoirs du Collège

Le Collège sera investi des pouvoirs les plus étendus pour agir au nom de la Société et pour accomplir ou autoriser tous les actes d’administration ou de disposition qui seront nécessaires ou utiles pour la réalisation de l’objet social de la Société. Tous les pouvoirs qui ne sont pas expressément réservés par la Loi ou par les présents Statuts aux associés pourront être exercés par le Collège.

10.2. Confidentialité

Même après le terme de leur mandat, le ou les Gérant(s) resteront tenus de ne pas révéler les informations relatives à la Société qui pourraient contrevenir aux intérêts de cette dernière, sauf si la révélation de ces informations est requise par la loi ou l’intérêt public, conformément à et sous réserve des dispositions des Articles 710-15 et 444-6 de la Loi.

10.3. Conflits d’intérêts

Les Gérants devront observer la procédure applicable aux conflits d’intérêts telle que prévue aux Articles 710-15 et 441-7 de la Loi et à l’article 9.2.4 des présents Statuts.

Pour éviter toute équivoque et dans la limite permise par la Loi, aucun contrat ou transaction entre la Société et une autre partie ne sera affecté ou invalidé par le simple fait qu’un ou plusieurs Gérants, associés, membres, dirigeants ou salariés de la Société auraient un intérêt personnel dans ledit contrat ou ladite transaction, ou s’il est un représentant dûment autorisé de l’autre partie concernée. Sauf dispositions contraires des présents Statuts, tout Gérant ou dirigeant qui agit en tant qu’administrateur, gérant, associé, actionnaire, dirigeant ou salarié pour le compte d’une autre société ou firme avec laquelle la Société contractera ou entrera autrement en relations d’affaires, ne sera pas, pour ce seul motif, automatiquement empêché de prendre part aux délibérations et de voter ou d’agir en ce qui concerne toutes opérations relatives à un tel contrat ou transaction.

10.4. Responsabilité - indemnisation

Les Gérants, dans le cadre de leur mandat, ne seront pas personnellement responsables pour tout engagement valablement pris par eux pour le compte de la Société. Ils ne peuvent être tenus responsables que pour l’exercice de leurs fonctions conformément aux dispositions légales applicables.

Dans les limites permises par la loi, la Société devra indemniser tout Gérant ainsi que les héritiers, les exécuteurs et administrateurs testamentaire de ce dernier, des dépenses raisonnables faites en relation avec toute action, procès ou procédure à laquelle le Gérant aurait pu être partie en raison de sa fonction passée ou actuelle de Gérant ou, à la demande de la Société, de toute autre société dans laquelle la Société est associée ou créancière et pour laquelle le Gérant ne serait pas autorisé à être indemnisé, excepté pour toute action, procès ou procédure en relation avec des affaires pour lesquelles le Gérant serait finalement déclaré responsable pour faute grave ou faute lourde. En cas de règlement amiable d’un conflit, des indemnités pourront être accordées uniquement dans les matières en relation avec lesquelles la Société a été conseillée par son conseiller juridique, que le Gérant n’a pas violé ses obligations. Ce droit à indemnité n’est pas exclusif d’autres droits que la personne concernée pourra revendiquer.

Article 11. Délégation de pouvoirs

11.1. Délégation de la gestion journalière

Le Collège pourra déléguer ses pouvoirs pour conduire la gestion journalière et les affaires de la Société ainsi que la représentation de la Société à un ou plusieurs membres du Collège ou à une ou plusieurs autres personnes qui ne seront pas nécessairement des Gérants ou des associés de la Société, lesquelles pourront agir individuellement ou conjointement, selon les conditions et les pouvoirs déterminés par le Collège. Le Collège pourra mettre un terme librement, à tout moment et sans justification, à la délégation de pouvoirs du ou des délégués à la gestion journalière. La responsabilité du(des) délégué(s) à la gestion journalière sera déterminée conformément aux dispositions de la Loi. La ou les personnes déléguées à la gestion journalière devront se conformer à la procédure des conflits d’intérêt de l’Article 710- 15 (4) de la Loi.

Lorsque la Société est gérée par un Collège, la délégation de la gestion journalière à un membre du Collège entrainera l’obligation pour le Collège de faire rapport chaque année à l’assemblée générale des associés sur le salaire, les frais et autres avantages octroyés au Gérant dans le cadre de ladite délégation.

11.2. Autres délégations

Le Collège pourra conférer certains pouvoirs et/ou mandats spéciaux à un ou plusieurs membres du Collège ou à une ou plusieurs autres personnes qui ne seront pas nécessairement des Gérants ou des associés de la Société, lesquelles pourront agir individuellement ou conjointement, selon les conditions et les pouvoirs déterminés par le Gérant ou, le cas échéant, le Collège.

Le Collège pourra aussi nommer un ou plusieurs comités et déterminer leur composition et le ur objet. Ce ou ces comités exerceront leurs prérogatives sous la responsabilité du Collège.

Article 12. Représentation de la Société

En cas de nomination d’un Gérant unique, la Société sera engagée à l’égard des tiers par la signature individuelle de ce Gérant, ainsi que par les signatures conjointes ou la signature individuelle de toute(s) personne(s) à laquelle ou auxquelles le Gérant aura délégué un tel pouvoir de signature, et ce dans les limites d’un tel pouvoir.

Lorsque la Société est gérée par un Collège et sous réserve de ce qui suit, la Société sera engagée vis-à-vis des tiers par les signatures conjointes de deux (2) Gérants quelconques ainsi que par la signature individuelle ou conjointe de toute(s) personne(s) à laquelle ou auxquelles le Collège aura délégué un tel pouvoir de signature, et ce dans les limites d’un tel pouvoir.

Si les associés ont nommé une ou plusieurs catégories de Gérants, la Société sera engagée vis - à-vis des tiers par la signature conjointe d’un (1) Gérant de chaque catégorie ainsi que par la seule signature ou par la signature conjointe de toute(s) personne(s) à qui le Collège, ou un Gérant de chaque catégorie, aura délégué un tel pouvoir de signature, et ce dans les limites d’un tel pouvoir. Si un (1) ou plusieurs délégués à la gestion journalière ont été nommé(s), ce(s) délégué(s) pourront représenter la Société par sa/leur signature individuelle(s) et ce dans les limites de la gestion journalière.

Article 13. Révision des comptes

Dans tous les cas prévus par le droit luxembourgeois, la surveillance des opérations de la Société sera confiée à un (1) ou plusieurs commissaires aux comptes ou, dans la mesure où cela est prévu par la loi luxembourgeoise ou décidé optionnellement par les associés, à un (1) ou plusieurs réviseurs d’entreprises indépendants agréés.

Le(s) commissaire(s) aux comptes ou, le cas échéant, le(s) réviseur(s) d’entreprises agréé(s), sera/seront nommé(s) par les associés, qui détermineront leur nombre, leur rémunération et la durée de son/leur mandat. Si aucun terme n’a été prévu dans la décision y relative de l’associé concernée, le(s) commissaire(s) aux comptes ou, le cas échéant, le(s) réviseur(s) d’entreprises sera(ont) nommé(s) pour une durée limitée d’un (1) an. Leur mandat pourra être renouvelé à leur terme et ils pourront être révoqués de leurs fonctions à tout moment, avec ou sans motif, sur simple décision des associés, sous réserve des dispositions légales applicables.

PARTIE IV. ASSEMBLÉE GÉNÉRALE DES ASSOCIÉS

Article 14. Pouvoirs

Les associés disposeront de tous les pouvoirs qui leurs sont conférés par la Loi et les présents Statuts.

Toute assemblée générale régulièrement constituée ou toute résolution valable écrite, le cas échéant, sera censée représenter et lier la totalité des associés de la Société.

Les associés ne pourront ni participer à, ni interférer dans la gestion de la Société.

Article 15. Procédure pour les décisions des associés

15.1. Convocation

Le Collège ou le(s) commissaire(s) aux comptes, le cas échéant, ainsi que les associés qui détiendront plus de la moitié (½) du capital social de la Société pourront convoquer une assemblée générale des associés ou soumettre des résolutions écrites aux associés de la Société, conformément aux dispositions de la Loi.

Les assemblées générales des associés, y compris l’assemblée générale annuelle, ne pourront se tenir à l’étranger que si elles sont requises par des circonstances imprévues ou des cas de force majeure, tel que déterminé par le Collège.

Lorsqu’une assemblée générale des associés devra être convoquée, une convocation écrite devra être envoyée aux associés au moins huit (8) jours avant l’assemblée générale et devra préciser la date, l’heure, l’endroit et l’ordre du jour de cette dernière. Si tous les associés sont présents ou représentés à l’assemblée générale des associés et déclarent avoir eu connaissance de l’ordre du jour de l’assemblée, l’assemblée pourra être tenue sans convocation préalable.

15.2. Forme des résolutions

Si la Société possède un associé unique, ce dernier exercera les pouvoirs qui sont confiés par la Loi à l’assemblée générale. Dans ce cas, et dans la mesure du possible, lorsque le terme “associé unique” n’est pas expressément mentionné dans les présents Statuts, toute référence aux “associés” ou à “l’assemblée générale” utilisée dans les présents Statuts devra être comprise comme une référence à l “associé unique”. Les résolutions de l’associé unique devront être prises par écrit. Si la Société compte moins de soixante (60) associés, à l’exception des assemblées générales modifiant les Statuts, les assemblées générales des associés ne seront pas obligatoires et les associés pourront voter sur des résolutions proposées par écrit (avec toutefois la même majorité que celles requise pour les assemblées générales).

Lorsque les associés seront consultés par écrit, ils devront exprimer leur vote par résolutions circulaires signées. Les signatures des associés pourront apparaitre sur un seul document ou sur plusieurs copies d’une résolution identique. Leur signature pourra être prouvée par un original ou par une copie délivrée par télécopie ou par mail.

15.3. Procédure

Le président de l’assemblée générale des associés ou, en son absence, toute autre personne nommée par l’assemblée générale des associés devra présider l’assemblée générale. Le président de l’assemblée générale des associés nommera un secrétaire. L’assemblée générale des associés nommera un ou plusieurs scrutateurs. Le président de l’assemblée générale des associés, le secrétaire et le ou les scrutateur(s) formeront ensemble le comité de direction de l’assemblé générale. Une liste de présence indiquant le nom de chaque associé, le nombre de parts sociales détenues et, si applicable, le nom du représentant de l’associé, sera établie et signée par le bureau de l’assemblée générale des associés ou, le cas échéant, leurs représentants.

Les associés pourront participer aux assemblées générales des associés par conférence téléphonique, vidéoconférence ou tout autre moyen similaire de télécommunication permettant leur identification conformément à et sous réserve des dispositions de l’Article 710-21 de la Loi. Une assemblée tenue par ces moyens sera réputée avoir lieu au siège social de la Société.

De surcroit, les associés pourront également voter à l’assemblée générale des associés par des formulaires de vote. Les formulaires de vote devront contenir les points de l’ordre du jour de l’assemblée et l’indication du vote de l’associé concerné pour chaque point figurant à l’ordre du jour (pour, contre, abstention). Afin de les prendre en compte pour la détermination du quorum, les formulaires de vote devront être reçus par la Société au plus tard une (1) heure avant l’heure à laquelle l’assemblée aura été convoquée.

15.4. Vote

Une (1) voix sera attachée à chaque part sociale, sauf disposition contraire de la Loi. Chaque associé disposera de droits de vote proportionnels au nombre de parts sociales détenues.

Un associé pourra désigner un mandataire par écrit, que ce soit par le biais d’un original ou d’une copie délivré par télécopie ou mail, pour le représenter à l’assemblée générale, étant entendu que ce mandataire ne sera pas nécessairement un associé.

Sans préjudice à ces Statuts et à la Loi, le Collège pourra suspendre les droits de vote de l’associé qui restera en défaut de remplir les obligations qui lui incombent en vertu des Statuts, de son acte de souscription ou d’engagement.

Il est permis à tout associé, à titre personnel, de s’engager à ne pas exercer temporairement ou définitivement tout ou partie de ses droits de vote. Une telle renonciation lie l’actionnaire et s’impose à la société dès sa notification à cette dernière.

Les conventions de vote seront valables conformément à et sous réserve des dispositions de l’Article 710-20 de la Loi.

15.5. Quorum et majorité

15.5.1 Décisions modifiant les Statuts et changement de nationalité

Sauf disposition contraire des présents Statuts ou de la Loi, toute modification des Statuts, y compris tout changement de nationalité, devra être approuvé par les associés représentant au moins les trois quarts (¾) du capital social de la Société.

15.5.2 Décisions en cas de cessions de parts sociales

Les décisions approuvant toute cession de parts sociales à des non-associés devront être adoptées conformément aux dispositions de l’article 6.4. des présents Statuts.

15.5.3 Consentement unanime

Les engagements des associés ne pourront être augmentés qu’avec leur consentement unanime.

15.5.4 Autres décisions

Toutes autres décisions pour lesquelles un quorum ou une majorité spécifique ne sont pas prévues par les présents Statuts ou par la Loi, seront adoptées par les associés représentant plus de la moitié (½) du capital social de la Société. Dans le cas où un tel quorum n’est pas atteint à la première assemblée, les associés devront être convoqués ou consultés une seconde fois, par lettre recommandée, et les décisions devront être adoptées par une majorité de votes émis, quel que soit le pourcentage du capital représenté.

15.5.5 Catégories de parts sociales

Dans le cas où plusieurs catégories de parts sociales existent et où la décision des associés peut résulter en une modification de leurs droits respectifs, la décision, pour être valablement prise, devra inclure, dans chaque catégorie, les conditions de majorité et de quorum prévues par l’article 15.5.1 des présents Statuts.

15.6. Procès-verbaux - copies ou extraits

Les procès-verbaux des décisions des assemblées générales des associés de la Société devront être établis par écrit et signés par les membres du comité de direction ainsi que par les associés qui le souhaitent.

Les copies ou extraits des procès-verbaux des décisions de l’assemblée générale pourront être certifiés par un (1) Gérant quelconque.

15.7. Participation des obligataires

Si la Société a émis des obligations, les obligataires ne seront pas convoqués ni autorisés à assister aux assemblées générales des associés.

PARTIE V. ANNÉE SOCIALE ET RÉPARTITION DES BÉNÉFICES

Article 16. Année sociale

L’année sociale de la Société commencera le premier jour du mois de décembre et s’achèvera le dernier jour du mois de novembre de l’année qui suit.

Article 17. Approbation des comptes annuels

À la fin de chaque année sociale, les comptes seront arrêtés et le Collège dressera les comptes annuels de la Société conformément à la Loi et les soumettra au(x) commissaire(s) aux comptes pour révision (le cas échéant) et à l’assemblée générale des associés pour approbation.

Tout associé ou son mandataire pourra prendre connaissance des comptes annuels au siège social de la Société conformément aux dispositions de la Loi.

Article 18. Affectation des bénéfices

Cinq pourcent (5%) des bénéfices nets annuels de la Société devront être affectés à la réserve légale, jusqu’à ce que cette réserve atteigne dix pourcent (10%) du capital social.

L’assemblée générale des associés décidera de l’affectation des bénéfices restants. Ces bénéfices pourront, totalement ou en partie, être utilisés pour apurer des pertes, le cas échéant, être alloués en réserve, être reportés sur le prochain exercice fiscal ou encore être distribués aux associés.

Article 19. Acomptes sur dividendes

Le Collège sera autorisé à accorder des acomptes sur dividendes conformément à l’Article 710-25 de la Loi.

PARTIE VI. DISSOLUTION ET LIQUIDATION

Article 20. Dissolution, liquidation

La Société ne pourra pas être dissoute pour cause de mort, de faillite, d’incapacité ou d’évènements similaires affectant un (1) ou plusieurs associés.

La Société pourra être dissoute conformément à une décision des associés, approuvée aux conditions de quorum et de majorité requis par la Loi.

En cas de dissolution de la Société, la liquidation s’effectuera par les soins d’un (1) ou de plusieurs liquidateurs (personnes physiques ou morales), nommés par l’assemblée générale des associés, qui déterminera leurs pouvoirs et leurs émoluments.

Après paiement de toutes les dettes et charges de la Société, toutes les taxes et frais de liquidation compris, l’actif net restant de la Société sera réparti équitablement entre tous les associés.

Si la Société n’a qu’un (1) associé unique, elle pourra être dissoute sans liquidation conformément aux dispositions de l’Article 710-3 de la Loi et de l’Article 1865bis, alinéa 2 et seq. du Code civil luxembourgeois.

PARTIE VII. LOI APPLICABLE - DÉFINITIONS

Article 21. Loi applicable

Toutes les matières qui ne sont pas régies par les présents Statuts seront réglées conformément à la loi applicable, ainsi que tout accord conclu entre les associés et la Société, le cas échéant, et qui pourront compléter certaines dispositions des présents Statuts.

Article 22. Définitions

Les termes ci-dessous auront la définition suivante lorsqu’ils sont utilisés dans les présentes:

Loi: la loi luxembourgeoise du 10 août 1915 sur les sociétés commerciales telle que modifiée;

Statuts: les présents statuts de la Société;

Collège: voir la définition à l’Article 8 des présents Statuts;

Président: voir la définition à l’Article 9.2.1 des présents Statuts;

Gérant(s) de Catégorie A: voir la définition à l’Article 8 des présents Statuts;

Gérant(s) de Catégorie B: voir la définition à l’Article 8 des présents Statuts;

Société: voir la définition à l’Article 1 des présents Statuts;

Gérant(s): voir la définition à l’Article 8 des présents Statuts; et

Secrétaire: voir la définition à l’Article 9.2.1 des présents Statuts.

SOUSCRIPTION - LIBERATION

Les Statuts ainsi établis, COMMONWEALTH LUXEMBOURG HOLDINGS S.A R.L., susnommée, déclare souscrire l’entièreté du capital social représenté par cent mille (100.000) parts sociales d’un pair comptable d’un Euro (EUR 1) chacune.

Toutes les parts sociales ont été entièrement libérées par versement en espèces, de sorte que la somme de cent mille Euros (EUR 100.000) est à la disposition de la Société, ce qui a été prouvé au notaire instrumentant.

FRAIS

Les frais, dépenses, rémunérations et charges, sous quelque forme que ce soit, qui incombent à la Société ou qui sont mis à sa charge à raison de sa constitution sont estimés à environ deux mille euros (EUR 2.000,-).

VERIFICATION

Le Notaire instrumentant constate expressément l’accomplissement des conditions énoncées aux articles 710-6 et 710-7 de la Loi.

DECISIONS DE L’ASSOCIE UNIQUE

La Société est administrée par les gérants suivants nommés pour une durée indéterminée:

Gérant de catégorie A :

STUART BOTTOMLEY, né le 28 Octobre 1966, à Melton Mowbray, Royaume-Uni et demeurant au Heronfield Cottage, Bakers Lane, Knowle, Solihull, West Midlands B93 OEA, Angleterre;

MICHAEL P. RYAN, né le 10 Mars 1969, à Utica, New York, Etats-Unis d’Amérique et demeurant au 50 Highridge Road, West Simsbury, CT 06092, Etats-Unis d’Amérique;

CHRISTOPHER WITZKY, né le 17 Mai 1957, à New York, Etats-Unis d’Amérique et de- meurant au 54 Sachem Drive, Glastonbury, CT 06033, Etats-Unis d’Amérique;

ALEXEI LAKOMKIN, né le 20 Janvier 1968, à Vichnevogorsk, Russie et demeurant professionnellement au 43, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg.

Gérant de catégorie B :

SEVERINE CANOVA, née le 16 Juillet 1975 à Creutzwald, France et demeurant professionnellement au 46A, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duché de Luxembourg;

JANA STRISCHEK, née le 12 Juin 1975 à Potsdam, Allemagne et demeurant professionnellement au 46A, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duché de Luxembourg;

KATALIN OROSZKI, née le 30 Septembre 1976 à Vác, Hongrie et demeurant professionnellement au 46A, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duché de Luxembourg.

Le siège social de la Société est établi 46A, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duché de Luxembourg.

DECLARATION

Le notaire soussigné, qui comprend et parle la langue anglaise, constate que les comparants ont requis de documenter le présent acte en langue anglaise, suivi d’une version française. A la requête desdits comparants, en cas de divergence entre le texte anglais et le texte français, le texte anglais fera foi.

DONT ACTE, fait et passé à Pétange, à la date figurant en tête des présentes.

Et après lecture faite et interprétation donnée au mandataire des comparants, celui-ci a signé le présent acte avec le notaire.

(signé) Muller, Kesseler

Enregistré à Esch/Alzette Actes Civils, le 20 août 2019

Relation : EAC/2019/21585

Reçu soixante-quinze euros

75,00 €

Le Receveur, (signé) ff, S. Olsem

POUR EXPEDITION CONFORME

Exhibit 3.4

Highland Holdings S.a r.l.

Societe a responsabilite limite

6, rue Jean Monnet, L-2180 Luxembourg

R.C.S. Luxembourg: B237108

STATUTS COORDONNES AU 08 octobre 2021

PART I. CORPORATE FORM AND NAME, REGISTERED OFFICE, CORPORATE PURPOSE AND TERM OF EXISTENCE

Capitalized terms not otherwise defined herein shall have the meaning indicated in Article 22 (Definitions).

Article 1. Corporate form and name

These are the articles of association for a private limited-liability company (societe a responsabilite limitee) (the "Company") incorporated under the name "Highland Holdings S.a r.l.".

The Company shall be governed by these Articles and the laws of the Grand Duchy of Luxembourg, in particular the Act.

Article 2. Registered office

The Company's registered office is located in the City of Luxembourg. Subject to the provisions of the Act, the Board is authorized to transfer the Company's registered office to another location within the Grand Duchy of Luxembourg and amend this article accordingly. The Board may resolve to establish branches or other places of business in the Grand Duchy of Luxembourg or abroad.

If the Board finds that extraordinary political, economic or social circumstances have arisen or may arise that interfere or could interfere with the Company's ability to conduct business or hinder communications within its registered office or between that office and persons abroad, the Board may transfer the registered office abroad, until the extraordinary circumstances come to an end. These temporary measures shall not affect the nationality of the Company which, notwithstanding the transfer of its registered office abroad, shall continue to be governed by the laws of the Grand Duchy of Luxembourg.

Article 3. Corporate purpose

This includes, without limitation the investment in and acquisition and disposal of any type of equity or debt instrument, including shares, founders' shares, profit shares, options, warrants and other equity instruments or rights, partnership interests, limited-liability company interests, preferred shares, securities and swaps, as well as the investment in, acquisition or disposal of, grant or issuance of loans, bonds (convertible or not), notes, preferred equity certificates, debentures, bonds or notes listed on a stock exchange, and other debt instruments, convertible or not, and any combination of the aforementioned, in each case whether freely transferable or not, as well as obligations (including, without limitation, synthetic instruments) in any type of company, entity or other (legal) person. The Company can borrow in any form.

The Company may also use its funds to invest in real estate, in intellectual property rights or any other movable or immovable assets in any form or of any kind.

The Company may also provide assistance in any form (including but not limited to the granting of advances, loans, money deposits and credits as well as the providing of pledges, guarantees, liens, mortgages and any other form of securities, in any kind of form) to the Company's subsidiaries. On a more occasional basis, the Company may provide the same kind of assistance to undertakings which are part of the same group of companies which the Company belongs to or to third parties, provided that doing so falls within the Company's best interest and does not trigger any license requirements.

In general, the Company may carry out any commercial, industrial or financial operation and engage in such other activities as the Company deems necessary, advisable, convenient, incidental to, or not inconsistent with, the accomplishment and development of the foregoing. Notwithstanding the above, the Company shall not enter into any transaction which would cause it to be engaged in any activity which would be considered as a regulated activity or that would require the Company to have any other license.

Article 4. Term of existence

The Company is incorporated for an unlimited term of existence.

PART II. SHARE CAPITAL AND SHARES

Article 5. Share capital, issue premiums and capital contributions

5.1. Share capital

The Company's share capital is set at one hundred thousand twenty Euros (EUR 100,020), represented by one hundred thousand twenty (100,020) shares, with a nominal value of one Euro (EUR 1) each, all of which are subscribed and fully paid-up.

5.2. Issue premiums and capital contributions

In addition to the share capital, an account for the issuance of premiums and/or for capital contributions (Compte 115 "Apport en capitaux propres non remunere par des titres") may be set up.

The Company may use the amounts held in this account to redeem its shares, set off net losses, make distributions to shareholders, allocate funds to the statutory reserve, make payments in relation to shares and for any other purpose permitted by law.

Article 6. Shares

6.1. Form

The Company’s shares are and shall remain in registered form.

The Company may not make a public offering of its shares.

The Company's shares shall not be represented by transferable share certificates; however, at the request of a shareholder, the Company may issue a certificate confirming the shareholder's recordation in the shareholders' register.

6.2. Shareholders' register

A shareholders' register shall be kept at the Company's registered office in accordance with the provisions of Article 710-8 of the Act. Each shareholder shall have the right to consult the register during normal business hours in accordance with the provisions of the Act.

Shareholders shall notify the Company by registered letter of any change of address. The Company shall be entitled to rely on the last notified address.

6.3. Indivisibility of shares and suspension of rights

6.4. Transfers of shares

If the Company has a sole shareholder, this shareholder may freely transfer its shares.

If the Company has several shareholders, the shares may be transferred freely amongst the shareholders.

Shares issued by the Company may be transferred to non-shareholders only in accordance with the provisions of Articles 710-12 and 710-13 of the Act, it being understood that the consent of shareholders representing three quarters (%) of the shares is required for transfers to non-shareholders, both inter vivos and mortis causa. The same rules apply to the creation or transfer of usufruct (i.e. beneficial ownership) or bare ownership rights.

Article 7. Capital increases and reductions and share redemptions

7.1. Capital increases and reductions

The Company's share capital may be increased or reduced on one or more occasions pursuant to a resolution of the general meeting of shareholders, provided the quorum and majority required to amend these Articles are met.

7.2. Share redemptions

In addition, if the Company has issued redeemable shares, the redemption of such shares must meet the requirements of Article 710-5 of the Act.

The voting rights and financial rights attached to redeemed shares shall be suspended for as long as where they are held by the Company.

The Board is authorized to cancel the redeemed shares and proceed with the relevant capital decrease, which must be recorded in a notarized instrument within one (1) month thereafter.

PART III. MANAGEMENT AND SUPERVISION

Article 8. Board

The Company shall be managed by one or more manager(s), who need not be shareholders (the "Manager(s)"). If several Managers are appointed, they shall constitute a board of Managers (the "Board").

The shareholders may decide to appoint two (2) classes of Managers, the "Class A Manager(s)" and the "Class B Manager(s)", respectively.

Article 9. Procedure and voting

9.1. Sole Manager

If the Company has a sole Manager, the Manager shall exercise the powers granted by the Act. In this case and to the extent applicable, where the term "sole Manager" is not expressly mentioned in these Articles, any reference to the "Board" shall be deemed to refer to the sole Manager. The sole Manager shall record the decisions taken in minutes.

9.2. Decision-making by the Board

9.2.1 Chairperson and secretary

The Board may appoint a chairperson (the "Chair") from amongst its members but is not obliged to do so. If there are classes of Managers, the Chair shall be appointed among the class A Managers. The Chair shall preside over all meetings of the Board. In the Chair's absence, the Board may appoint a Manager as pro tempore chair by a majority vote of the Managers present or represented at the meeting.

The Board may also appoint a secretary (the "Secretary") to keep minutes of Board meetings and general meetings of shareholders. If the Secretary is not a Manager, he or she shall be bound by the confidentiality provisions laid down in Article 10.2 of these Articles, under the Board's responsibility.

9.2.2 Calling of Board meetings

This requirement may be waived with the unanimous consent of all Managers present, or represented, at the meeting or by other written means.

A separate notice is not required for meetings held at a time and place previously approved by the Board.

9.2.3 Procedural requirements for Board meetings

Board meetings shall be held in the Grand Duchy of Luxembourg, save for exceptional circumstances which shall be agreed upon by all members of the Board.

If there are multiple classes of Managers, a Manager of a class may only be represented by a Manager of the same class.

A written resolution, signed by all Managers, is valid as if it had been adopted at a duly called Board meeting. Resolutions passed pursuant to this procedure shall be deemed adopted at the Company's registered office. The resolution can be set out either in a single document, signed by all Managers, or in separate identical documents, each signed by a Manager.

9.2.4 Quorum and majority

9.2.5 Minutes - copies and extracts

Minutes of Board meetings shall be drawn up and signed by the Chair, or, when applicable, the pro tempore chair, or by all Managers present at the meeting.

Copies of and extracts from, the minutes or resolutions shall be certified and signed by the Chair or, when applicable, the pro tempore chair, or by one (1) Manager.

Article 10. Powers, duties, liability and indemnification

10.1. Powers of the Board

The Board shall have the broadest powers to act on behalf of the Company and to perform or authorise all acts of administration or disposal necessary or useful to accomplish the Company's purpose. All powers not expressly reserved to the shareholders under the Articles or the Act can be exercised by the Board.

10.2. Confidentiality

Even after the end of their term of office, the Manager(s) shall not disclose information about the Company which could be detrimental to the Company's interests, except when disclosure is required by law or the public interest, in accordance with and subject to the provisions of Articles 710-15 and 444-6 of the Act.

10.3. Conflicts of interest

The Managers shall observe the conflicts-of-interest procedure provided for by Articles 710-15 and 441- 7 of the Act and Article 9.2.4 of these Articles.

10.4. Liability and indemnification

The Managers may not, in the performance of their tasks, be held personally liable for any commitment validly made by them in the Company's name. They may only be held liable for the performance of their duties in accordance with the applicable legal provisions.

Insofar as permitted by law, the Company shall indemnify any Manager and the latter's heirs, executors and administrators for expenses reasonably incurred in connection with any action, lawsuit or proceedings to which the Manager may be made a party by reason of being or having been a Manager of the Company, or, at the request of the Company, of any other company of which the Company is a shareholder or creditor and by which the Manager is not entitled to be indemnified, with the exception of actions, lawsuits and proceedings relating to matters for which the Manager is ultimately found liable for gross negligence or misconduct. In the event of a settlement, indemnification shall only be provided if the Company has been advised by its legal counsel that the Manager did not breach their duties. This right to indemnification is without prejudice to any other rights on which the relevant person may be entitled to rely.

Article 11. Delegation of powers

11.1. Delegation of daily management

The Board may confer its powers to conduct the Company's daily management and affairs and represent the Company in this regard to any member or members of the Board or any other person, who need not be a Manager or shareholder of the Company, acting alone or jointly, at the terms so determined by the Board. The Board may freely terminate the delegation of the daily management at any time and without cause. The liability of the person(s) responsible for the daily management shall be determined in accordance with the applicable provisions of the Act. The person(s) responsible for daily management shall comply with the conflicts-of-interest procedure provided for by Article 710-15(4) of the Act.

11.2. Other delegations of authority

The Board may also establish one or more committees and determine their composition and purpose.

Any such committees shall exercise their authority under the responsibility of the Board.

Article 12. Representation of the Company

If one or more persons have been entrusted with daily management, they shall represent the Company by means of their sole signature for all matters that fall within the scope of daily management.

Article 13. Audit

If required by Luxembourg law, supervisory oversight of the Company's operations shall be entrusted to one or more statutory auditor(s) (commissaire(s)) or to one or more independent auditor(s) (reviseur(s) d'entreprises).

PART IV. GENERAL MEETING OF SHAREHOLDERS

Article 14. Powers

The shareholders shall have the powers reserved to them by the Act and these Articles.

Any regularly constituted general meeting or any valid written resolution (as applicable) shall represent and bind all shareholders of the Company.

The shareholders shall not participate in or interfere with the Company's management.

Article 15. Decision-making procedure

15.1. Calling of meetings

The Board or the auditor(s), or any shareholders representing more than half ('A) the Company's share capital can call a general meeting or submit written resolutions to the Company's shareholders, in accordance with the provisions of the Act.

General meetings of shareholders, including the annual general meeting, can be held abroad only if so required by unforeseen circumstances or acts of force majeure, as determined by the Board.

General meetings of shareholders are called by means of a written notice sent to the shareholders at least eight (8) days in advance, specifying the date, time, place and agenda of the meeting.

If all shareholders are present or represented at a general meeting and state that they have been informed of the agenda, the general meeting may be held without a prior notice having been sent.

15.2. Form of resolutions

If the Company has a sole shareholder, that shareholder shall exercise the powers entrusted by the Act to the general meeting. In this case and to the extent applicable, if the term "sole shareholder" is not expressly mentioned in these Articles, all references to the "shareholders" and the "general meeting" shall be deemed to refer to the sole shareholder. Resolutions taken by the sole shareholder must be set out in writing.

15.3. Procedure

An attendance list indicating the name of each shareholder, the number of shares held and, if applicable, the name of the shareholders' representatives, shall be drawn up and signed by all members of the presiding committee or, as the case may be, their representatives.

Shareholders can attend general meetings of shareholders by conference call, video conference or any other similar means of instant communication enabling their identification in accordance with and subj ect to the provisions of Article 710-21 of the Act. A meeting held by such means is deemed to take place at the Company's registered office.

15.4. Voting

Each share carries one (1) vote, unless otherwise provided for by the Act. A shareholder’s voting rights are determined by the number of shares held

Shareholders may appoint in writing, by post, facsimile, email, or any other accepted means of communication a proxy holder, who need not be a shareholder, to represent them at a general meeting.

Voting arrangements may be validly entered into in accordance with and subject to the provisions of Article 710-20 of the Act.

15.5. Quorum and majority

15.5.1 Decisions amending the Articles and change of nationality

15.5.2 Decisions approving share transfers

Decisions approving a transfer of shares to a non-shareholder must be approved in accordance with the provisions of Article 6.4 of these Articles.

15.5.3 Unanimity

The commitments of shareholders may be increased only with the unanimous consent of all shareholders.

15.5.4 Other decisions

All other decisions for which no specific quorum or majority is required by these Articles or the Act must be approved by shareholders representing more than half (I/2) the share capital. If the required quorum is not met at the first general meeting, the shareholders shall be called or consulted a second time, by registered letter, and resolutions shall be adopted by a majority of the votes cast, regardless of the percentage of share capital represented.

15.5.5 Classes of shares

If there are several classes of shares and the shareholders' decision may result in a modification of their respective rights, the decision must, in order to be valid, be approved by each class of shares, with the quorum and majority stipulated in Article 15.5.1 of these Articles.

15.6. Minutes - copies and extracts

Minutes of general meetings of shareholders shall be drawn up and signed by the members of the presiding committee and any shareholders who wish to do so.

Copies of and extracts from the minutes of general meetings of shareholders may be certified by one (1) Manager.

15.7. Attendance of bondholders

If the Company has issued bonds, the bondholders are not entitled to be called to or attend general meetings of shareholders.

PART V. FINANCIAL YEAR AND ALLOCATION OF PROFITS

Article 16. Financial year

The Company's financial year starts on the first day of December of each year and ends on the last day of November of the following year.

Article 17. Approval of the annual accounts

At the end of each financial year, the accounts are closed and the Board shall draw up the Company's annual accounts in accordance with the Act and submit them to the auditor(s) for review (where applicable) and to the general meeting of shareholders for approval.

Each shareholder or its representative may inspect the annual accounts at the Company's registered office as provided by the Act.

Article 18. Allocation of profits

Five percent (5%) of the Company's net annual profits shall be allocated each year to the reserve required by the Act, until this reserve reaches ten percent (10%) of the Company's share capital.

The general meeting of shareholders shall determine how the remaining profits are to be allocated. These profits may, in whole or in part, be used to absorb existing losses, if any, set aside in a reserve, carried forward to the next financial year or distributed to the shareholders.

Article 19. Interim dividends

The Board is authorised to distribute interim dividends ("acomptes sur dividendes") in accordance with Article 710-25 of the Act.

PART VI. WINDING-UP AND LIQUIDATION

Article 20. Winding-up and liquidation

The Company shall not be wound up due to the death, bankruptcy, incapacity or similar event affecting one or more of its shareholders.

The Company may be wound up pursuant to a shareholder resolution, approved in accordance with the quorum and majority indicated in the Act.

After settling all outstanding debts and liabilities, including taxes and liquidation costs, the remaining proceeds, if any, shall be distributed amongst the shareholders.

If there is only one (1) shareholder, the Company can be wound up without liquidation in accordance with Article 710-3 of the Act and Article 1865bis(2) et seq. of the Luxembourg Civil Code.

PART VII. APPLICABLE LAW AND DEFINITIONS

Article 21. Applicable law

Article 22. Definitions

The following terms, as used in these Articles, shall have the meaning set out below:

Act: the Luxembourg law of 10 August 1915 on commercial companies, as amended from time to time; Articles: these articles of association of the Company;

Board: see the definition in Article 8 of these Articles;

Chair: see the definition in Article 9.2.1 of these Articles;

Class A Manager(s): see the definition in Article 8 of these Articles;

Class B Manager(s): see the definition in Article 8 of these Articles;

Company: see the definition in Article 1 of these Articles;

Manager(s): see the definition in Article 8 of these Articles; and Secretary: see the definition in Article 9.2.1 of these Articles.

SUIT LA TRADUCTION FRANCAISE DU TEXTE QUI PRECEDE :

PART I. FORME ET DENOMINATION SOCIALE, SIEGE SOCIAL, OBJET SOCIAL ET DUREE

Article 1. Forme, denomination sociale

Les presents constituent les statuts d'une societe a responsabilite limitee (la "Societe") dont la denomination sociale est" Highland Holdings S.a r.L".

La Societe sera regie par les presents Statuts et les lois du Grand-Duche de Luxembourg et, en particulier, la Loi.

Article 2. Siege social

Le siege social de la Societe sera etabli a Luxembourg-Ville. Le College sera autorise a transferer le siege social de la Societe au sein du Grand-Duche de Luxembourg et a modifier cet article en consequence. Le College pourra decider d’etablir des succursales ou d'autres formes d'etablissements au sein du Grand- Duche de Luxembourg ou a I'etranger.

Dans le cas ou le College estimerait que des evenements politiques, economiques ou sociaux extraordinaires sont survenus ou sur le point de survenir, et seraient de nature a compromettre le fonctionnement normal de la Societe au lieu de son siege social voire la communication avec ce siege ou entre ce siege et des personnes a I'etranger, le College pourra transferer temporairement le siege social a I'etranger, jusqu'a la cessation totale de ces evenements extraordinaires. De telles mesures temporaires n'affecteront pas la nationalite de la Societe qui, nonobstant le transfer! temporaire de son siege social a I'etranger, restera regie par les lois du Grand-Duche de Luxembourg.

Article 3. Objet social

La Societe a pour objet la prise de participations directes ou indirectes et la detention de ces participations, sous n'importe quelle forme, dans toutes entreprises luxembourgeoises ou etrangeres, ainsi que I'administration, la gestion et la mise en valeur de ces participations.

Ceci inclut sans limitation finvestissement, I'acquisition et la vente de parts representatives ou non de capital social ainsi que d'instruments de dettes, etant sans limitation, des actions, des parts sociales, des parts beneficiaires, des options, bons de souscriptions et autres droits ou instruments de capitaux, des participations dans une association, participations dans une societe a responsabilite limitee, parts preferentielles, valeurs mobilieres et swaps, ainsi que finvestissement, I'acquisition et la vente, foctroi ou remission de prets, obligations (convertibles ou non), notes, certificats de capital preferentiels, certificats de creances, obligations ou notes listees sur une place boursiere et autres instruments de dette convertibles ou non et toute combinaison de ce qui precede, qu'ils soient librement transferables ou non, ainsi que des obligations (y compris, sans limitation, des obligations relatives a des titres synthetiques) dans tout type de societes, entites ou autres personnes (morales). La Societe peut emprunter sous toutes formes.

Par ailleurs, la Societe est autorisee a avoir toute position de, et exercer les fonctions de, commandite, gerant ou administrateur dans toute societe ayant son siege social au Grand-Duche de Luxembourg qui appartient au meme groupe de societes que la Societe.

La Societe peut aussi utiliser ses fonds pour investir dans 1'immobilier, les droits de propriete intellectuelle ou dans tout autre actif mobilier ou immobilier de toute sorte ou toute forme.

La Societe peut accorder des gages, garanties, privileges, hypotheques et toute autre forme de suretes ainsi que toute forme d'indemnites, a des entites luxembourgeoises ou etrangeres, en relation avec ses propres obligations et dettes.

La Societe peut accorder toute forme d'assistance (incluant mais non limite a foctroi d'avances, prets, depots d'argent et credits ainsi que 1'octroi de gages, garanties, privileges, hypotheques et toute autre forme de suretes, de toute sorte et forme) aux filiales de la Societe. De maniere plus occasionnelle, la Societe peut accorder le meme type d'assistance aux societes qui font partie du meme groupe de societes que la Societe ou a des tiers, sous condition que cela tombe dans 1'interet social et sans engendrer une obligation d'une autorisation specifique.

D'une maniere generale, la Societe peut effectuer toute operation commerciale, industrielle ou fmanciere et s'engager dans toute autre activite qu'elle jugera necessaire, conseillee, appropriee, incidente a ou non contradictoire avec I'accomplissement et le developpement de ce qui precede. Nonobstant ce qui precede, la Societe ne s'engagera dans aucune transaction qui entrainerait son engagement dans une quelconque activite qui serait consideree comme une activite reglementee ou qui requerrait de la Societe la possession de toute autre autorisation specifique.

Article 4. Duree

La Societe est constituee pour une duree indeterminee.

PARTIE II. CAPITAL SOCIAL ET PARTS SOCIALES

Article 5. Capital social - prime d'emission et apports en capital

5.1. Capital social

Le capital social est fixe a cent mille vingt Euros (EUR 100.020) represente par cent mille vingt (100.020) parts sociales d'une valeur nominale d’un Euro (EUR 1) chacune, toutes entierement souscrites et liberees.

5.2. Prime d'emission et apports en capital

En plus du capital social, un compte de prime d'emission et/ou un compte d'apport en capital (compte 115 "Apport en capitaux propres non remunere par des litres") peut etre etabli.

Les avoirs de ce compte de prime d'emission et/ou du compte d'apport en capital peuvent etre utilises par la Societe afin de racheter ses propres parts sociales, compenser des pertes nettes, effectuer des distributions aux associes, affecter les fonds a la reserve statutaire, effectuer des paiements relatifs aux parts sociales ainsi que toutes autres utilisations permises par la loi.

Article 6. Parts sociales

6.1. Forme

Chaque part sociale sera et restera sous forme nominative.

La Societe ne pourra pas emettre des parts sociales par le biais d'une offre au public. Les parts sociales ne pourront pas etre representees par des certificats de parts sociales negociables; cependant, a la demande d'un associe, la Societe pourra emettre des certificats confirmant I'inscription du detenteur conceme au registre des associes.

6.2. Registre des associes

Un registre des associes sera tenu au siege social de la Societe, conformement aux dispositions de 1'Article 710-8 de la Loi. Chaque associe aura le droit de consulter le registre pendant les heures ouvrables normales conformement aux dispositions de la Loi.

Les associes devront notifier la Societe par voie de lettre recommandee tout changement d'adresse. La Societe sera fondee a se fier a la demiere adresse qui lui aura ete notifiee.

6.3. Indivision - suspension des droits

Chaque part sociale sera indivisible a 1'egard de la Societe. Dans le cas on une part sociale est detenue par plus d'une personne, la Societe aura le droit de suspendre les droits attaches a ladite part sociale (sauf pour les droits d'information prevus a I'Article 461-6 de la Loi) jusqu'a ce qu'une seule personne soit designee comme en etant le detenteur a 1'egard de la Societe.

6.4. Transfert de parts sociales

Lorsque la Societe est composee d'un associe unique, ce dernier pourra librement transmettre ses parts.

Lorsque la Societe a plusieurs associes, les parts sociales seront librement cessibles entre les associes.

Les parts sociales emises par la Societe ne pourront etre cedees a des non-associes qu'en conformite avec les dispositions des Articles 710-12 et 710-13 de la Loi, etant precise que le consentement des associes representant les trois-quarts (³A) des parts sociales est requis pour toute cession de parts sociales a des non-associes et ce pour qu'il s'agisse d'une cession entre vifs ou pour cause de deces. Les memes regies s'appliqueront a la creation d'usufruit ou cession d'usufruit ou de nue-propriete.

En cas de cession de parts sociales entre vifs a des non-associes et, dans le cas oil le consentement des associes tel qu'indique ci-dessus n'a pas ete obtenu, les associes restant auront le droit d'acquerir les parts sociales ou de faire acquerir lesdites parts sociales aupres de 1'associe cedant sauf si ce dernier renonce a la cession des parts sociales, le tout conformement aux conditions prevues par I'Article 710-12 de la Loi. La Societe pent egalement decider, avec le consentement de 1'associe cedant, de reduire le capital social et de racheter les parts sociales de 1'associe cedant conformement aux conditions prevues a I'Article 710- 12 de la Loi. Dans les deux cas, le prix des parts sociales cedees sera determine par le College. Le College peut, a sa seule discretion, decider de recourir aux services d'un conseiller exterieur ou d'experts externes pour 1'assister dans cette finalite. Au cas ou les parts sociales n'auraient pas ete acquises ou rachetees conformement aux dispositions mentionnees ci-dessus, 1'associe cedant pourra proceder a la cession initialement prevue aux non- associes.

Article 7. Augmentations, reductions et rachats de capital social

7.1. Augmentation et reduction de capital

Le capital social de la Societe pourra etre augmente ou reduit, en une ou en plusieurs fois, par une resolution de 1'assemblee generale des associes, sous reserve que les conditions de quorum et de majorite requises pour toute modification des Statuts soient respectees.

7.2. Rachat de parts sociales

La Societe pourra racheter ses propres parts sociales avec le consentement des associes concemes. Le rachat de parts sociales ne pourra avoir pour effet que la valeur nominale ou le pair comptable agrege des parts detenues par les associes (autre que la Societe) devienne inferieur a douze mille euros (12.000 EUR), ou 1'equivalent de ce montant dans une autre devise.

De surcroit, dans le cas ou la Societe a emis des parts sociales rachetables, le rachat de ces parts sociales devra etre conforme aux dispositions de 1'Article 710-5 de la Loi.

Les droits de vote et les droits financiers attaches aux actions rachetees seront suspendus pendant la periode ou elles sont detenues par la Societe.

Le College est autorise a annuler les parts sociales ainsi rachetees et a proceder a la reduction de capital correlative, ce qui devra etre constate par acte notarie dans le mois suivant I'annulation et la reduction.

PARTIE III. GERANCE ET REVISION DES COMPTES

Article 8. College de gerance

La Societe sera geree par un ou plusieurs gerants, lesquels ne devront pas necessairement etre des associes (le(s) "Gerant(s)"). Si plusieurs gerants sont nommes, ils constitueront un college de gerance (le "College").

Le ou les Gerants devront etre nomme(s) par les associes qui determineront leur nombre, leur remuneration et la duree de leur mandat. Dans le cas ou aucune duree n'a ete determinee par la decision des associes concemes, les gerants concernes seront nommes pour une duree indeterminee. Le ou les Gerants pourront etre reelu(s) a la fm de leur mandat et revoque(s) de leurs fonctions a tout moment, sans motif, a la suite d'une resolution de 1'assemblee generale des associes.

Les associes pourront decider de nommer deux (2) categories de Gerants, respectivement le(s) "Gerant(s) de Categoric A" et le(s) "Gerant(s) de Categoric B".

Article 9. Procedure, votes

9.1. Gerant unique

Si la Societe est composee d'un Gerant unique, ce dernier exercera les pouvoirs octroyes par la Loi au College. Dans ce cas, et dans la mesure du possible, lorsque le terme "Gerant unique" n'est pas expressement mentionne dans les Statuts, toute reference au "College" devra etre comprise comme une reference au Gerant unique. Le Gerant unique pourra enregistrer ses resolutions sous forme de proces- verbaux.

9.2. Procedure de decision du College

9.2.1 President et secretaire

Le College pourra nommer un president (le "President") parmi ses membres mais n'y sera pas oblige. Si des categories de Gerants ont ete creees, le President sera nomme parmi les Gerants de Categoric A. Si un President a ete nomme, il presidera toutes les reunions du College. En 1'absence du President, le College pourra nommer tout Gerants en tant que President pro tempore par vote majoritaire des Gerants presents ou representes a la reunion.

Le College pourra egalement nommer un secretaire (le "Secretaire") pour dresser les proces-verbaux des reunions du College et de 1'assemblee generale des associes. Si le Secretaire n'est pas un Gerant, cette personne devra observer, sous la responsabilite du College, les regies de confidentialite prevues a 1'article

10.2 des presents Statuts.

9.2.2 Convocation du College

Le College se reunira sur convocation de tout Gerant ou par suite d'une convocation adressee par le President, le cas echeant. Sauf en cas d'urgence ou avec 1'accord prealable de toutes les personnes autorisees a participer a la reunion, un avis ecrit de toute reunion du College sera donne a tous les Gerants avec un preavis d'au moins vingt-quatre (24) heures ou d'un preavis d'au moins six (6) heures dans des situations exceptionnelles et urgentes, a condition tout de meme que la reunion ait lieu pendant les heures ouvrables normales a Luxembourg. La convocation indiquera le lieu, la date, 1'heure ainsi que 1'ordre du jour de la reunion.

II pourra etre renonce a cette convocation avec 1'accord unanime de tous les Gerants presents ou representes, lequel devra etre donne a la reunion ou par tout autre moyen par ecrit.

Une convocation separee ne sera pas requise pour les reunions se tenant a une date et a un endroit prealablement approuves par le College.

9.2.3 Tenue des reunions du College

Les reunions du College se tiendront au Grand-Duche de Luxembourg, sauf en cas de circonstances exceptionnelles qui devraient etre acceptees par tous les membres du College.

Tout Gerant pourra designer par ecrit un autre Gerant pour se faire representer aux reunions du College. Un Gerant pourra representer plus d'un Gerant lors d'une reunion du College pour antant qu'il y ait touj ours deux (2) Gerants presents en personne ou par conference telephonique, videoconference ou tout autre moyen similaire de communication.

Si des categories de Gerants ont ete creees, un Gerant d'une categorie ne peut etre represente que par un Gerant de cette meme categorie.

Tout Gerant pourra participer a une reunion du College par conference telephonique, videoconference ou tout autre moyen similaire de telecommunication permettant a plusieurs personnes de communiquer simultanement entre elles, ou tout autre moyen de communication permettant une identification de ces personnes. Ces methodes de participation seront considerees comme equivalentes a la presence physique de la personne a la reunion et toute reunion tenue par ces moyens sera reputee avoir eu lieu au siege social de la Societe.

Une resolution ecrite signee par tous les Gerants sera valable de la meme maniere que si elle avait ete adoptee a une reunion du College dument convoquee et tenue. Les resolutions adoptees selon cette procedure seront reputees avoir ete adoptees au siege social de la Societe. Ces resolutions pourront etre actees soit dans un document unique, signe par tous les Gerants ou dans des documents distincts identiques, chacun signe par un Gerant.

9.2.4 Quorum et majorite

Le quorum requis pour les reunions du College sera atteint par la presence ou la representation d'au moins deux Gerants actuellement en fonction et, si des categories de Gerants ont ete creees, par la presence ou representation d'au moins un (1) Gerant de chaque categorie.

Les decisions seront prises a la majorite des votes des Gerants presents ou representes a la reunion, et, si des categories de Gerants ont ete creees, les decisions devront etre approuvees par au moins un (1) Gerant de chaque categorie. En cas de parite des voix, le President, ou le cas echeant, le President pro tempore, pour autant que ces postes aient ete pourvus, qui sera a tout instant un Gerant de Categorie A, aura une voix preponderante.

Dans le cas ou le quorum et la majorite mentionnes ci-dessus ne pourront etre atteints en raison de conflits d'interets d'un (1) ou plusieurs Gerants avec la decision devant etre prise par le College, la decision devra etre adoptee a la majorite simple par les membres du College qui n'ont pas de conflit et peuvent voter, sauf s'ils decident que cette decision sera deferee a I'approbation du ou des associes.

9.2.5 Proccs-verbaux - copies ou extraits

Les proces-verbaux de la reunion du College devront etre etablis par ecrit et signes par le President, ou le president pro tempore, le cas echeant, ou par tous les Gerants presents a la reunion.

Les copies ou les extraits des proces-verbaux ou les resolutions devront etre certifies par le President, s'il en a ete nomme un, ou, le cas echeant, le president pro tempore, ou par un (1) Gerant quelconque.

Article 10. Pouvoirs - devoirs - responsabilite - indemnisation

10.1. Pouvoirs du College

Le College sera investi des pouvoirs les plus etendus pour agir au nom de la Societe et pour accomplir ou autoriser tous les actes d'administration ou de disposition qui seront necessaires ou utiles pour la realisation de 1'objet social de la Societe. Tous les pouvoirs qui ne sont pas expressement reserves par la Loi ou par les presents Statuts aux associes pourront etre exerces par le College.

10.2. Confldentialite

Meme apres le terme de leur mandat, le ou les Gerant(s) resteront tenus de ne pas reveler les informations relatives a la Societe qui pourraient contrevenir aux interets de cette demiere, sauf si la revelation de ces informations est requise par la loi ou 1'interet public, conformement a et sous reserve des dispositions des Articles 710-15 et 444-6 de la Loi.

10.3. Conflits d'interets

Les Gerants devront observer la procedure applicable aux conflits d'interets telle que prevue aux Articles 710-15 et 441-7 de la Loi et a I'article 9.2.4 des presents Statuts.

Pour eviter toute equivoque et dans la limite permise par la Loi, aucun contrat ou transaction entre la Societe et une autre partie ne sera affecte ou invalide par le simple fait qu'un ou plusieurs Gerants, associes, membres, dirigeants ou salaries de la Societe auraient un interet personnel dans ledit contrat ou ladite transaction, ou s'il est un representant dument autorise de 1'autre partie concemee. Sauf dispositions contraires des presents Statuts, tout Gerant ou dirigeant qui agit en tant qu'administrateur, gerant, associe, actionnaire, dirigeant ou salarie pour le compte d'une autre societe ou fume avec laquelle la Societe contractera ou entrera autrement en relations d'affaires, ne sera pas, pour ce seul motif, automatiquement empeche de prendre part aux deliberations et de voter ou d'agir en ce qui conceme toutes operations relatives a un tel contrat ou transaction.

10.4. Responsabilite - indemnisation

Les Gerants, dans le cadre de leur mandat, ne seront pas personnellement responsables pour tout engagement valablement pris par eux pour le compte de la Societe. Ils ne peuvent etre tenus responsables que pour 1'exercice de leurs fonctions conformement aux dispositions legales applicables.

Dans les limites permises par la loi, la Societe devra indemniser tout Gerant ainsi que les heritiers, les executeurs et administrateurs testamentaire de ce dernier, des depenses raisonnables faites en relation avec toute action, proces ou procedure a laquelle le Gerant aurait pu etre partie en raison de sa fonction passee ou actuelle de Gerant ou, a la demande de la Societe, de toute autre societe dans laquelle la Societe est associee ou creanciere et pour laquelle le Gerant ne serait pas autorise a etre indemnise, excepte pour toute action, proces ou procedure en relation avec des affaires pour lesquelles le Gerant serait finalement declare responsable pour faute grave ou faute lourde. En cas de reglement amiable d'un conflit, des indemnites pourront etre accordees uniquement dans les matieres en relation avec lesquelles la Societe a ete conseillee par son conseiller juridique, que le Gerant n'a pas viole ses obligations. Ce droit a indemnite n'est pas exclusif d'autres droits que la personne concemee pourra revcndique.

Article 11. Delegation de pouvoirs

11.1. Delegation de la gestion journaliere

Le College pourra deleguer ses pouvoirs pour conduire la gestion journaliere et les affaires de la Societe ainsi que la representation de la Societe a un ou plusieurs membres du College ou a une ou plusieurs autres personnes qui ne seront pas necessairement des Gerants ou des associes de la Societe, lesquelles pourront agir individuellement ou conjointement, selon les conditions et les pouvoirs determines par le College. Le College pourra mettre un terme librement, a tout moment et sans justification, a la delegation de pouvoirs du ou des delegues a la gestion journaliere. La responsabilite du(des) delegue(s) a la gestion journaliere sera determinee conformement aux dispositions de la Loi. La ou les personnes deleguees a la gestion journaliere devront se conformer a la procedure des conflits d'interet de 1'Article 710- 15 (4) de la Loi.

Lorsque la Societe est geree par un College, la delegation de la gestion journaliere a un membre du College entrainera 1'obligation pour le College de faire rapport chaque annee a I'assemblee generale des associes sur le salaire, les frais et autres avantages octroyes au Gerant dans le cadre de ladite delegation.

11.2. Autres delegations

Le College pourra conferer certains pouvoirs et/ou mandats speciaux a un ou plusieurs membres du College ou a une ou plusieurs autres personnes qui ne seront pas necessairement des Gerants ou des associes de la Societe, lesquelles pourront agir individuellement ou conjointement, selon les conditions et les pouvoirs determines par le Gerant ou, le cas echeant, le College.

Le College pourra aussi nommer un ou plusieurs comites et determiner leur composition et leur objet. Ce ou ces comites exerceront leurs prerogatives sous la responsabilite du College.

Article 12. Representation de la Societe

En cas de nomination d'un Gerant unique, la Societe sera engagee a 1'egard des tiers par la signature individuelle de ce Gerant, ainsi que par les signatures conjointes ou la signature individuelle de toute(s) personne(s) a laquelle ou auxquelles le Gerant aura delegue un tel pouvoir de signature, et ce dans les limites d’un tel pouvoir.

Lorsque la Societe est geree par un College et sous reserve de ce qui suit, la Societe sera engagee vis-a- vis des tiers par les signatures conjointes de deux (2) Gerants quelconques ainsi que par la signature individuelle ou conjointe de toute(s) personne(s) a laquelle ou auxquelles le College aura delegue un tel pouvoir de signature, et ce dans les limites d'un tel pouvoir.

Si les associes ont nomme une ou plusieurs categories de Gerants, la Societe sera engagee vis-a-vis des tiers par la signature conjointe d'un (1) Gerant de chaque categoric ainsi que par la seule signature ou par la signature conjointe de toute(s) personne(s) a qui le College, ou un Gerant de chaque categoric, aura delegue un tel pouvoir de signature, et ce dans les limites d'un tel pouvoir.

Si un (1) ou plusieurs delegues a la gestion journaliere ont ete nomme(s), ce(s) delegue(s) pourront representer la Societe par sa/leur signature individuelle(s) et ce dans les limites de la gestion journaliere.

Article 13. Revision des comptes

Dans tous les cas prevus par le droit luxembourgeois, la surveillance des operations de la Societe sera confiee a un (1) ou plusieurs commissaires aux comptes ou, dans la mesure ou cela est prevu par la loi luxembourgeoise ou decide optionnellement par les associes, a un (1) ou plusieurs reviseurs d'entreprises independants agrees.

Le(s) commissaire(s) aux comptes ou, le cas echeant, le(s) reviseur(s) d'entreprises agree(s), sera/seront nomme(s) par les associes, qui determineront leur nombre, leur remuneration et la duree de son/leur mandat. Si aucun terme n'a ete prevu dans la decision y relative de 1'associe concemee, le(s) commissaire(s) aux comptes ou, le cas echeant, le(s) reviseur(s) d'entreprises sera(ont) nomme(s) pour une duree limitee d'un (1) an. Leur mandat pourra etre renouvele a leur terme et ils pourront etre revoques de leurs fonctions a tout moment, avec ou sans motif, sur simple decision des associes, sous reserve des dispositions legales applicables.

PARTIE IV. ASSEMBLER GENERALE DES ASSOCIES

Article 14. Pouvoirs

Les associes disposeront de tous les pouvoirs qui leurs sont conferes par la Loi et les presents Statuts.

Toute assemblee generale regulierement constitute ou toute resolution valable ecrite, le cas echeant, sera censee representer et lier la totalite des associes de la Societe.

Les associes ne pourront ni participer a, ni interferer dans la gestion de la Societe.

Article 15. Procedure pour les decisions des associes

15.1. Convocation

Le College ou le(s) commissaire(s) aux comptes, le cas echeant, ainsi que les associes qui detiendront plus de la moitie ('A) du capital social de la Societe pourront convoquer une assemblee generale des associes ou soumettre des resolutions ecrites aux associes de la Societe, conformement aux dispositions de la Loi.

Les assemblies generales des associes, y compris 1'assemblee generale annuelle, ne pourront se tenir a 1'etranger que si elles sont requises par des circonstances imprevues ou des cas de force majeure, tel que determine par le College.

Lorsqu'une assemblee generale des associes devra etre convoquee, une convocation ecrite devra etre envoyee aux associes au moins huit (8) jours avant I'assemblee generale et devra preciser la date, I'heure, I'endroit et 1'ordre du jour de cette derniere. Si tous les associes sont presents ou representes a I'assemblee generale des associes et declarent avoir eu connaissance de 1'ordre du jour de I'assemblee, I'assemblee pourra etre tenue sans convocation prealable.

15.2. Forme des resolutions

Si la Societe possede un associe unique, ce dernier exercera les pouvoirs qui sont confies par la Loi a I'assemblee generale. Dans ce cas, et dans la mesure du possible, lorsque le terme "associe unique" n'est pas expressement mentionne dans les presents Statuts, toute reference aux "associes" ou a "I’assemblee generale" utilisee dans les presents Statuts devra etre comprise comme une reference a fassocie unique". Les resolutions de fassocie unique devront etre prises par ecrit.

Si la Societe compte moins de soixante (60) associes, a 1'exception des assemblees generales modifiant les Statuts, les assemblees generales des associes ne seront pas obligatoires et les associes pourront voter sur des resolutions proposees par ecrit (avec toutefois la meme majorite que cedes requise pour les assemblees generales).

Lorsque les associes seront consultes par ecrit, ils devront exprimer leur vote par resolutions circulaires signees. Les signatures des associes pourront apparaitre sur un seul document ou sur plusieurs copies d'une resolution identique. Leur signature pourra etre prouvee par un original ou par une copie delivree par telecopie ou par mail.

15.3. Procedure

Le president de I'assemblee generale des associes ou, en son absence, toute autre personne nommee par I'assemblee generale des associes devra presider I'assemblee generale. Le president de I'assemblee generale des associes nommera un secretaire. L'assemblee generale des associes nommera un ou plusieurs scrutateurs. Le president de I'assemblee generale des associes, le secretaire et le ou les scrutateur(s) formeront ensemble le comite de direction de 1'assemble generale.

Une liste de presence indiquant le nom de chaque associe, le nombre de parts sociales detenues et, si applicable, le nom du representant de fassocie, sera etablie et signee par le bureau de I'assemblee generale des associes ou, le cas echeant, leurs representants.

Les associes pourront participer aux assemblees generales des associes par conference telephonique, videoconference ou tout autre moyen similaire de telecommunication permettant leur identification conformement a et sous reserve des dispositions de f Article 710-21 de la Loi. Une assemblee tenue par ces moyens sera reputee avoir lieu au siege social de la Societe.

De surcroit, les associes pourront egalement voter a I'assemblee generale des associes par des formulaires de vote. Les formulaires de vote devront contenir les points de 1'ordre du jour de I'assemblee et 1'indication du vote de 1'associe concerne pour chaque point figurant a 1'ordre du jour (pour, centre, abstention). Afin de les prendre en compte pour la determination du quorum, les formulaires de vote devront etre recus par la Societe au plus tard une (1) heure avant 1'heure a laquelle I'assemblee aura ete convoquee.

15.4. Vote

Une (1) voix sera attachee a chaque part sociale, sauf disposition contraire de la Loi. Chaque associe disposera de droits de vote proportionnels au nombre de parts sociales detenues.

Un associe pourra designer un mandataire par ecrit, que ce soit par le biais d'un original ou d'une copie delivre par telecopie ou mail, pour le representer a I'assemblee generate, etant entendu que ce mandataire ne sera pas necessairement un associe.

Sans prejudice a ces Statuts et a la Loi, le College pourra suspendre les droits de vote de 1'associe qui restera en defaut de remplir les obligations qui lui incombent en vertu des Statuts, de son acte de souscription ou d’engagement.

II est permis a tout associe, a titre personnel, de s'engager a ne pas exercer temporairement ou definitivement tout ou partie de ses droits de vote. Une telle renonciation lie I'actionnaire et s'impose a la societe des sa notification a cette demiere.

Les conventions de vote seront valables conformement a et sous reserve des dispositions de 1'Article 710- 20 de la Loi.

15.5. Quorum et majorite

15.5.1 Decisions modifiant les Statuts et changement de nationality

Sauf disposition contraire des presents Statuts ou de la Loi, toute modification des Statuts, y compris tout changement de nationalite, devra etre approuve par les associes representant au moins les trois quarts (%) du capital social de la Societe.

15.5.2 Decisions en cas de cessions de parts sociales

Les decisions approuvant toute cession de parts sociales a des non-associes devront etre adoptees conformement aux dispositions de 1'article 6.4. des presents Statuts.

15.5.3 Consentement unanime

Les engagements des associes ne pourront etre augmentes qu'avec leur consentement unanime.

15.5.4 Autres decisions

Toutes autres decisions pour lesquelles un quorum ou une majorite specifique ne sont pas prevues par les presents Statuts ou par la Loi, seront adoptees par les associes representant plus de la moitie (‘A) du capital social de la Societe. Dans le cas ou un tel quorum n'est pas atteint a la premiere assemblee, les associes devront etre convoques ou consultes une seconde fois, par lettre recommandee, et les decisions devront etre adoptees par une majorite de votes emis, quel que soit le pourcentage du capital represente.

15.5.5 Categories de parts sociales

Dans le cas ou plusieurs categories de parts sociales existent et ou la decision des associes peut resulter en une modification de leurs droits respectifs, la decision, pour etre valablement prise, devra inclure, dans chaque categoric, les conditions de majorite et de quorum prevues par 1'article 15.5.1 des presents Statuts.

15.6. Proces-verbaux - copies ou extraits

Les proces-verbaux des decisions des assemblies generales des associes de la Societe devront etre etablis par ecrit et signes par les membres du comite de direction ainsi que par les associes qui le souhaitent.

Les copies ou extraits des proces-verbaux des decisions de I'assemblee generale pourront etre certifies par un (1) Gerant quelconque.

15.7. Participation des obligataires

Si la Societe a emis des obligations, les obligataires ne seront pas convoques ni autorises a assister aux assemblies ginirales des associis.

PARTIE V. ANNEE SOCIALE ET REPARTITION DES BENEFICES

Article 16. Annie sociale

L'annie sociale de la Sociiti commencera le premier jour du mois de dicembre et s'achevera le dernier jour du mois de novembre de l'annie qui suit.

Article 17. Approbation des comptes annuels

A la fin de chaque annie sociale, les comptes seront arretis et le College dressera les comptes annuels de la Sociiti conformiment a la Loi et les soumettra au(x) commissaire(s) aux comptes pour rivision (le cas ichiant) et a I'assemblie ginirale des associis pour approbation.

Tout associi ou son mandataire pourra prendre connaissance des comptes annuels au siege social de la Sociiti conformiment aux dispositions de la Loi.

Article 18. Affectation des benefices

Cinq pourcent (5%) des binifices nets annuels de la Sociiti devront etre affectis a la riserve ligale, jusqu'a ce que cette riserve atteigne dix pourcent (10%) du capital social.

L'assemblie ginirale des associis dicidera de 1'affectation des binifices restants. Ces binifices pourront, totalement ou en partie, etre utilisis pour apurer des pertes, le cas ichiant, etre allouis en riserve, etre reportis sur le prochain exercice fiscal ou encore etre distribuis aux associis.

Article 19. Acomptes sur dividendes

Le College sera autorisi a accorder des acomptes sur dividendes conformiment a 1'Article 710-25 de la Loi.

PARTIE VI. DISSOLUTION ET LIQUIDATION

Article 20. Dissolution, liquidation

La Sociiti ne pourra pas etre dissoute pour cause de mort, de faillite, d'incapaciti ou d'ivenements similaires affectant un (1) ou plusieurs associis.

La Sociiti pourra etre dissoute conformiment a une dicision des associis, approuvie aux conditions de quorum et de majoriti requis par la Loi.

En cas de dissolution de la Sociiti, la liquidation s'effectuera par les soins d'un (1) ou de plusieurs liquidateurs (personnes physiques ou morales), nommis par l'assemblie ginirale des associis, qui diterminera leurs pouvoirs et leurs imoluments.

Apres paiement de toutes les dettes et charges de la Sociiti, toutes les taxes et frais de liquidation compris, I'actif net restant de la Sociiti sera riparti iquitablement entre tous les associis.

Si la Sociiti n'a qu'un (1) associi unique, elle pourra etre dissoute sans liquidation conformiment aux dispositions de I'Article 710-3 de la Loi et de 1'Article 1865bis, alinia 2 et seq. du Code civil luxembourgeois.

PARTIE VII. LOI APPLICABLE - DEFINITIONS

Article 21. Loi applicable

Toutes les matieres qui ne sont pas regies par les presents Statuts seront reglees conformement a la loi applicable, ainsi que tout accord conclu entre les associes et la Societe, le cas echeant, et qui pourront completer certaines dispositions des presents Statuts.

Article 22. Definitions

Les termes ci-dessous auront la definition suivante lorsqu'ils sont utilises dans les presentes:

Loi: la loi luxembourgeoise du 10 aout 1915 sur les societes commerciales telle que modifiee;

Statuts: les presents statuts de la Societe;

College: voir la definition a 1'Article 8 des presents Statuts;

President: voir la definition a 1'Article 9.2.1 des presents Statuts;

Gerant(s) de Categoric A: voir la definition a I'Article 8 des presents Statuts;

Gerant(s) de Categoric B: voir la definition a FArticle 8 des presents Statuts;

Societe: voir la definition a I'Article 1 des presents Statuts;

Gerant(s): voir la definition a I'Article 8 des presents Statuts; et

Secretaire: voir la definition a I'Article 9.2.1 des presents Statuts.

POUR STATUTS CONFORMES AU 08 OCTOBRE 2021.

Exhibit 4.2

HIGHLAND HOLDINGS S.À R.L., as the Company

OTIS WORLDWIDE CORPORATION, as the Guarantor

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Trustee

Form of Indenture

Dated as of [ ], 2021

HIGHLAND HOLDINGS S.À R.L.

Reconciliation and tie between Trust Indenture Act
of 1939, as amended, and Indenture, dated as of [ ]

Trust Indenture

Act Section		Indenture Section

§310	(a)(1)	609
	(a)(2)	609
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	608
	(b)	608, 610
§311	(a)	613
	(b)	613
§312	(a)	701, 702(a)
	(b)	702
	(c)	702
§313	(a)	703(a)
	(b)	703(a)
	(c)	703(a)
	(d)	703(b)
§314	(a)	704(a), 1004
	(b)	Not Applicable
	(c)(1)	102
	(c)(2)	102
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	102
§315	(a)	601(a)
	(b)	602
	(c)	601(b)
	(d)	601(c)
	(d)(1)	601(a)(1)
	(d)(2)	601(c)(2)
	(d)(3)	601(c)(3)
	(e)	514
§316	(a)(1)(A)	502, 512
	(a)(1)(B)	513
	(a)(2)	Not Applicable
	(b)	508
	(c)	104(d)
§317	(a)(1)	503
	(a)(2)	504
	(b)	1003
§318	(a)	107

Note:

This reconciliation and tie will not, for any purpose, be deemed to be a part of this Indenture.

TABLE OF CONTENTS

Page

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101. Definitions	1
SECTION 102. Compliance Certificates and Opinions	13
SECTION 103. Form of Documents Delivered to Trustee	14
SECTION 104. Acts of Holders	15
SECTION 105. Notices, Etc. to Trustee, the Company and the Guarantor	16
SECTION 106. Notice to Holders; Waiver	16
SECTION 107. Conflict with Trust Indenture Act	17
SECTION 108. Effect of Headings and Table of Contents	17
SECTION 109. Successors and Assigns	17
SECTION 110. Separability Clause	17
SECTION 111. Benefits of Indenture	17
SECTION 112. Governing Law	17
SECTION 113. Legal Holidays	18
SECTION 114. Immunity of Incorporators, Stockholders, Officers, Directors and Others	18
SECTION 115. Counterparts	18
SECTION 116. Submission to Jurisdiction	18
SECTION 117. Waiver of Jury Trial	19
ARTICLE TWO SECURITY FORMS
SECTION 201. Forms Generally	19
SECTION 202. Form of Trustee’s Certificate of Authentication	20
SECTION 203. Securities Issuable in Global Form	20
ARTICLE THREE THE SECURITIES
SECTION 301. Amount Unlimited; Issuable in Series	20
SECTION 302. Denominations	24
SECTION 303. Execution, Authentication, Delivery and Dating	24
SECTION 304. Temporary Securities	26
SECTION 305. Registration, Registration of Transfer and Exchange	27
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities	28
SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset	29
SECTION 308. Optional Extension of Maturity	31

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SECTION 309. Persons Deemed Owners	32
SECTION 310. Cancellation	33
SECTION 311. Computation of Interest	33
SECTION 312. Currency and Manner of Payments in Respect of Securities	33
SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent	36
SECTION 314. CUSIP Numbers	37
ARTICLE FOUR SATISFACTION AND DISCHARGE
SECTION 401. Satisfaction and Discharge of Indenture	37
SECTION 402. Application of Trust Money	39
ARTICLE FIVE REMEDIES
SECTION 501. Events of Default	39
SECTION 502. Acceleration of Maturity; Rescission and Annulment	41
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee	42
SECTION 504. Trustee May File Proofs of Claim	43
SECTION 505. Trustee May Enforce Claims Without Possession of Securities	43
SECTION 506. Application of Money Collected	43
SECTION 507. Limitation on Suits	44
SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest	45
SECTION 509. Restoration of Rights and Remedies	45
SECTION 510. Rights and Remedies Cumulative	45
SECTION 511. Delay or Omission Not Waiver	45
SECTION 512. Control by Holders	46
SECTION 513. Waiver of Past Defaults	46
SECTION 514. Undertaking for Costs	46
SECTION 515. Waiver of Stay or Extension Laws	47
ARTICLE SIX THE TRUSTEE
SECTION 601. Certain Duties and Responsibilities	47
SECTION 602. Notice of Defaults	48
SECTION 603. Certain Rights of Trustee	48
SECTION 604. Trustee Not Responsible for Recitals or Issuance of Securities	50
SECTION 605. May Hold Securities	50
SECTION 606. Money Held in Trust	50
SECTION 607. Compensation and Reimbursement	50
SECTION 608. Disqualification; Conflicting Interests	51

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SECTION 609. Corporate Trustee Required; Eligibility	51
SECTION 610. Resignation and Removal; Appointment of Successor	51
SECTION 611. Acceptance of Appointment by Successor	53
SECTION 612. Merger, Conversion, Consolidation or Succession to Business	54
SECTION 613. Preferential Collection of Claims Against Company	54
SECTION 614. Appointment of Authenticating Agent	54
ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701. Company to Furnish Trustee Names and Addresses of Holders	56
SECTION 702. Preservation of Information; Communications to Holders	56
SECTION 703. Reports by Trustee	56
SECTION 704. Reports by the Guarantor	57
ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801. Company May Consolidate, Etc., Only on Certain Terms	57
SECTION 802. Successor Person Substituted	58
ARTICLE NINE SUPPLEMENTAL INDENTURES
SECTION 901. Supplemental Indentures Without Consent of Holders	59
SECTION 902. Supplemental Indentures with Consent of Holders	60
SECTION 903. Execution of Supplemental Indentures	61
SECTION 904. Effect of Supplemental Indentures	61
SECTION 905. Conformity with Trust Indenture Act	62
SECTION 906. Reference in Securities to Supplemental Indentures	62
SECTION 907. Waiver of Compliance by Holders	62
ARTICLE TEN COVENANTS
SECTION 1001. Payment of Principal, Premium and Interest	62
SECTION 1002. Maintenance of Office or Agency	62
SECTION 1003. Money for Securities Payments to Be Held in Trust	63
SECTION 1004. Statement as to Compliance	64
SECTION 1005. Existence	64
SECTION 1006. Limitation upon Liens	65
SECTION 1007. Limitations upon Sales and Leasebacks	68
SECTION 1008. Waiver of Certain Covenants	69
SECTION 1009. Offer to Purchase Upon Change of Control Triggering Event	69
SECTION 1010. Foreign Account Tax Compliance Act (FATCA)	71

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ARTICLE ELEVEN REDEMPTION OF SECURITIES
SECTION 1101. Applicability of Article	71
SECTION 1102. Election to Redeem; Notice to Trustee	71
SECTION 1103. Selection by Trustee of Securities to Be Redeemed	71
SECTION 1104. Notice of Redemption	72
SECTION 1105. Deposit of Redemption Price	73
SECTION 1106. Securities Payable on Redemption Date	73
SECTION 1107. Securities Redeemed in Part	73
ARTICLE TWELVE SINKING FUNDS
SECTION 1201. Applicability of Article	74
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities	74
SECTION 1203. Redemption of Securities for Sinking Fund	74
ARTICLE THIRTEEN REPAYMENT AT OPTION OF HOLDERS
SECTION 1301. Applicability of Article	75
SECTION 1302. Repayment of Securities	76
SECTION 1303. Exercise of Option	76
SECTION 1304. When Securities Presented for Repayment Become Due and Payable	76
SECTION 1305. Securities Repaid in Part	76
ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1401. Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	77
SECTION 1402. Defeasance	77
SECTION 1403. Covenant Defeasance	78
SECTION 1404. Conditions to Defeasance or Covenant Defeasance	78
SECTION 1405. Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous Provisions	79
ARTICLE FIFTEEN GUARANTEE
SECTION 1501. Guarantee	80
SECTION 1502. Assumption by Guarantor	82

[The remainder of this page is intentionally left blank]

FORM OF INDENTURE, dated as of [ ], among HIGHLAND HOLDINGS S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 6, rue Jean Monnet, L-2180 Luxembourg, and registered with Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B237108 (herein called the “Company”), OTIS WORLDWIDE CORPORATION, a Delaware corporation (herein called the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (herein called the “Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be fully and unconditionally guaranteed by the Guarantor and to be issued in one or more series as provided in this Indenture.

All things necessary to make this Indenture a valid agreement of the Company and the Guarantor, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE One

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2) to the extent that the Trust Indenture Act applies to this Indenture or any Securities, all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder will mean such accounting principles as are generally accepted in the United States of America at the date of such computation;

(4) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

(5) any reference to an “Article,” a “Section” or a “subsection” refers to an Article, Section or subsection, as the case may be, of this Indenture.

“Act,” when used with respect to any Holder, has the meaning specified in Section 104(a).

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Attributable Debt” means, as to any particular lease under which any Person is at the time liable for a term of more than 12 months, at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining term thereof (excluding any subsequent renewal or other extension options held by the lessee), discounted from the respective due dates thereof to such date at the rate of 15% per annum, compounded monthly. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount of the rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, services, insurance, taxes, assessments, water rates and similar charges and contingent rents (such as those based on sales). In the case of any lease which is terminable by the lessee upon the payment of a penalty in an amount which is less than the total discounted net amount of rent required to be paid from the later of the first date upon which such lease may be so terminated or the date of the determination of such net amount of rent, as the case may be, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.

“Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Securities.

“Board of Directors” means the board of directors or the board of managers (“gérants”) of the Company or the Guarantor, as applicable, or any duly authorized committee of that board of directors. Unless stated otherwise or the context indicates otherwise, this term will refer to the Board of Directors of the Company.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or the Guarantor, as applicable, to have been duly adopted by the Board of Directors, or officers of the Company or the Guarantor, respectively, to which authority to act on behalf of the applicable Board of Directors has been delegated, and to be in full force and effect on the date of such certification, and delivered to the Trustee. Unless stated otherwise or the context indicates otherwise, this term will refer to a Board Resolution of the Company.

-2-

“Business Day,” when used in respect of any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in that Place of Payment or other location are authorized or obligated by law or executive order to close.

“Change of Control” means the occurrence of any of the following after the date of issuance of the Securities of the applicable series:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Guarantor and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) other than to the Guarantor or one of its Subsidiaries, and other than any such transaction or series of related transactions in which the holders of the Guarantor’s Voting Stock outstanding immediately prior thereto hold Voting Stock of the transferee person representing a majority of the voting power of the transferee person’s Voting Stock immediately after giving effect thereto;

(2) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) (other than the Guarantor or one of its Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of the Guarantor’s Voting Stock representing a majority of the voting power of the Guarantor’s outstanding Voting Stock;

(3) the Guarantor consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Guarantor, in any such event pursuant to a transaction in which any of the Guarantor’s outstanding Voting Stock is converted into or exchanged for cash, securities or other property, other than any such transaction where the Guarantor’s Voting Stock outstanding immediately prior to such transaction constitutes, or is converted into or exchanged for, Voting Stock representing a majority of the voting power of the Voting Stock of the surviving person (or its parent) immediately after giving effect to such transaction; or

(4) the adoption by the Guarantor’s shareholders of a plan relating to the Guarantor’s liquidation or dissolution.

Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control under clause (2) above if (i) the Guarantor becomes a direct or indirect wholly-owned subsidiary of a holding company or other person and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company or other person immediately following that transaction are substantially the same as the holders of the Guarantor’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) (other than a holding company or other person satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company or other person.

-3-

“Change of Control Triggering Event” means, with respect to the applicable series of Securities, the Securities of such series cease to be rated Investment Grade by each of the Rating Agencies on any date during the period (the “Trigger Period”) commencing 60 days prior to the first public announcement by the Guarantor of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings downgrade or withdrawal). However, a Change of Control Triggering Event otherwise arising by virtue of a particular reduction in, or withdrawal of, rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Change of Control Triggering Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in, or withdrawal of, rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Guarantor’s request that the reduction or withdrawal was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Change of Control Triggering Event). If a Rating Agency is not providing a rating for the Securities at the commencement of any Trigger Period, the Securities will be deemed to have ceased to be rated Investment Grade by such Rating Agency during that Trigger Period.

Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Clearstream” means Clearstream Banking S.A, société anonyme, or its successor to its securities clearance and settlement operations.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” will mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Secretary, Assistant Secretary, any Manager, any Vice President, its Treasurer, an Assistant Treasurer, its Controller or any other officer authorized by any of the foregoing to sign such request or order, and delivered to the Trustee.

-4-

“Component Currency” has the meaning specified in Section 312(h).

“Consolidated Net Total Assets” means the total amount of assets of the Guarantor and its consolidated Subsidiaries (less applicable reserves and other properly deductible items) after deducting therefrom all current liabilities (excluding any thereof that are by their terms extendible or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed), all as set forth on the most recent consolidated balance sheet of the Guarantor and its consolidated Subsidiaries and computed in accordance with generally accepted accounting principles (which calculation shall give pro forma effect to any Material Acquisition or Material Disposition consummated by the Guarantor or its consolidated Subsidiaries since the date of such balance sheet and on or prior to the date of determination, as if such Material Acquisition or Material Disposition had occurred on the date of such consolidated balance sheet).

“Conversion Date” has the meaning specified in Section 312(d).

“Conversion Event” means either (a) the cessation of use of (i) a Foreign Currency by the government of the country that issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, (ii) the Euro both within the European Monetary Union and for the settlement of transactions by public institutions of or within the European Union or (iii) any currency unit (or composite currency) for the purposes for which it was established or (b) any Foreign Currency is not available to the Company or the Guarantor for making payment hereunder due to the imposition of exchange controls or other circumstances beyond the control of the Company or the Guarantor.

“Corporate Trust Office” means the principal corporate trust office of the Trustee, at which at any particular time its corporate trust business will be administered, which, at the date hereof is 500 Ross Street, 12^th floor, Pittsburgh, Pennsylvania 15262.

“Covenant defeasance” has the meaning specified in Section 1403.

“Debt” means notes, bonds, debentures or other similar evidences of indebtedness for borrowed money.

“Defaulted Interest” has the meaning specified in Section 307(a).

“Defeasance” has the meaning specified in Section 1402.

“Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in global form, the Person designated as depositary (including as common depositary, if applicable) by the Company pursuant to Section 301(19), unless and until a successor depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” will mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series will mean, the “Depositary” with respect to the Securities of that series.

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“Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time will be legal tender for the payment of public and private debts.

“Dollar Equivalent of the Currency Unit” has the meaning specified in Section 312(g).

“Dollar Equivalent of the Foreign Currency” has the meaning specified in Section 312(f).

“DTC” means The Depository Trust Company, its nominees and their respective successors.

“Election Date” has the meaning specified in Section 312(h).

“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

“Euro” or “€” means the single currency of the participating member states of the European Union.

“Euroclear” means Euroclear Bank S.A./N.V., a company organized under the laws of Belgium, as operator of the Euroclear System, or its successor in such capacity.

“European Monetary Union” means the Economic and Monetary Union established by the Single European Act and the Treaty on European Union.

“Event of Default” has the meaning specified in Section 501.

“Exchange Rate Agent,” with respect to Securities of or within any series, means, unless otherwise specified with respect to any Securities pursuant to Section 301, a Person designated pursuant to Section 301 or Section 313.

“Exchange Rate Officer’s Certificate” means a certificate setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount determined in accordance with Section 302 in the relevant currency or currency unit), payable with respect to a Security of any series on the basis of such Market Exchange Rate, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer, Controller, any Vice President or any Assistant Treasurer of the Company.

“Extension Notice” has the meaning specified in Section 308.

“Extension Period” has the meaning specified in Section 308.

“Foreign Currency” means any currency, composite currency or currency unit, including, without limitation, the Euro, issued by the government of one or more countries other than the United States or by any recognized confederation, union or association of such governments.

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“Government Obligations” means securities that are (i) direct obligations of the government that issued the currency in which the Securities of a particular series are payable or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the government or entity that issued the currency in which the Securities of such series are payable, the payment of which is unconditionally guaranteed by such government, which, in either case, are full faith and credit obligations of the government payable in such currency and are not callable or redeemable at the option of the issuer thereof and will also include a depositary receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest or principal of the Government Obligation evidenced by such depositary receipt.

“Guarantee” means the guarantee by the Guarantor of the Company’s obligations under any Security of any applicable series under this Indenture.

“Guaranteed Obligations” has the meaning specified in Section 1501(1).

“Guarantor” means the Person named as the “Guarantor” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” will mean such successor Person.

“Holder” means a Person in whose name a Security is registered in the Security Register.

“Indenture” means this instrument as it may from time to time be supplemented or amended by one or more supplemental indentures entered into pursuant to the applicable provisions hereof. The term “Indenture” will also include the terms of particular series of Securities established as contemplated by Section 301.

“Indexed Security” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance.

“Industrial Development Bonds” means obligations issued by a State, a Commonwealth, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, the interest on which is excludable from gross income of the holders thereof pursuant to the provisions of Section 103(a) of the Internal Revenue Code of 1986, as amended (or any similar provision), as in effect at the time of the issuance of such obligations.

“Interest,” when used with respect to an Original Issue Discount Security that by its terms bears interest only after Maturity, means interest payable after Maturity at the rate prescribed in such Original Issue Discount Security.

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“Interest Payment Date,” when used with respect to any Security, means the date specified in such Securities as the fixed date on which an installment of interest is due and payable.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB– or better by S&P (or its equivalent under any successor rating category of S&P), and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Guarantor under the circumstances permitting the Guarantor to select a replacement rating agency and in the manner for selecting a replacement rating agency, in each case as set forth in the definition of “Rating Agency”).

“Lien” means any pledge, mortgage, lien, encumbrance and security interest.

“Mandatory sinking fund payment” has the meaning specified in Section 1201.

“Market Exchange Rate” means, unless otherwise specified with respect to any Securities pursuant to Section 301, (i) for any conversion involving a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 301 for the Securities of the relevant series, (ii) for any conversion of Dollars into any Foreign Currency, the noon (New York City time) buying rate for such Foreign Currency for cable transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign Currency from which conversion is being made from major banks located in either New York City, London or any other principal market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified with respect to any Securities pursuant to Section 301, in the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in New York City, London or other principal market for such currency or currency unit in question, or such other quotations as the Exchange Rate Agent will deem appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is more than one market for dealing in any currency or currency unit by reason of foreign exchange regulations or otherwise, the market to be used in respect of such currency or currency unit will be that upon which a nonresident issuer of securities designated in such currency or currency unit would purchase such currency or currency unit in order to make payments in respect of such securities.

“Material Acquisition” means any acquisition by the Guarantor or any of its Subsidiaries of (a) equity interests in any Person if, after giving effect thereto, such Person will become a Subsidiary of the Guarantor or (b) assets comprising all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person (in the case of clauses (a) and (b), including as a result of a merger or consolidation); provided that, in the case of clauses (a) and (b), the aggregate consideration therefor exceeds $50,000,000.

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“Material Disposition” means any sale, transfer or other disposition by the Guarantor or any of its Subsidiaries of (a) all or substantially all the issued and outstanding equity interests in any Person that are owned by the Guarantor or any of its Subsidiaries or (b) assets comprising all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person; provided that, in the case of clauses (a) and (b), such sale, transfer or other disposition yields net proceeds to the Guarantor or any of its Subsidiaries in excess of $50,000,000.

“Maturity” means the date on which the principal (or premium, if any) of such Security or an installment of principal becomes due and payable as provided by this Indenture or the Securities, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“Officer’s Certificate” means a certificate signed by the Chairman, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, the President or a Vice President, the Treasurer, the Controller, the Secretary, the Assistant Secretary or any officer authorized by any of the foregoing to sign such certificate, and delivered to the Trustee. Unless stated otherwise or the context indicates otherwise, this term will refer to an Officer’s Certificate of the Company.

“Opinion of Counsel” means a written opinion of counsel, which may be an employee of or counsel for the Guarantor, any Subsidiary of the Guarantor, including the Company, or any Person of which the Guarantor or the Company is a Subsidiary, and who will be reasonably acceptable to the Trustee. Unless stated otherwise or the context indicates otherwise, this term will refer to an Opinion of Counsel for the Company.

“Optional Reset Date” has the meaning specified in Section 307(b).

“optional sinking fund payment” has the meaning specified in Section 1201.

“Original Issue Discount Security” means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.

“Original Stated Maturity” has the meaning specified in Section 308.

“Outstanding,” when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

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(ii) Securities, or portions thereof, for whose payment or redemption or repayment at the option of the Holder money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company will act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(iii) Securities, except to the extent provided in Sections 1402 and 1403, with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Article Fourteen; and

(iv) Securities that have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there will have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination and that will be deemed to be Outstanding for such purpose will be equal to the amount of principal thereof that would be (or will have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the maturity thereof pursuant to Section 502, (ii) the principal amount of any Security denominated in a Foreign Currency that may be counted in making such determination and that will be deemed Outstanding for such purpose will be equal to the Dollar equivalent, determined as of the date such Security is or was originally issued by the Company as set forth in an Exchange Rate Officer’s Certificate delivered to the Trustee on or after the date of such original issuance, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the amount determined as provided in clause (i) above), of such Security, (iii) the principal amount of any Indexed Security that may be counted in making such determination and that will be deemed outstanding for such purpose will be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant to Section 301, and (iv) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor will be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee will be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities that the Trustee knows to be so owned will be so disregarded. Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

“Paying Agent” means any Person authorized by the Company to pay or deliver the principal of (and premium, if any) and interest on any Securities on behalf of the Company.

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“Person” means any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity of whatever nature.

“Place of Payment” when used with respect to the Securities of or within any series, means the place or places where the principal of (and premium, if any) and interest on such Securities are payable, as contemplated by Sections 301 and 1002.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security will be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Principal Property” means any manufacturing plant or warehouse, together with the land upon which it is erected and fixtures comprising a part thereof, owned by the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary and located in the United States, the gross book value (without deduction of any reserve for depreciation) of which on the date as of which the determination is being made is an amount which exceeds 1% of Consolidated Net Total Assets, other than any such manufacturing plant or warehouse or any portion thereof or any such fixture (together with the land upon which it is erected and fixtures comprising a part thereof) (i) which is financed by Industrial Development Bonds or (ii) which, in the opinion of the Board of Directors of the Guarantor, is not of material importance to the total business conducted by the Guarantor and its Subsidiaries, taken as a whole.

“Rating Agency” means each of Moody’s and S&P; provided, that if either Moody’s or S&P cease to provide rating services to issuers or investors, the Guarantor may appoint another “nationally recognized statistical rating organization,” as defined under Section 3(a)(62) of the Securities Exchange Act of 1934, as amended, as a replacement agency for such Rating Agency; provided that the Guarantor shall give notice of such appointment to the Trustee.

“Record Date” for the interest payable on any Interest Payment Date on the Securities of or within any series means the date specified for that purpose as contemplated by Section 301.

“Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Repayment Date” means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for such repayment by or pursuant to this Indenture.

“Reset Notice” has the meaning specified in Section 307(b).

“Responsible Officer,” when used with respect to the Trustee, means any officer within the corporate trust department, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

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“S&P” means S&P Global Ratings, and its successors.

“Sale and leaseback transaction” has the meaning specified in Section 1007.

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.

“Specified Amount” has the meaning specified in Section 312(h).

“Stated Maturity,” when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“Subsequent Interest Period” has the meaning specified in Section 307(b).

“Subsidiary” means, for any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity will or might have voting power upon the occurrence of any contingency) is at the time of any determination directly or indirectly owned or controlled by such Person, by such Person and one or more other Subsidiaries of such Person or by one or more other Subsidiaries of such Person. For the purposes of this definition, “controlled” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this instrument was executed, except as provided in Section 905.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” will mean or include each Person who is then a Trustee hereunder.

“United States” means, unless otherwise specified with respect to any Securities pursuant to Section 301, the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

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“Valuation Date” has the meaning specified in Section 312(c).

“Vice President” when used with respect to the Company, the Guarantor or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.

“Wholly-Owned Domestic Manufacturing Subsidiary” means any Subsidiary of which, at the time of determination, all of the outstanding capital stock (other than directors’ qualifying shares) is owned by the Guarantor directly and/or indirectly and which, at the time of determination, is primarily engaged in manufacturing, except a Subsidiary that (a) neither transacts any substantial portion of its business nor regularly maintains any substantial portion of its fixed assets within the United States, (b) is engaged primarily in the finance business, including, without limitation thereto, financing the operations of, or the purchase of products that are products of or incorporate products of, the Guarantor and/or its Subsidiaries, or (c) is primarily engaged in ownership and development of real estate, construction of buildings, or related activities, or a combination of the foregoing. In the event that there shall at any time be a question as to whether a Subsidiary is primarily engaged in manufacturing or is described in the foregoing clause (a), (b) or (c), such matter shall be determined for all purposes of this Indenture by a Board Resolution of the Guarantor.

Section 102. Compliance Certificates and Opinions. Upon any application or request by the Company or the Guarantor to the Trustee to take any action under any provision of this Indenture (other than in connection with the execution of any supplemental indenture on the date of original issuance of Securities under this Indenture), the Company or the Guarantor will furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Each such certificate or opinion will be given in the form of an Officer’s Certificate, if to be given by an officer of the Company or the Guarantor, or an Opinion of Counsel, if to be given by counsel, and will comply with the requirements of the Trust Indenture Act (to the extent the Trust Indenture Act applies to this Indenture or any Securities) and any other requirements set forth in this Indenture. Every certificate or opinion with respect to compliance with a condition or covenant (other than the certificates provided pursuant to Section 1004) provided for in this Indenture will include the following:

(1) a statement that the person making such certificate or opinion has read such covenant or condition;

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(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

The Trustee may request that the Company or the Guarantor deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any one person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company or the Guarantor, as applicable, may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company or the Guarantor stating that the information with respect to such factual matters is in the possession of the Company or the Guarantor, as applicable, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

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Section 104. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given or taken by Holders of the Outstanding Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing, or by any Person duly authorized by means of any written certification, proxy or other authorization furnished by a Depositary, and except as herein otherwise expressly provided, such action will become effective when such instrument or instruments is or are delivered to the Trustee and, where it is hereby expressly required, to the Company or the Guarantor. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing (or on behalf of whom such duly appointed agent or Person signs) such instrument or instruments or, in the case of the Depositary, furnishing the written certification, proxy or other authorization pursuant to which such instrument or instruments are signed. Proof of execution of any such instrument, any writing appointing any such agent or authorizing any such Person or any such written certification or proxy will be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 104.

(b) The fact and date of the execution by any Person of any such instrument, writing, certification or proxy may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument, writing, certification or proxy acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit will also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument, writing, certification or proxy or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(d) The Company may (to the extent that the Trust Indenture Act applies to this Indenture or any Securities, in the circumstances permitted by the Trust Indenture Act) fix in advance any day as a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after such record date, but only the Holders of record at the close of business on such record date will be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of Securities Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action; provided that no such request, demand, authorization, direction, notice, consent, waiver or other action by the Holders on such record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after such record date.

(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security will bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

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Section 105. Notices, Etc. to Trustee, the Company and the Guarantor. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

(1) the Trustee by any Holder or by the Company or the Guarantor will be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, or

(2) the Company or the Guarantor by the Trustee or by any Holder will be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company or the Guarantor addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: Manager with respect to the Company and Attention: General Counsel with respect to the Guarantor or at any other address previously furnished in writing to the Trustee by the Company or the Guarantor.

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Company and/or the Guarantor, as applicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company and/or the Guarantor, as applicable, whenever a person is to be added or deleted from the listing. If the Company and/or the Guarantor, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company and the Guarantor understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company and the Guarantor shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company, the Guarantor and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company and/or the Guarantor, as applicable. The Trustee shall not be liable for any losses, costs or expenses (except to the extent attributable to the Trustee’s gross negligence, wilful misconduct or bad faith) arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company and the Guarantor agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company and/or the Guarantor, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Section 106. Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Company, the Guarantor or the Trustee, such notice will be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his or her address as it appears in the Security Register or otherwise delivered in accordance with the applicable procedures of the Depositary (or, if a Security is held by DTC, Euroclear or Clearstream, delivered electronically in accordance with DTC’s, Euroclear’s or Clearstream’s customary procedures, as applicable), not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder will affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Holders will be filed with the Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such waiver.

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In case, by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it will be impractical to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as will be satisfactory to the Trustee will be deemed to be sufficient giving of such notice.

Any request, demand, authorization, direction, notice, consent, waiver or other action required or permitted under this Indenture will be in the English language, except that any published notice may be in an official language of the country of publication.

Section 107. Conflict with Trust Indenture Act. To the extent the Trust Indenture Act applies to this Indenture or any Securities, if any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision will control. To the extent the Trust Indenture Act applies to this Indenture or any Securities, if any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision will be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

Section 108. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and will not affect the construction hereof.

Section 109. Successors and Assigns. All covenants and agreements in this Indenture by the Company and the Guarantor will bind its successors and assigns, whether so expressed or not.

Section 110. Separability Clause. In case any provision in this Indenture or in any Security will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and this Indenture and any such Security will be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein.

Section 111. Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, will give to any Person, other than the parties hereto, any Authenticating Agent, any Paying Agent, any Securities Registrar and their successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 112. Governing Law. This Indenture and the Securities will be governed by and construed in accordance with the laws of the State of New York. The provisions of articles 470-1 to 470-19 of the Luxembourg act dated 10 August 1915 on commercial companies, as amended (the “Luxembourg Companies Act 1915”) are not applicable to the Securities. No holder of any Securities may initiate proceedings against the Company based on article 470-21 of the Luxembourg Companies Act 1915.

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Section 113. Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security will not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of any Security other than a provision in the Securities of any series that specifically states that such provision will apply in lieu of this Section 113) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity; provided that no interest will accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

Section 114. Immunity of Incorporators, Stockholders, Officers, Directors and Others. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, will be had against any incorporator, stockholder, officer, director, employee or agent, as such, past, present or future, of the Company or the Guarantor or of any successor Person of the Company or the Guarantor, either directly or through the Company or the Guarantor, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations of the Company or the Guarantor, that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers, directors, employees or agents, as such, of the Company or of the Guarantor or of any successor Person to the Company or the Guarantor, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer, director, employee or agent, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such Securities.

Section 115. Counterparts. This instrument may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission will constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF will be deemed to be their original signatures for all purposes.

Section 116. Submission to Jurisdiction. Each of the Company, the Guarantor, the Holders and the Trustee hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Southern District in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Indenture and the Securities, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts.

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Section 117. Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTOR, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

ARTICLE Two

SECURITY FORMS

Section 201. Forms Generally. The Securities of each series will be in substantially the forms as will be established by or pursuant to a Board Resolution of the Company, an Officer’s Certificate of the Company or one or more indentures supplemental hereto executed by one or more officers of the Company authorized by a Board Resolution of the Company, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws, the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series is or are established by action taken pursuant to a Board Resolution of the Company, an Officer’s Certificate or one or more indentures supplemental hereto executed by one or more officers of the Company authorized by Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Guarantees endorsed on the Securities of each series shall be substantially in such form or forms (not inconsistent with this Indenture) as shall be established by or pursuant to a Board Resolution of the Guarantor, an Officer’s Certificate of the Guarantor or one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws, the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers of the Guarantor executing such Guarantees, as evidenced by their execution of the Guarantees.

The definitive Securities may be printed, lithographed or engraved (or produced by any combination of these methods) on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

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Section 202. Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication will be in substantially the following form:

This is one of the Securities of the series designated therein referred to in the within mentioned Indenture.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	as Trustee
	By
		Authorized Signatory

Dated: ________________

Section 203. Securities Issuable in Global Form. If Securities are issuable in whole or in part in global form, as contemplated by Section 301, then, notwithstanding clause (8) of Section 301, any such Security will represent such of the Outstanding Securities of such series as will be specified therein and may provide that it will represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as will be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form will be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel.

The provisions of the last sentence of penultimate paragraph of Section 303 will apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of penultimate paragraph of Section 303.

ARTICLE Three

THE SECURITIES

Section 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited.

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The Securities may be issued in one or more series. There will be established in one or more Board Resolutions of the Company, or pursuant to authority granted by one or more Board Resolutions of the Company and subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate of the Company, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable (each of which, if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time):

(1) the title of the Securities of the series (which will distinguish the Securities of the series from all other series of Securities);

(2) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305);

(3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determined or extended;

(4) the rate or rates, or the method by which such rate or rates will be determined, at which the Securities of the series will bear interest, if any, the date or dates from which such interest will accrue, or the method by which such date or dates will be determined, the Interest Payment Dates on which such interest will be payable and the Record Date for the interest payable on any Interest Payment Date, or the method by which such dates will be determined, and the basis upon which interest will be calculated if other than on the basis of a 360-day year of twelve 30-day months;

(5) the Place of Payment with respect to the Securities of the series, the place or places where the Securities of such series may be presented for registration of transfer or exchange and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made;

(6) the period or periods within which, the price or prices at which, the currency, currencies, currency units or composite currencies in which, and other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;

(7) the obligation or right, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which, the currency, currencies, currency units or composite currencies in which, and other terms and conditions upon which Securities of the series will be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;

(8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series will be issuable;

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(9) if other than the Trustee, the identity of the Security Registrar and/or Paying Agent;

(10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series and any other amounts that will be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion and any other amounts will be determined;

(11) if other than Dollars, the coin or currency, currencies, currency units or composite currency in which payment of the principal of (and premium, if any) or interest, if any, on the Securities of the series will be payable or in which the Securities of the series will be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;

(12) the terms, if any, upon which Securities of the series may be convertible into the common stock or other securities of any kind of the Company or another Person and the terms and conditions upon which the conversion will be effected, including the initial conversion price or rate, the conversion period, and any other additional provisions;

(13) if the amount of payments of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index, formula or other method (which index, formula or other method may be based, without limitation, on one or more currencies, currency units, composite currencies, commodities, equity indices or other indices), the manner in which such amounts will be determined;

(14) if the principal of (and premium, if any) and interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency, currencies, currency units or composite currency other than that in which such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the coin or currency, currencies, currency units or composite currency in which such Securities are denominated or stated to be payable and the coin or currency, currencies, currency units or composite currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;

(15) the designation of the initial Exchange Rate Agent, if any;

(16) the applicability, if at all, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of the provisions of Article Fourteen;

(17) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;

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(18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;

(19) whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 305, and if Securities of the series are to be issuable in global form, the identity of any initial Depositary therefor;

(20) the date as of which any temporary global Security representing Outstanding Securities of the series will be dated if other than the date of original issuance of the first Security of the series to be issued;

(21) the Person to whom any interest on any Security of the series will be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such interest, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid;

(22) if Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a global Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions;

(23) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;

(24) whether and under what circumstances the Company or the Guarantor will pay additional amounts to non-United States Holders of such Securities in respect of any tax assessment or government charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); and

(25) any other terms, conditions or rights (or limitations on such rights) relating to the series (which terms will not be inconsistent with the provisions of this Indenture).

All Securities of any one series will be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution of the Company, (subject to Section 303) and set forth in such Officer’s Certificate of the Company or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series.

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If any of the terms of the series are established by action taken pursuant to one or more Board Resolutions of the Company or the Guarantor, such Board Resolutions will be delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Company or indenture supplemental hereto setting forth the terms of the series.

Section 302. Denominations. All Securities will be issuable in such denominations as will be specified as contemplated by Section 301. With respect to Securities denominated in Dollars, in the absence of any such provisions, the Securities, other than Securities issued in global form (which may be of any denomination), will be issuable in minimum denominations of $1,000 and any integral multiple thereof.

Section 303. Execution, Authentication, Delivery and Dating. The Securities and Guarantees will be executed on behalf of the Company or the Guarantor, as applicable, by its Chairman, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer, Controller, President or one of its Vice Presidents. The signature of any of these officers on the Securities and Guarantees may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities and the Guarantees. Typographical and other minor errors or defects in any such reproduction of any such signature will not affect the validity or enforceability of any Security or Guarantee that has been duly authenticated and delivered by the Trustee or Authenticating Agent, as applicable.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company will bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities.

Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Guarantor will bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company to the Trustee or Authenticating Agent, as applicable, for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee or Authenticating Agent, as applicable, in accordance with the Company Order, shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution, Officer’s Certificate or supplemental indenture establishing such series will so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, maturity date, date of issuance and date from which interest will accrue.

In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee or Authenticating Agent, as applicable, will be entitled to receive, and (subject to Section 601) will be fully protected in relying upon:

(a) a copy of the Board Resolutions in or pursuant to which the terms and form of the Securities were established, if any, and if the terms and form of such Securities are established by an Officer’s Certificate pursuant to general authorization of the Board of Directors, such Officer’s Certificate;

(b) an executed supplemental indenture, if any;

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(d) an Opinion of Counsel stating:

(i) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture;

(ii) that the terms of such Securities have been established in conformity with the provisions of this Indenture; and

(iii) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee or Authenticating Agent, as applicable, for authentication in accordance with this Indenture, authenticated and delivered by the Trustee or Authenticating Agent, as applicable, in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel will conclude do not materially affect the rights of Holders of such Securities; and

(e) an Opinion of Counsel for the Guarantor stating that such Guaranties, when completed by appropriate insertions and executed and delivered by the Guarantor to the Trustee or Authenticating Agent, as applicable, and when the applicable Securities are authenticated and delivered by the Trustee or Authenticating Agent, as applicable, in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Guarantor pursuant to the Guarantee, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel will conclude do not materially affect the rights of Holders of such Securities.

Notwithstanding the provisions of Section 301 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it will not be necessary to deliver the Officer’s Certificate or indenture supplemental hereto otherwise required pursuant to Section 301 or the Company Order and Opinions of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents will be delivered prior to or at the time of issuance of the first Security of such series.

The Trustee or Authenticating Agent, as applicable, shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s or Authenticating Agent’s, as applicable, own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Each Security will be dated the date of its authentication.

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No Security will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein, executed by the Trustee or Authenticating Agent, as applicable, by manual signature, and such certificate upon any Security will be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security will have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company will deliver such Security to the Trustee for cancellation as provided in Section 310 together with a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security will be deemed never to have been authenticated and delivered hereunder and will never be entitled to the benefits of this Indenture.

If the Company will establish pursuant to Section 301 that Securities of a series may be issued in whole or in part in global form, then the Company shall execute, and the Trustee or Authenticating Agent, as applicable, shall (in accordance with this Section 303 and the Company Order with respect to such series) authenticate and deliver, one or more Securities in global form that, unless otherwise specified in the Board Resolution, Officer’s Certificate or indenture supplemental hereto establishing the terms of such Securities, (i) will represent and will be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such one or more Securities in global form, (ii) will be registered in the name of the Depositary for such Security or Securities in global form or in the name of a nominee of such Depositary and (iii) will be delivered to such Depositary or pursuant to such Depositary’s instructions. Each Depositary designated pursuant to Section 301 for a Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Section 304. Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise produced by any other method, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. In the case of Securities of any series, such temporary Securities may be in global form.

Except in the case of temporary Securities in global form (which will be exchanged in accordance with the provisions thereof), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series will be exchangeable for definitive Securities of such series, upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged the temporary Securities of any series will in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.

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Section 305. Registration, Registration of Transfer and Exchange. The Company will cause to be kept with respect to the Securities of each series a register (the register so maintained being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration of Securities and transfers of Securities. The Security Register will be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register will be open to inspection by the Trustee. The Trustee is hereby initially appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee, one or more new Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor.

At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive.

Any other provision of this Section 305 notwithstanding, except to the extent otherwise specified in the terms of such Security, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary, or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

If and solely to the extent specified by the Company pursuant to Section 301 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form will be cancelled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form and exchanged for a Security in global form pursuant to this Section 305 will be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary.

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Every Security presented or surrendered for registration of transfer or for exchange will (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing.

No service charge will be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

The Company shall not be required to (i) issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice for redemption of Securities of that series selected for redemption under Section 1103 or 1203 and ending at the close of business on the date of such mailing, (ii) register the transfer of or exchange of any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part or (iii) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

None of the Company, the Guarantor, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any actions taken or not taken by the Depositary.

Section 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee and there is delivered to the Company and the Trustee such security, indemnity or indemnity bond as may be required by them to save each of them and any agent of them harmless, then the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding, or, in case any such mutilated Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

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If there will be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security, indemnity or indemnity bond as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding, or, in the case any such destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security will constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security will be at any time enforceable by anyone, and will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.

The provisions of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset. (a) Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such interest.

Unless otherwise provided as contemplated by Section 301, every global Security will provide that interest, if any, payable on any Interest Payment Date will be paid to the Depositary with respect to that portion of such global Security held for its account, for the purpose of permitting the Depositary to credit the interest received by it in respect of such global Security to the accounts of the beneficial owners thereof.

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Any interest on any Security of any series that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) will forthwith cease to be payable to the Holder on the relevant Record Date, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which will be fixed in the manner set forth in this clause (1). The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee will fix a Special Record Date for the payment of such Defaulted Interest that will be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid or otherwise delivered, to each Holder of Securities of such series at his or her address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed or otherwise delivered as aforesaid, such Defaulted Interest will be paid to the Persons in whose name the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and will no longer be payable pursuant to the following clause (2).

(2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange (or by the Trustee if the Securities are not listed), if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment will not be deemed impracticable by the Trustee.

(b) The provisions of this Section 307(b) may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutions as may be specified pursuant to such Section 301). The interest rate on any Security of such series may be reset by the Company on the date or dates specified on the face of such Security (each an “Optional Reset Date”). The Company may exercise such option with respect to a Security by notifying the Trustee of such exercise at least 50 but not more than 90 days prior to an Optional Reset Date for such Security. Not later than 40 days prior to each Optional Reset Date, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of any such Security a notice (the “Reset Notice”) indicating whether the Company has elected to reset the interest rate, and if so (i) such new interest rate and (ii) the provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional Reset Date, to the Stated Maturity Date of such Security (each such period a “Subsequent Interest Period”), including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Subsequent Interest Period.

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Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the Company may, at its option, revoke the interest rate provided for in the Reset Notice and establish a higher interest rate for the Subsequent Interest Period by causing the Trustee to transmit, in the manner provided for in Section 106, notice of such higher interest rate to the Holder of such Security. Such notice will be irrevocable. All Securities with respect to which the interest rate is reset on an Optional Reset Date will bear such higher interest rate.

The Holder of any such Security will have the option to elect repayment by the Company of the principal of such Security on each Optional Reset Date at a price equal to the principal amount thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders except that the period for delivery or notification to the Trustee will be at least 25 but not more than 35 days prior to such Optional Reset Date and except that, if the Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender or repayment until the close of business on the tenth day before such Optional Reset Date.

Subject to the foregoing provisions of this Section 307 and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security will carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 308. Optional Extension of Maturity. The provisions of this Section 308 may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutions as may be specified pursuant to such Section 301). The Stated Maturity Date of any Security of such series may be extended at the option of the Company for the period or periods specified on the face of such Security (each an “Extension Period”) up to but not beyond the final maturity date set forth on the face of such Security. The Company may exercise such option with respect to any Security by notifying the Trustee of such exercise at least 50 but not more than 90 days prior to the Stated Maturity of such Security in effect prior to the exercise of such option (the “Original Stated Maturity”). If the Company exercises such option, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of such Security not later than 40 days prior to the Original Stated Maturity a notice (the “Extension Notice”) indicating (i) the election of the Company to extend the Maturity, (ii) the new Stated Maturity Date, (iii) the interest rate applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee’s transmittal of the Extension Notice, the Stated Maturity Date of such Security will be extended automatically and, except as modified by the Extension Notice and as described in the next paragraph, such Security will have the same terms as prior to the transmittal of such Extension Notice.

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Notwithstanding the foregoing, not later than 20 days before the Original Stated Maturity of such Security, the Company may, at its option, revoke the interest rate provided for in the Extension Notice and establish a higher interest rate for the Extension Period by causing the Trustee to transmit, in the manner provided for in Section 106, notice of such higher interest rate to the Holder of such Security. Such notice will be irrevocable. All Securities with respect to which the Stated Maturity Date is extended will bear such higher interest rate.

If the Company extends the Maturity of any Security, the Holder will have the option to elect repayment of such Security by the Company on the Original Stated Maturity at a price equal to the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original Stated Maturity once the Company has extended the Maturity thereof, the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders, except that the period for delivery or notification to the Trustee will be at least 25 but not more than 35 days prior to the Original Stated Maturity Date and except that, if the Holder has tendered any Security for repayment pursuant to an Extension Notice, the Holder may by written notice to the Trustee revoke such tender for repayment until the close of business on the tenth day before the Original Stated Maturity Date.

Section 309. Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 305 and 307) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Guarantor, the Trustee nor any agent of the Company, the Guarantor or the Trustee will be affected by notice to the contrary.

None of the Company, the Guarantor, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary. No holder of any beneficial interest in any Security in global form held on its behalf by a Depositary will have any rights under this Indenture with respect to such Security in global form, and such Depositary may be treated by the Company, the Guarantor, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Security in global form for all purposes whatsoever.

Notwithstanding the foregoing, with respect to any global Security, nothing herein will prevent the Company, the Guarantor, the Trustee, or any agent of the Company, the Guarantor or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any Depositary as Holder with respect to such global Security, or impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.

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Section 310. Cancellation. All Securities surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange or for credit against any current or future sinking fund payment will, if surrendered to any Person other than the Trustee, be delivered to the Trustee and if not already cancelled, shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the Company will so acquire any of the Securities, however, such acquisition will not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation. No Securities will be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 310, except as expressly permitted by this Indenture. Unless by Company Order the Company directs the return of any cancelled Securities to it, all cancelled Securities shall be disposed of by the Trustee in accordance with its customary procedures and the Trustee shall, upon request, deliver to the Company a certificate of such destruction.

Section 311. Computation of Interest. Except as otherwise specified as contemplated by Section 301 with respect to any Securities, interest on the Securities of each series will be computed on the basis of a 360-day year of twelve 30-day months.

Section 312. Currency and Manner of Payments in Respect of Securities. (a) Unless otherwise specified with respect to any Securities pursuant to Section 301, with respect to Securities of any series not permitting the election provided for in paragraph (b) below or the Holders of which have not made the election provided for in paragraph (b) below, payment of the principal of (and premium, if any) and interest, if any, on any Security of such series will be made in the currency, currencies or currency unit in which such Security is payable. The provisions of this Section 312 may be modified or superseded with respect to any Securities pursuant to Section 301.

(b) It may be provided pursuant to Section 301 with respect to Securities of any series that Holders will have the option, subject to paragraphs (d) and (e) below, to receive payments of principal of (and premium, if any) or interest, if any, on such Securities in any of the currencies or currency units which may be designated for such election by delivering to the Trustee for such series of Securities a written election in the applicable form established pursuant to Section 301, not later than the close of business on the Election Date immediately preceding the applicable payment date. If a Holder so elects to receive such payments in any such currency or currency unit, such election will remain in effect for such Holder or any transferee of such Holder until changed by such Holder or such transferee by written notice to the Trustee for such series of Securities (but any such change must be made not later than the close of business on the Election Date immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change of election may be made with respect to payments to be made on any Security of such series with respect to which an Event of Default has occurred or with respect to which the Company has deposited funds pursuant to Article Four or Fourteen or with respect to which a notice of redemption has been given by the Company). Any Holder of any such Security who will not have delivered any such election to the Trustee of such series of Securities not later than the close of business on the applicable Election Date will be paid the amount due on the applicable payment date in the relevant currency, currencies or currency unit as provided in Section 312(a). The Trustee for each such series of Securities will notify the Exchange Rate Agent as soon as practicable after the Election Date of the aggregate principal amount of Securities for which Holders have made such written election.

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(c) Unless otherwise specified pursuant to Section 301, if the election referred to in paragraph (b) above has been provided for pursuant to Section 301, then, unless otherwise specified pursuant to Section 301, not later than the fourth Business Day after the Election Date for each payment date for Securities of any series, the Exchange Rate Agent will deliver to the Company a written notice specifying, in the currency, currencies or currency unit in which Securities of such series are payable, the respective aggregate amounts of principal of (and premium, if any) and interest, if any, on the Securities to be paid on such payment date, specifying the amounts in such currency, currencies or currency unit so payable in respect of the Securities as to which the Holders of Securities denominated in any currency, currencies or currency unit will have elected to be paid in another currency or currency unit as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 301 and if at least one Holder has made such election, then, unless otherwise specified pursuant to Section 301, on the second Business Day preceding such payment date the Company will deliver to the Trustee for such series of Securities an Exchange Rate Officer’s Certificate in respect of the Dollar, Foreign Currency or currencies, or currency unit payments to be made on such payment date. Unless otherwise specified pursuant to Section 301, the Dollar, Foreign Currency or currencies, or currency unit amount receivable by Holders of Securities who have elected payment in a currency or currency unit as provided in paragraph (b) above will be determined by the Company on the basis of the applicable Market Exchange Rate in effect on the third Business Day (the “Valuation Date”) immediately preceding each payment date, and such determination will, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Trustee for the appropriate series of Securities and all Holders of such Securities denominated or payable in the relevant currency, currencies or currency units.

(d) If a Conversion Event occurs with respect to a Foreign Currency or any other currency unit in which any of the Securities are denominated or payable other than pursuant to an election provided for pursuant to paragraph (b) above, then with respect to each date for the payment of principal of (and premium, if any) and interest, if any, on the applicable Securities denominated or payable in such Foreign Currency or such other currency unit occurring after the last date on which such Foreign Currency or such other currency unit was used (the “Conversion Date”), the Dollar will be the currency of payment for use on each such payment date. Unless otherwise specified pursuant to Section 301, the Dollar amount to be paid by the Company to the Trustee of each such series of Securities and by such Trustee or any Paying Agent to the Holders of such Securities with respect to such payment date will be, in the case of a Foreign Currency other than a currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, in each case as determined by the Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.

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(e) Unless otherwise specified pursuant to Section 301, if the Holder of a Security denominated in any currency, currencies or currency unit will have elected to be paid in another currency, currencies or currency unit as provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected currency or currency unit, such Holder will receive payment in the currency or currency unit in which payment would have been made in the absence of such election; and if a Conversion Event occurs with respect to the currency, currencies or currency unit in which payment would have been made in the absence of such election, such Holder will receive payment in Dollars as provided in paragraph (d) of this Section 312.

(f) The “Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange Rate Agent and will be obtained for each subsequent payment date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Conversion Date.

(g) The “Dollar Equivalent of the Currency Unit” will be determined by the Exchange Rate Agent and subject to the provisions of paragraph (h) below will be the sum of each amount obtained by converting the Specified Amount of each Component Currency into Dollars at the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each payment.

(h) For purposes of this Section 312 the following terms will have the following meanings:

A “Component Currency” will mean any currency which, on the Conversion Date, was a component currency of the relevant currency unit.

A “Specified Amount” of a Component Currency will mean the number of units of such Component Currency or fractions thereof which were represented in the relevant currency unit on the Conversion Date. If after the Conversion Date the official unit of any Component Currency is altered by way of combination or subdivision, the Specified Amount of such Component Currency will be divided or multiplied in the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single currency, the respective Specified Amounts of such Component Currencies will be replaced by an amount in such single currency equal to the sum of the respective Specified Amounts of such consolidated Component Currencies expressed in such single currency, and such amount will thereafter be a Specified Amount and such single currency will thereafter be a Component Currency. If after the Conversion Date any Component Currency will be divided into two or more currencies, the Specified Amount of such Component Currency will be replaced by amounts of such two or more currencies, having an aggregate Dollar Equivalent of the Currency Unit value at the Market Exchange Rate on the date of such replacement equal to the Dollar Equivalent of the Currency Unit of the Specified Amount of such former Component Currency at the Market Exchange Rate immediately before such division and such amounts will thereafter be Specified Amounts and such currencies will thereafter be Component Currencies. If, after the Conversion Date of the relevant currency unit, a Conversion Event (other than any event referred to above in this definition of “Specified Amount”) occurs with respect to any Component Currency of such currency unit and is continuing on the applicable Valuation Date, the Specified Amount of such Component Currency will, for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate in effect on the Conversion Date of such Component Currency.

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“Election Date” will mean the date for any series of Securities as specified pursuant to Section 301(14) by which the written election referred to in Section 312(b) may be made.

All decisions and determinations of the Exchange Rate Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as specified above will be in its sole discretion and will, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee for the appropriate series of Securities and all Holders of such Securities denominated or payable in the relevant currency, currencies or currency units. The Exchange Rate Agent shall promptly give written notice to the Company and the Trustee for the appropriate series of Securities of any such decision or determination.

In the event that the Company or the Guarantor determines in good faith that a Conversion Event has occurred with respect to a Foreign Currency, the Company will as promptly as practicable give written notice thereof to the Trustee of the appropriate series of Securities and to the Exchange Rate Agent (and such Trustee will promptly thereafter give notice in the manner provided in Section 106 to the affected Holders) specifying the Conversion Date. In the event the Company or the Guarantor so determines that a Conversion Event has occurred with respect to any currency unit in which Securities are denominated or payable, the Company will as promptly as practicable give written notice thereof to the Trustee of the appropriate series of Securities and to the Exchange Rate Agent (and such Trustee will promptly thereafter give notice in the manner provided in Section 106 to the affected Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on the Conversion Date. In the event the Company determines in good faith that any subsequent change in any Component Currency as set forth in the definition of Specified Amount above has occurred, the Company will similarly give written notice to the Trustee of the appropriate series of Securities and to the Exchange Rate Agent.

The Trustee of the appropriate series of Securities will be fully justified and protected in relying and acting upon information received by it from the Company and the Exchange Rate Agent and will not otherwise have any duty or obligation to determine the accuracy or validity of such information independent of the Company or the Exchange Rate Agent.

Section 313. Appointment and Resignation of Successor Exchange Rate Agent. (a) The provisions of this Section 313 may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutes as may be specified pursuant to Section 301).

(b) If and so long as the Securities of any series (i) are denominated in a currency other than Dollars or (ii) may be payable in a currency other than Dollars, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and in the manner specified pursuant to Section 301 for the purpose of determining the applicable rate of exchange and, if applicable, for the purpose of converting the issued currency or currency unit into the applicable payment currency or currency unit for the payment of principal (and premium, if any) and interest, if any, pursuant to Section 312.

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(c) No resignation of the Exchange Rate Agent and no appointment of a successor Exchange Rate Agent pursuant to this Section 313 will become effective until the acceptance of appointment by the successor Exchange Rate Agent as evidenced by a written instrument delivered to the Company and the Trustee of the appropriate series of Securities accepting such appointment executed by the successor Exchange Rate Agent.

(d) If the Exchange Rate Agent will resign, be removed or become incapable of acting, or if a vacancy will occur in the office of the Exchange Rate Agent for any cause, with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to the Securities of that or those series (it being understood that any such successor Exchange Rate Agent may be appointed with respect to the Securities of one or more or all of such series and that, unless otherwise specified pursuant to Section 301, at any time there will only be one Exchange Rate Agent with respect to the Securities of any particular series that are originally issued by the Company on the same date and that are initially denominated and/or payable in the same currency, currencies or currency units).

Section 314. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” numbers, and, if so, the Trustee may use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption will not be affected by any defect in or omission of such numbers.

ARTICLE Four

SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Indenture. This Indenture will upon Company Request cease to be of further effect with respect to any series of Securities (except as to any surviving rights of registration of transfer or exchange of Securities of such series expressly provided for herein) and the Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture as to the applicable series when:

(1) either:

(A) all Securities of the applicable series theretofore authenticated and delivered (other than Securities that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 306 and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been cancelled or delivered to the Trustee for cancellation; or

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(B) all Securities of the applicable series not theretofore cancelled or delivered to the Trustee for cancellation:

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year, or

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of clause (B)(i), (B)(ii) or (B)(iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose (a) an amount of cash (in the currency, currencies or currency units in which the applicable Securities are then specified as payable at Stated Maturity), or (b) Government Obligations applicable to the applicable Securities (determined on the basis of the currency, currencies or currency units in which the applicable Securities are then specified as payable at Stated Maturity), which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, money in an amount, or (c) a combination thereof, sufficient, in the case of clauses (b) and (c), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Securities of the applicable series not theretofore cancelled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to, but excluding, the date of the deposit (in the case of Securities that have become due and payable) or to, but excluding, the Stated Maturity or Redemption Date, as the case may be; provided that if on the date of the deposit, the interest payable to, but excluding, or any premium payable on, the Stated Maturity or Redemption Date cannot be calculated, the amount deposited shall be sufficient to the extent that an amount is deposited with the Trustee equal to the interest payable to, but excluding, or the premium payable on, the Stated Maturity or the Redemption Date calculated as of the date of the deposit, with any deficit on the Stated Maturity or Redemption Date, as applicable (any such amount, the “Applicable Deficit”), only required to be deposited with the Trustee on or prior to the Stated Maturity or Redemption Date, as applicable; provided, further, any Applicable Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of the Applicable Deficit that confirms that the Applicable Deficit shall be applied to the interest or other amounts payable at the Stated Maturity or on the Redemption Date, as applicable;

(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company in respect of the applicable series of Securities; and

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(3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee under Section 607, the obligations of the Company to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 401, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

Section 402. Application of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 will be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

ARTICLE Five

REMEDIES

Section 501. Events of Default. “Event of Default,” wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is specifically deleted or modified in or pursuant to a supplemental indenture or Board Resolution (or an Officer’s Certificate executed by an officer of the Company authorized by a Board Resolution) establishing the terms of such series pursuant to this Indenture:

(1) default in the payment of any interest upon any Security of such series when it becomes due and payable, and continuance of the default for a period of 30 days;

(2) default in the payment of the principal of (or premium, if any, on) any Security of such series at its Maturity;

(3) default in the performance, or breach, of any covenant or warranty of the Company or the Guarantor in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section 501 specifically dealt with or which has been expressly included in this Indenture for the benefit of one or more series of Securities other than such series), and continuance of that default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of at least 25% in principal amount of all affected Securities of any series issued under this Indenture then Outstanding (taking such action as one class) a written notice specifying the default or breach and requiring it to be remedied and stating that the notice is a “Notice of Default” hereunder;

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(4) the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company or the Guarantor a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or the Guarantor under any applicable federal or state bankruptcy, insolvency, reorganization or similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or the Guarantor or of all or substantially all of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days;

(5) the institution by the Company or the Guarantor of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or the Guarantor or all or substantially all of their respective properties, or the making by either of them of an assignment for the benefit of creditors, or the admission by either of them in writing of their respective inability to pay their respective debts generally as they become due;

(6) other than by reason of release of the Guarantor in accordance with the terms of this Indenture, the Guarantor’s Guarantee being held in any judicial proceeding to be unenforceable or invalid or ceasing for any reason to be in full force and effect, in each case, relating to the Securities of any series, or the Guarantor denying or disaffirming in writing its obligation under the Guarantee relating to the Securities of any series, and such Guarantee not being issued or returned to full force and effect within, or the denial or disaffirmation not being rescinded, by the date that is 10 days after receipt of a specified written notice to the Guarantor from the Trustee or a holder of Notes of the relevant series; or

(7) any other Event of Default provided with respect to Securities of that series;

provided that an Event of Default with respect to the Securities of a particular series may not constitute an Event of Default with respect to the Securities of any other series.

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Section 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in clause (1), (2), (6) or (7) of Section 501 occurs with respect to the Securities of any series at the time Outstanding and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Securities of such series to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by the Holders), and upon such declaration the principal amount (or specified portion thereof) of all of the Securities of such series will become immediately due and payable. If an Event of Default described in clause (3) of Section 501 occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of all affected Securities of any series issued under this Indenture then Outstanding (taking such action as one class) may declare the principal amount (or, if any such Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of that series) of all affected Outstanding Securities to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by the Holders) and upon any such declaration the principal amount (or specified portion thereof) of all affected outstanding Securities will become immediately due and payable. If an Event of Default described in clause (4) or (5) occurs, then the Outstanding principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as may be specified by the terms of that series) and any accrued interest upon all of the Outstanding Securities will automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities of any series (or of all series, as the case may be) has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of a series (or of more than one series of affected Securities Outstanding (acting as one class), as the case may be), by written notice to the Company, the Guarantor and the Trustee, may rescind and annul an acceleration and its consequences if:

(1) the Company has paid or deposited or caused to be paid or deposited with the Trustee a sum sufficient to pay in the currency, currency units or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)),

(A) all overdue interest on all Outstanding Securities of that series (or of all series, as the case may be),

(B) the principal of (and premium, if any, on) any Outstanding Securities of that series (or of all series, as the case may be) which has become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities,

(C) to the extent that payment of such interest is legally enforceable, interest on any overdue principal (and premium, if any) and on any interest, at the rate or rates prescribed therefor in such Securities, and

(D) in addition thereto, such further amounts as is sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

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(2) all Events of Default with respect to Securities of that series (or of all series, as the case may be), other than the non-payment of the principal of Securities of that series (or of all series, as the case may be) which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:

(1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it or cause to be paid to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal (and premium, if any) and interest and, to the extent that payment of such interest is legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as is sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company or the Guarantor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection of the sums due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or the Guarantor or any other obligor upon the Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or the Guarantor or any other obligor upon the Securities, wherever situated.

If an Event of Default with respect to the Securities of any series (or of all series, as the case may be) occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of that series (or of all series, as the case may be) by appropriate judicial proceedings as the Trustee deems most effectual to protect and enforce those rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

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Section 504. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, the Guarantor or any other obligor upon the Securities or the property of the Company, the Guarantor or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities will then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee will have made any demand on the Company for the payment of overdue principal, premium, if any, or interest) will be entitled and empowered, by intervention in such proceeding or otherwise and, to the extent the Trust Indenture Act applies to this Indenture or any Securities, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee will be authorized,

(i) to file and prove a claim for the whole amount of principal (and premium, if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee will consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

Nothing herein contained will be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 505. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment will, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

Section 506. Application of Money Collected. Any money collected by the Trustee pursuant to this Article will be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Securities, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

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FIRST: To the payment of all amounts due the Trustee under Section 607;

SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively; and

THIRD: The balance, if any, to the Company, its successors or assigns, or to whomever may be lawfully entitled to receive such remainder or as a court of competent jurisdiction will direct.

Section 507. Limitation on Suits. No Holder of any Security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1) the Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

(2) the Holders of not less than 25% in principal amount of the Outstanding Securities of such series in the case of any Event of Default described in clause (1), (2), (6) or (7) of Section 501, or, in the case of any Event of Default not described in clause (1), (2), (6) or (7) of Section 501, the Holders of not less than 25% in principal amount of all affected Outstanding Securities (making such request as one class), will have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) the Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with the written request has been given to the Trustee during the 60-day period by the Holders of not less than a majority in principal amount of the Outstanding Securities of such series in the case of any Event of Default described in clause (1), (2), (6) or (7) of Section 501, or, in the case of any Event of Default not described in clause (1), (2), (6) or (7) of Section 501, by the Holders of not less than a majority in principal amount of all affected Outstanding Securities (making the direction as one class);

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it being understood and intended that no one or more of such Holders will have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of the same series, in the case of any Event of Default described in clause (1), (2), (6) or (7) of Section 501, or of Holders of all affected Securities in the case of any Event of Default not described in clause (1), (2), (6) or (7) of Section 501, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Securities of the same series, in the case of any Event of Default described in clause (1), (2), (6) or (7) of Section 501, or of Holders of all affected Securities in the case of any Event of Default not described in clause (1), (2), (6) or (7) of Section 501.

Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security will have the right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable, Article Fourteen) and in such Security, of the principal of (and premium, if any) and (subject to Section 307) interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights will not be impaired without the consent of such Holder.

Section 509. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then, and in every such case, subject to any determination in such proceeding, the Company, the Guarantor, the Trustee and the Holders of Securities will be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, the Guarantor, the Trustee and the Holders will continue as though no such proceeding had been instituted.

Section 510. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities is intended to be exclusive of any other right or remedy, and every right and remedy will, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

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Section 512. Control by Holders. With respect to the Securities of any series, the Holders of not less than a majority in principal amount of the Outstanding Securities of such series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, relating to or arising under clause (1), (2), (6) or (7) of Section 501, and, with respect to all Securities, the Holders of not less than a majority in principal amount of all affected Outstanding Securities (taking such action as one class) will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, not relating to or arising under clause (1), (2), (6) or (7) of Section 501, provided that in each case

(1) such direction will not be in conflict with any rule of law or with this Indenture, and

(2) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Section 513. Waiver of Past Defaults. Subject to the second paragraph of Section 502, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default described in clause (1), (2), (6) or (7) of Section 501 (or, in the case of a default described in clause (3), (4) or (5) of Section 501, the Holders of not less than a majority in principal amount of all affected Outstanding Securities (taking such action as one class) may waive any such past default), and its consequences, except a default:

(1) in respect of the payment of the principal of (or premium, if any) or interest on any Security, or

(2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, any such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured and will cease to exist, for every purpose of this Indenture; but no such waiver will extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Section 514. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his or her acceptance thereof will be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant, provided, however, that irrespective of whether the Trust Indenture Act applies to this Indenture or any Securities, the provisions of this Section 514 will not apply to any suit instituted by the Company or the Guarantor, to any suit instituted by the Trustee, to any suit relating to or arising under (A) clause (6) of Section 501 and instituted by any Holder of Securities of the affected series, or group of such Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of such series or (B) clause (3), (4) or (5) of Section 501 and instituted by any Holder of Securities, or group of such Holders, holding in the aggregate more than 10% in principal amount of all Outstanding Securities or to any suit instituted by any Holder of any Security for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).

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Section 515. Waiver of Stay or Extension Laws. Each of the Company and the Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Company and the Guarantor (in each case to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE Six

THE TRUSTEE

Section 601. Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Securities of a series,

(1) the Trustee undertakes to perform such duties and only such duties with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to such series will be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, with respect to such series, as to the truth of the statements and the correctness of the opinions expressed therein, and upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(b) In case an Event of Default with respect to the Securities of a series has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her or her own affairs.

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(c) No provision of this Indenture will be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) this subsection will not be construed to limit the effect of subsection (a) of this Section;

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it will be proved that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee will not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with a direction of Holders, given as provided in Section 512, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and

(4) no provision of this Indenture will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601.

Section 602. Notice of Defaults. Within 90 days after the Trustee receives written notice of any default hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner and to the extent provided in Section 106, notice of such default, unless such default will have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee will be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Securities of such series; and provided, further, that in the case of any default of the character specified in Section 501(3) with respect to Securities of such series, no such notice to Holders will be given until at least 90 days after the occurrence thereof. For the purpose of this Section 602, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

Section 603. Certain Rights of Trustee. Subject to the provisions of Section 601:

(a) the Trustee may rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Company mentioned herein will be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

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(c) whenever in the administration of this Indenture the Trustee will deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;

(d) the Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders will have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee will determine to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee will not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(h) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(i) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(j) the Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

(k) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;

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(l) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture; and

(m) in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, pandemics or epidemics, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 604. Trustee Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, will be taken as the statements of the Company and the Guarantor, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

Section 605. May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, of the Guarantor or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company and the Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

Section 606. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee will be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

Section 607. Compensation and Reimbursement. The Company agrees:

(a) to pay or cause to be paid to the Trustee from time to time such compensation as will be agreed in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the Trustee or cause the Trustee to be reimbursed upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

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(c) to indemnify the Trustee for, and to hold it harmless against, any loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(4) or Section 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section 607 will survive the termination of this Indenture.

Section 608. Disqualification; Conflicting Interests. To the extent that the Trust Indenture Act applies to this Indenture or any Securities, if the Trustee has or will acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, if applicable, the Trustee will not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series if all such series rank equally at the time of issuance.

Section 609. Corporate Trustee Required; Eligibility. There will at all times be a Trustee hereunder which will be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000 subject to supervision or examination by federal or state authority. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 609, the combined capital and surplus of such Person will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 609, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 610. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article will become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.

(b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company and the Guarantor 30 days prior to the effectiveness of such resignation. If the instrument of acceptance by a successor Trustee required by Section 611 will not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

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(c) The Trustee may be removed at any time upon 30 days’ written notice with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company and the Guarantor.

(d) If the instrument of acceptance by a successor Trustee required by Section 611 will not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(e) If at any time:

(1) the Trustee will fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,

(2) the Trustee will cease to be eligible under Section 609 and will fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(3) the Trustee will become incapable of acting or will be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property will be appointed or any public officer will take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the Trustee with respect to all Securities, or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

(f) If the Trustee will resign, be removed or become incapable of acting, or if a vacancy will occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there will be only one Trustee with respect to the Securities of any particular series) and will comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series will be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series will have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

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(g) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series in the manner provided for in Section 106. Each notice will include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

Section 611. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee will become effective and such successor Trustee, without any further act, deed or conveyance, will become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of that or those series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) will contain such provisions as will be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, will contain such provisions as will be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring will continue to be vested in the retiring Trustee, and (3) will add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture will constitute such Trustee co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture to resignation or removal of the retiring Trustee will become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, will become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

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(c) Upon request of any such successor Trustee, the Company will execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of this Section 611, as the case may be.

(d) No successor Trustee will accept its appointment unless at the time of such acceptance such successor Trustee will be qualified and eligible under this Article.

Section 612. Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Person will be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities will have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that time any of the Securities will not have been authenticated, any successor Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates will have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee will have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee will apply only to its successor or successors by merger, conversion or consolidation.

Section 613. Preferential Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company, the Guarantor or any other obligor upon the Securities, the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company, the Guarantor or any such other obligor.

Section 614. Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which will be authorized to act on behalf of the Trustee to authenticate Securities of such series for all purposes hereunder, and Securities so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference will be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Company and will at all times be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 614, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this Section 614, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 614.

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Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any Person succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such Person will be otherwise eligible under this Section 614, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent will cease to be eligible in accordance with the provisions of this Section 614, the Trustee may appoint a successor Authenticating Agent which will be acceptable to the Company and will give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner provided for in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section 614.

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 614.

If an appointment with respect to one or more series is made pursuant to this Section 614, the Securities of such series may have endorsed thereon an alternate certificate of authentication to the Trustee’s certificate of authentications set forth in Section 202, in the following form.

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
	as Trustee
	By
		as Authenticating Agent
	By
		Authorized Signatory

Dated: ________________

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ARTICLE Seven

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701. Company to Furnish Trustee Names and Addresses of Holders. To the extent that the Trust Indenture Act applies to this Indenture or any Securities, the Company will furnish or cause to be furnished to the Trustee:

(a) semiannually, not more than 15 days after each March 1 and September 1, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of such March 1 or September 1, and

(b) at such other times as the Trustee may request in writing, within 90 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar and provided that if the Trustee will be the Security Registrar for such series, such lists will not be required to be furnished.

Section 702. Preservation of Information; Communications to Holders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Securities (1) contained in the most recent list furnished to it as provided in Section 701 and (2) received by it in the capacity of Paying Agent or Security Registrar (if so acting) hereunder. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

(b) To the extent that the Trust Indenture Act applies to this Indenture or any Securities, the rights of the Holders to communicate with other Holders of Securities of the same series or of all series with respect to their rights under this Indenture or under the Securities of such series or of all series, as the case may be, and the corresponding rights and privileges of the Trustee, will be as provided by the Trust Indenture Act.

(c) Every Holder of Securities, by receiving and holding the same, agrees with the Company, the Guarantor and the Trustee that none of the Company, the Guarantor, the Trustee or any agent of any of them will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders made pursuant to the Trust Indenture Act.

Section 703. Reports by Trustee. (a) During any time period in which the Trust Indenture Act applies to this Indenture or any Securities, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

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(b) A copy of each such report will, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange upon which any Securities are listed, with the Commission and with the Company. During any time period in which the Trust Indenture Act applies to this Indenture or any Securities, the Company will promptly notify the Trustee when any Securities are listed on any securities exchange and of any delisting thereof.

Section 704. Reports by the Guarantor.

(a) The Guarantor shall file with the Trustee, within 15 days after the Guarantor is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Guarantor is required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended. The Guarantor will be deemed to have complied with the obligations described in the immediately previous sentence to the extent that the information, documents and reports are filed with the Commission via EDGAR (or any successor electronic delivery procedure) and posted on the Guarantor’s website or otherwise publicly available. Delivery of the reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt shall not constitute constructive or actual knowledge or notice of any information contained therein or determinable from information contained therein, including the Guarantor’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates of the Guarantor).

(b) During any time period in which the Trust Indenture Act does not apply to this Indenture or the Securities of any series, for so long as any such Securities remain outstanding, the Guarantor will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act of 1933, as amended.

ARTICLE Eight

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801. Company May Consolidate, Etc., Only on Certain Terms. The Company will not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, unless:

(1) the Person formed by the consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Company is a Person organized and existing under the laws of Luxembourg, the United States of America, any State thereof or the District of Columbia, or any country which is, on the date hereof, a member state of the European Union, and expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, the Company’s obligation for the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;

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(2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

(3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article.

The Guarantor will not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, unless:

(1) the Person formed by the consolidation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Guarantor is a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, the Guarantor’s obligation under Section 1501 and the performance of every covenant of this Indenture on the part of the Guarantor to be performed or observed;

(3) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article.

This Section 801 will only apply to a merger or consolidation in which the Company or the Guarantor, as applicable, is not the surviving Person and to conveyances, leases and transfers by the Company or the Guarantor, as applicable, as transferor or lessor.

Section 802. Successor Person Substituted. Upon any consolidation by the Company or the Guarantor with or merger by the Company or the Guarantor into any other Person or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Company or the Guarantor in accordance with Section 801, the successor Person formed by the consolidation or into which the Company or the Guarantor is merged or to which the conveyance, transfer or lease is made will succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor, as applicable, under this Indenture with the same effect as if the successor Person had been named as the Company or the Guarantor, as applicable, herein. In the event of any such conveyance or transfer, the Company (which term shall for this purpose mean the Person named as the “Company” in the first paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 801) or the Guarantor (which term shall for this purpose mean the Person named as the “Guarantor” in the first paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 801), except in the case of a lease, will be discharged of all obligations and covenants under this Indenture and the Securities. In case of any such consolidation, merger, conveyance, transfer or lease, certain changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

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ARTICLE Nine

SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or other instruments, in form reasonably satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company or the Guarantor and provide for the assumption by a successor Person of the Company’s or the Guarantor’s obligations under this Indenture and the Securities, in each case in compliance with the provisions hereof and thereof;

(2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders (and if such covenants are to be applicable to less than all series of Securities, stating that such covenants are being included solely with respect to the applicable series) or to surrender any right or power conferred upon the Company or the Guarantor herein;

(3) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are being included solely with respect to the applicable series);

(4) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall (i) neither (A) apply to any Securities of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) become effective only when there is no Security Outstanding of any series;

(5) to secure the Securities pursuant to the requirements of Section 1006 or otherwise;

(6) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301;

(7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611;

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(8) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided such action will not adversely affect the interests of the Holders of Securities of any particular series in any material respect;

(9) to supplement any of the provisions of this Indenture to the extent as necessary to permit or facilitate the defeasance and/or discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action does not adversely affect the interests of the Holders of Securities of that series or any other series of Securities in any material respect;

(10) to provide for the guarantee by any Person of any series of previously issued and Outstanding Securities;

(11) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture is executed or any corresponding provision in any similar federal statute thereafter enacted;

(12) to conform to any mandatory provisions of law and in particular to comply with the requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act;

(13) to conform the terms of this Indenture and the Securities to any provision or other description of the Securities, as the case may be, contained in an offering document related thereto;

(14) to provide for the issuance of any additional Securities under this Indenture;

(15) to comply with the rules of any applicable securities depositary; or

(16) to make any change in any series of Securities or to add to this Indenture such provisions that do not adversely affect in any material respect the interests of the Holders of such Securities.

Section 902. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of Outstanding Securities of all series affected by such supplemental indenture (voting as one class) by Act; provided, no modification or amendment may without the consent of the Holder of each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or change any Place of Payment where, or the coin, currency, currencies, currency units or composite currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be);

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(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or

(3) modify any of the provisions of this Section 902, Section 513 or Section 1008, except to increase any applicable percentage or to provide that other specified provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, this clause will not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 902 and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 611(b) and 901(7).

A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It will not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it will be sufficient if such Act approves the substance thereof.

Section 903. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive (other than in connection with the execution of any supplemental indenture on the date of original issuance of Securities under this Indenture), and (subject to Section 601) shall be fully protected in relying upon, an Officer’s Certificate and Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 904. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

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Section 905. Conformity with Trust Indenture Act. To the extent that the Trust Indenture Act applies to this Indenture or any Securities, every supplemental indenture executed pursuant to this Article will conform to the requirements of the Trust Indenture Act as then in effect.

Section 906. Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and will if required by the Company, bear a notation in form approved by the Company as to any matter provided for in such supplemental indenture. If the Company will so determine, new Securities of any series so modified as to conform, in the opinion of the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

Section 907. Waiver of Compliance by Holders. Anything in this Indenture to the contrary notwithstanding, any of the acts which the Company or the Guarantor is required to do, or is prohibited from doing, by any of the provisions of this Indenture may, to the extent that such provisions might be changed or eliminated by a supplemental indenture pursuant to Section 902 upon consent of Holders of not less than a majority in aggregate principal amount of the then Outstanding Securities of all series affected (voting as one class), be omitted or done by the Company or the Guarantor if there is obtained the prior consent or waiver of the Holders of at least a majority in aggregate principal amount of the then Outstanding Securities of all such series (voting as one class).

ARTICLE Ten

COVENANTS

Section 1001. Payment of Principal, Premium and Interest. The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of (and premium, if any) and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

Section 1002. Maintenance of Office or Agency. The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company initially appoints the Trustee acting through its Corporate Trust Office, as its agent for said purposes. The Company will give prompt written notice to the Trustee of any change in the location of such office or agency. If at any time the Company will fail to maintain any such required office or agency or will fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

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The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a currency other than Dollars or (ii) may be payable in a currency other than Dollars, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Section 1003. Money for Securities Payments to Be Held in Trust. If the Company will at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency, currencies or currency units in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums will be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company will have one or more Paying Agents for any series of Securities, it will, prior to or on each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum (in the currency, currencies or currency units described in the preceding paragraph) sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act to the extent that the Trust Indenture Act applies to this Indenture or any Securities, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities other than the Trustee or the Company to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent will:

(1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that series in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided and comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent to the extent that the Trust Indenture Act applies hereto;

(2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment of principal (and premium, if any) or interest on the Securities of that series; and

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(3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) and interest on any Security of that series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable will be paid to the Company on Company Request, or (if then held by the Company) will be discharged from such trust; and the Holder of such Security will thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease.

Section 1004. Statement as to Compliance. The Company will deliver to the Trustee, within 120 days after the end of each year, commencing with the year ending December 31, 2021, a written statement signed by the principal executive officer, principal financial officer or principal accounting officer of the Company, stating, as to each signer thereof, that in the course of the performance by the signers of their duties as officers of the Company they would normally have knowledge of any default by the Company in the performance of any of its covenants, conditions or agreements contained herein (without regard to any period of grace or requirements of notice provided hereunder), stating whether or not they have knowledge of any such default and, if so, specifying such default of which the signers have knowledge and the nature thereof. The Guarantor will deliver to the Trustee, within 120 days after the end of each fiscal year, commencing with its fiscal year ending December 31, 2021, a written statement signed by the principal executive officer, principal financial officer or principal accounting officer of the Guarantor, stating, as to each signer thereof, that in the course of the performance by the signers of their duties as officers of the Guarantor they would normally have knowledge of any default by the Guarantor in the performance of any of its covenants, conditions or agreements contained herein (without regard to any period of grace or requirements of notice provided hereunder), stating whether or not they have knowledge of any such default and, if so, specifying such default of which the signers have knowledge and the nature thereof.

Section 1005. Existence. Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence. Subject to Article Eight, the Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

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Section 1006. Limitation upon Liens. The Guarantor will not itself, and will not permit any Wholly-Owned Domestic Manufacturing Subsidiary to, create, incur, issue or assume any Debt secured by a Lien on any Principal Property owned by the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary, and the Guarantor will not itself, and will not permit any Subsidiary to, create, incur, issue or assume any Debt secured by any Lien on any equity interests or Debt of any Wholly-Owned Domestic Manufacturing Subsidiary, without in any such case effectively providing that, the Securities (together with, if the Guarantor shall so determine, any other Debt of the Guarantor then existing or thereafter created which is not subordinate in right of payment to the Securities) will be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding plus Attributable Debt of the Guarantor and its Wholly-Owned Domestic Manufacturing Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1007) involving Principal Properties entered into after the date the Securities of the applicable series are first issued (other than such sale and leaseback transactions as are permitted by Section 1007(b)) would not exceed an amount equal to 10% of Consolidated Net Total Assets of the Guarantor; provided, that nothing contained in this Section 1006 will prevent, restrict or apply to, and there will be excluded from secured Debt in any computation under this Section 1006, Debt secured by:

(a) Liens on any property or assets of the Guarantor or any Subsidiary (including equity interests or Debt owned by the Guarantor or any Subsidiary) existing as of the date the Securities of the applicable series are first issued;

(b) Liens on any property or assets of, or on any equity interests or Debt of, any Person existing at the time such Person becomes a Wholly-Owned Domestic Manufacturing Subsidiary, or arising thereafter (i) otherwise than in connection with the borrowing of money arranged thereafter and (ii) pursuant to contractual commitments entered into prior to and not in contemplation of such Person’s becoming a Wholly-Owned Domestic Manufacturing Subsidiary;

(c) Liens on any property or assets or equity interests or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or securing the payment of all or any part of the purchase price or construction cost thereof or securing any Debt incurred prior to, at the time of or within 120 days after, the acquisition of such property or assets or equity interests or Debt or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof (provided that such Liens are limited to such equity interests or Debt or such other property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property);

(d) Liens on any property or assets to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after, the completion of such development, operation, construction, alteration, repair or improvement, whichever is later, for the purpose of financing all or any part of such cost (provided that such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property);

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(e) Liens which secure Debt owing by a Subsidiary to the Guarantor or to a Wholly-Owned Domestic Manufacturing Subsidiary;

(f) Liens arising from the assignment of moneys due and to become due under contracts between the Guarantor or any Subsidiary and the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, pursuant to the provisions of any contract not directly or indirectly in connection with securing Debt;

(g) any materialmen’s, carriers’, mechanics’, workmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations which are not overdue or which are being contested in good faith by appropriate proceedings; any deposit or pledge as security for the performance of any bid, tender, contract, lease, or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Guarantor or any Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’, workmen’s, repairmen’s, materialmen’s or warehousemen’s Liens or the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; Liens for Taxes levied or imposed upon the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary or upon the income, profits or property of the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary or Liens on any Principal Property of the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary arising from claims from labor, materials or supplies; provided that either such Tax is not overdue or that the amount, applicability or validity of such Tax or claim is being contested in good faith by appropriate proceedings; or other deposits or pledges similar to those referred to in this subdivision (g);

(h) Liens arising by reason of any judgment, decree or order of any court, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; any deposit or pledge with any surety Guarantor or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the Guarantor or any Subsidiary, or in connection with other proceedings or actions at law or in equity by or against the Guarantor or any Subsidiary; and

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(i) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any of the Liens referred to in subdivisions (a) through (h) above or the Debt secured thereby; provided that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets or equity interests or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such property, and plus any other property or assets not then constituting a Principal Property) and (2) in the case of subdivisions (a) through (c) above, the Debt secured by such Lien at such time is not increased.

For the purposes of this Section 1006 and Section 1007, the giving of a guarantee which is secured by a Lien on a Principal Property, and the creation of a Lien on a Principal Property or equity interests or Debt to secure Debt which existed prior to the creation of such Lien, will be deemed to involve the creation of Debt in an amount equal to the principal amount guaranteed or secured by the Lien; however, the amount of Debt secured by Liens on Principal Properties and equity interests and Debt will be computed without cumulating the underlying indebtedness with any guarantee thereof or Lien securing the same.

For purposes of this Section 1006 and Section 1007, the following will not be deemed to be Liens securing Debt, and, accordingly, nothing contained in this Section or Section 1007 will prevent, restrict or apply to: (a) any acquisition by the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary of any property or assets subject to any reservation or exception under the terms of which any vendor, lessor or assignor creates, reserves or excepts or has created, reserved or excepted an interest in oil, gas and/or any other mineral and/or the process thereof, (b) any conveyance or assignment under the terms of which the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary conveys or assigns to any Person or Persons an interest in oil, gas and/or any other mineral and/or the proceeds thereof, or (c) any Lien upon any property or assets owned or leased by the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary or in which the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary owns an interest to secure to the Person or Persons paying the expenses of developing and/or conducting operations for the recovery, storage, transportation and/or sale of the mineral resources of the said property (or property with which it is utilized) the payment to such Person or Persons of the Guarantor’s or the Wholly-Owned Domestic Manufacturing Subsidiary’s proportionate part of such development and/or operating expense.

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Section 1007. Limitations upon Sales and Leasebacks. The Guarantor will not itself, and will not permit any Wholly-Owned Domestic Manufacturing Subsidiary to, enter into any arrangement on or after the date the Securities of the applicable series are first issued with any bank, insurance company or other lender or investor (other than the Guarantor or another Wholly-Owned Domestic Manufacturing Subsidiary) providing for the leasing by the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary of any Principal Property (except a lease for a temporary period not to exceed three years by the end of which it is intended that the use of such Principal Property by the lessee will be discontinued), which was or is owned by the Guarantor or a Wholly-Owned Domestic Manufacturing Subsidiary and which has been or is to be sold or transferred, more than 365 days after the completion of construction and commencement of full operation thereof by the Guarantor or such Wholly-Owned Domestic Manufacturing Subsidiary, to such bank, insurance Guarantor, lender or investor or to any Person to whom funds have been or are to be advanced by such bank, insurance company, lender or investor on the security of such Principal Property (herein referred to as a “sale and leaseback transaction”) unless, either:

(a) the Attributable Debt of the Guarantor and its Wholly-Owned Domestic Manufacturing Subsidiaries in respect of such sale and leaseback transaction and all other sale and leaseback transactions entered into after the date the Securities of the applicable series are first issued (other than such sale and leaseback transactions as are permitted by Section 1007(b)), plus the aggregate principal amount of Debt secured by Liens on Principal Properties then outstanding (excluding any such Debt secured by Liens covered in subdivisions (a) through (i) of the first paragraph of Section 1006) without equally and ratably securing the Securities, would not exceed 10% of Consolidated Net Total Assets, or

(b) the Guarantor, within 365 days after the sale or transfer, applies or causes a Wholly-Owned Domestic Manufacturing Subsidiary to apply an amount equal to the greater of the net proceeds of such sale or transfer or fair market value of the Principal Property so sold and leased back at the time of entering into such sale and leaseback transaction (in either case as determined by any two of the following: the Chairman, Chief Executive Officer, Chief Financial Officer, the President, any Vice President, the Treasurer and the Controller of the Guarantor) to the retirement of Securities of any series Outstanding or other indebtedness of the Guarantor (other than indebtedness subordinated in right of payment to the Securities) or indebtedness of a Wholly-Owned Domestic Manufacturing Subsidiary, for money borrowed, having a stated maturity more than 12 months from the date of such application or which is extendible at the option of the obligor thereon to a date more than 12 months from the date of such application (and, unless otherwise expressly provided with respect to any one or more series of Securities Outstanding, any redemption of Securities pursuant to this provision shall not be deemed to constitute a refunding operation or anticipated refunding operation for the purposes of any provision limiting the Guarantor’s right to redeem Securities of any one or more such series when such redemption involves a refunding operation or anticipated refunding operation); provided that the amount to be so applied will be reduced by (i) the principal amount of Outstanding Securities delivered within 120 days after such sale or transfer to the Trustee for retirement and cancellation, and (ii) the principal amount of any such indebtedness of the Guarantor or a Wholly-Owned Domestic Manufacturing Subsidiary, other than such Securities, voluntarily retired by the Guarantor or a Wholly-Owned Domestic Manufacturing Subsidiary within 120 days after such sale or transfer. Notwithstanding the foregoing, no retirement referred to in this subdivision (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Notwithstanding the foregoing, where the Guarantor or any Wholly-Owned Domestic Manufacturing Subsidiary is the lessee in any sale and leaseback transaction, Attributable Debt will not include any Debt resulting from the guarantee by the Guarantor or any other Wholly-Owned Domestic Manufacturing Subsidiary of the lessee’s obligation thereunder.

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Section 1008. Waiver of Certain Covenants. The Company or the Guarantor may omit, in respect of one or more series of affected Securities, in any particular instance to comply with any covenant or condition applicable to such Securities, if before or after the time for such compliance the Holders of at least a majority in principal amount of the then Outstanding Securities of all series affected (voting as one class) will, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver will extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver will become effective, the obligations of the Company or the Guarantor and the duties of the Trustee in respect of any such covenant or condition will remain in full force and effect.

Section 1009. Offer to Purchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event with respect to a series of Securities, unless the Company has exercised its right to redeem the Securities of such series by giving irrevocable notice on or prior to the 30^th day after the Change of Control Triggering Event in accordance with this Indenture, each Holder of the Securities of such series will have the right to require the Company to purchase all or a portion of such Holder’s Securities of such series pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but excluding, the Change of Control Payment Date (as defined below) (the “Change of Control Payment”). If the Change of Control Payment Date is (a) on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day and/or (b) on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the person in whose name the Security is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Securities are subject to purchase by the Company.

Within 30 days following the date upon which the Change of Control Triggering Event occurs or, at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will be required to mail or otherwise deliver in accordance with the applicable procedures of DTC, Euroclear or Clearstream a notice to each Holder of Securities of the applicable series, which notice will govern the terms of the Change of Control Offer. Such notice will state the purchase date, which must be no earlier than 15 days nor later than 60 days from the date such notice is mailed or otherwise delivered in accordance with the applicable procedures of DTC, Euroclear or Clearstream (or, in the case of a notice mailed or otherwise delivered in accordance with the applicable procedures of DTC, Euroclear or Clearstream prior to the date of consummation of a Change of Control, no earlier than 15 days nor later than 60 days from the date of the Change of Control Triggering Event), other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed or otherwise delivered in accordance with the applicable procedures of DTC, Euroclear or Clearstream prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.

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On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) Accept or cause a third party to accept for payment all the Securities of the applicable series properly tendered pursuant to the Change of Control Offer;

(2) Deposit or cause a third party to deposit with the applicable Paying Agent an amount equal to the Change of Control Payment in respect of all the Securities of the applicable series properly tendered; and

(3) Deliver or cause to be delivered to the Trustee the Securities of the applicable series properly accepted together with an Officer’s Certificate stating the aggregate principal amount of the Securities of each series being purchased.

The Company will not be required to make a Change of Control Offer with respect to the Securities of the applicable series if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all the Securities of the applicable series properly tendered and not withdrawn under its offer. In addition, the Company will not purchase any Securities of the applicable series if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default in the payment of the Change of Control Payment on the Change of Control Payment Date.

In connection with any Change of Control Offer for any series of Securities, if Holders of not less than 90% in aggregate principal amount of the outstanding Securities of such series validly tender and do not withdraw such Securities in the Change of Control Offer and the Company, or any third party making the Change of Control Offer in lieu of the Company as described above, purchases all of those Securities validly tendered and not withdrawn by the holders, the Company or such third party will have the right, upon not less than 15 but not more than 60 days’ notice mailed or otherwise delivered in accordance with the applicable procedures of DTC, Euroclear or Clearstream by the Company to each holder of such Securities (provided, that the notice is given not more than 30 days following the purchase date in respect of such Change of Control Offer), to redeem all the Securities of such series that remain outstanding following such purchase at a price in cash equal to 101% of the outstanding principal amount of the Securities plus accrued and unpaid interest, if any, to, but excluding, the applicable purchase date (it being agreed that if the purchase date is (a) on a day that is not a Business Day, the related payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day and/or (b) on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the person in whose name the Security is registered at the close of business on such Record Date, and no additional interest will be payable to holders whose Securities are subject to purchase by the Company).

The Company must comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase of the Securities of the applicable series as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Securities of the applicable series, the Company will be required to comply with those securities laws and regulations and will not be deemed to have breached its obligations under this Indenture with respect to the Securities of such series by virtue of any such conflict.

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The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the assets of the Guarantor and its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise, established definition of the phrase under applicable law. Accordingly, the applicability of the requirement that the Company offer to purchase the Securities as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Guarantor and its subsidiaries taken as a whole to another “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) may be uncertain.

SECTION 1010. Foreign Account Tax Compliance Act (FATCA). In order to comply with such law as requires deduction of any withholding tax required to be withheld under Section 1471(b) of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof (“Applicable Law”), the Issuer and The Bank of New York Mellon Trust Company, N.A. agree (i) to use commercially reasonable efforts to provide to each other such information as each may have in its possession about holders or other applicable parties and/or transactions (including any modification to the terms of such transactions) so each of the Issuer and The Bank of New York Mellon Trust Company, N.A. can determine whether it has tax-related obligations under Applicable Law, and (ii) that the Issuer and The Bank of New York Mellon Trust Company, N.A. shall be entitled to make any withholding or deduction in respect of Taxes from payments under this Indenture to the extent necessary to comply with Applicable Law for which neither the Issuer nor The Bank of New York Mellon Trust Company, N.A. shall have any liability other than as a result of its negligence or willful misconduct. Nothing in the immediately preceding sentence shall be construed as obligating the Issuer or The Bank of New York Mellon Trust Company, N.A. to make any “gross up” payment or similar reimbursement in connection with a payment in respect of which amounts are so withheld or deducted. The terms of this section shall survive the termination of this Indenture.

ARTICLE Eleven

REDEMPTION OF SECURITIES

Section 1101. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity will be redeemable in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.

Section 1102. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities will be evidenced by an Officer’s Certificate or a Board Resolution. The Company will, at least 20 days prior to the Redemption Date fixed by the Company (unless a shorter notice will be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company will furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction.

Section 1103. Selection by Trustee of Securities to Be Redeemed. Except as otherwise provided in the terms of a particular series of Securities, if less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed will be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee will deem fair and appropriate.

The Trustee will promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities will relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities that has been or is to be redeemed. If the Company will so direct, Securities registered in the name of the Company, any Affiliate or any Subsidiary thereof will not be included in the Securities selected for redemption.

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Section 1104. Notice of Redemption. Notice of redemption will be mailed or otherwise delivered in accordance with the applicable procedures of the Depositary (or delivered electronically if held by DTC in accordance with DTC’s customary procedures or Euroclear or Clearstream in accordance with Euroclear’s or Clearstream’s customary procedures, as applicable) not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, in the case of any notice of redemption mailed to Holders, at such Holder’s address appearing in the Security Register.

All notices of redemption will identify the Securities to redeemed (including CUSIP number if any) and will state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and the principal amounts) of the particular Securities to be redeemed,

(4) that on the Redemption Date the Redemption Price (together with accrued interest to, but excluding, the Redemption Date payable as provided in Section 1106) will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

(5) the place or places where such Securities are to be surrendered for payment of the Redemption Price, and

(6) that the redemption is for a sinking fund, if such is the case.

Notice of redemption of Securities to be redeemed at the election of the Company will be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. Any notice of redemption of any series of Securities may, at the Company’s discretion, be subject to one or more conditions precedent with respect to completion of a corporate transaction (including, but not limited to, any merger, acquisition, disposition, asset sale or corporate restructuring or reorganization) or financing (including, but not limited to, any incurrence of indebtedness (or entering into a commitment with respect thereto), sale and leaseback transaction, issuance of securities, equity offering or contribution, liability management transaction or other capital raise) and may be given prior to the completion thereof. If a redemption or purchase is subject to satisfaction of one or more conditions precedent, the notice will describe each condition, and the notice may be rescinded in the event that any or all of the conditions will not have been satisfied by the Redemption Date. Any notice of redemption may provide that payment of the Redemption Price and the Company’s obligations with respect to such redemption may be performed by another person. The notice if mailed or delivered in the manner herein provided will be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, a failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part will not affect the validity of the proceedings for the redemption of any other Security.

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Section 1105. Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, the Company shall segregate and hold in trust as provided in Section 1003) an amount of money in the currency, currencies or currency units in which the Securities of such series are payable (except as otherwise specified pursuant to for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the Redemption Price of, and any accrued interest on, all the Securities that are to be redeemed on that date.

Section 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed will, on the Redemption Date, become due and payable at the Redemption Price therein specified in the currency, currencies or currency units in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) (together with accrued interest, if any, to, but excluding, the Redemption Date), and from and after such date (unless the Company will default in the payment of the Redemption Price and accrued interest) such Securities will cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security will be paid by the Company at the Redemption Price, together with accrued interest to, but excluding, the Redemption Date; provided that installments of interest on Securities whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

If any Security called for redemption will not be so paid upon surrender thereof for redemption, the principal (and premium, if any) will, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

Section 1107. Securities Redeemed in Part. If any Security (including any Security in global form) which is to be redeemed only in part will be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his or her attorney duly authorized in writing), then the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered; provided that if a global security is so surrendered, the new global security will be in a denomination equal to the unredeemed portion of the principal of the global security so surrendered.

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ARTICLE Twelve

SINKING FUNDS

Section 1201. Applicability of Article. Retirements of Securities of any series pursuant to any sinking fund will be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment will be applied to the redemption (or purchase by tender or otherwise) of Securities of any series as provided for by the terms of Securities of such series.

Section 1202. Satisfaction of Sinking Fund Payments with Securities. The Company may (1) deliver to the Trustee Outstanding Securities of a series (other than any previously called for redemption), and (2) receive credit for Securities of a series which have been previously delivered to the Trustee by the Company or for Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of the same series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited. Such Securities will be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment will be reduced accordingly.

Section 1203. Redemption of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the currency, currencies or currency units in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be satisfied by delivering or crediting Securities of that series pursuant to Section 1202 (which Securities will, if not previously delivered, accompany such certificate) and whether the Company intends to exercise its right to make a permitted optional sinking fund payment with respect to such series. Such certificate will be irrevocable and upon its delivery the Company will be obligated to make the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In the case of the failure of the Company to deliver such certificate, the sinking fund payment due on the next succeeding sinking fund payment date for that series will be paid entirely in cash and will be sufficient to redeem the principal amount of such Securities subject to a mandatory sinking fund payment without the option to deliver or credit Securities as provided in Section 1202 and without the right to make any optional sinking fund payment, if any, with respect to such series.

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Not more than 60 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities will be made upon the terms and in the manner stated in Sections 1106 and 1107.

Prior to any sinking fund payment date, the Company shall pay or cause to be paid to the Trustee in cash a sum equal to any interest accrued to, but excluding, the date fixed for redemption of Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section 1203.

Notwithstanding the foregoing, with respect to a sinking fund for any series of Securities, if at any time the amount of cash to be paid into such sinking fund on the next succeeding sinking fund payment date, together with any unused balance of any preceding sinking fund payment or payments for such series, will not exceed in the aggregate $100,000, the Trustee, unless requested by the Company, shall not give the next succeeding notice of the redemption of Securities of such series through the operation of the sinking fund. Such unused balance of moneys deposited in such sinking fund will be added to the sinking fund payment for such series to be made in cash in the next succeeding year or, at the request of the Company, will be applied at any time or from time to time to the purchase of Securities of such series, by public or private purchase, in the open market or otherwise, at not in excess of (excluding accrued interest and brokerage commissions, for which the Trustee or any paying agent will be reimbursed by the Company) the principal amount thereof.

ARTICLE Thirteen

REPAYMENT AT OPTION OF HOLDERS

Section 1301. Applicability of Article. Except as set forth in Section 1009, repayment of Securities of any series before their Stated Maturity at the option of Holders thereof will be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.

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Section 1302. Repayment of Securities. Securities of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest thereon accrued to, but excluding, the Repayment Date specified in the terms of such Securities. The Company covenants that on or before the Repayment Date it will deposit or cause to be deposited with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the currency, currencies or currency units in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such Series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal (or, if so provided by the terms of the Securities of any series, a percentage of the principal) of, and (except if the Repayment Date will be an Interest Payment Date) accrued interest to, but excluding, the Repayment Date, on, all the Securities or portions thereof, as the case may be, to be repaid on such date.

Section 1303. Exercise of Option. Securities of any series subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such Securities. To be repaid at the option of the Holder, any Security so providing for such repayment, with the “Option to Elect Repayment” form on the reverse of such Security duly completed by the Holder, must be received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place or places or which the Company shall from time to time notify the Holders of such Securities) not earlier than 45 days nor later than 30 days prior to the Repayment Date. If less than the entire principal amount of such Security is to be repaid in accordance with the terms of such security, the principal amount of such Security to be repaid, in increments of the minimum denomination for Securities of such series, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid must be specified. The principal amount of any Security providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security would be less than the minimum authorized denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the repayment option by the Holder will be irrevocable unless waived by the Company.

Section 1304. When Securities Presented for Repayment Become Due and Payable. If Securities of any series providing for repayment at the option of the Holders thereof will have been surrendered as provided in this Article and as provided by the terms of such Securities, such securities or the portions thereof, as the case may be, to be repaid will become due and payable and will be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date (unless the Company will default in the payment of such Securities on such Repayment Date) interest on such securities or the portions thereof, as the case may be, will cease to accrue.

Section 1305. Securities Repaid in Part. Upon surrender of any Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Security or Securities of the same series, of any authorized denomination specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid.

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ARTICLE Fourteen

DEFEASANCE AND COVENANT DEFEASANCE

Section 1401. Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance. If pursuant to Section 301 provision is made for either or both of (a) defeasance of the Securities of or within a series under Section 1402 or (b) covenant defeasance of the Securities of or within a series under Section 1403, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article Fourteen (with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities), will be applicable to such Securities, and the Company may at its option, at any time, with respect to such Securities, elect to have either Section 1402 (if applicable) or Section 1403 (if applicable) be applied to such Outstanding Securities upon compliance with the conditions set forth below in this Article Fourteen and the Guarantor may at its option, at any time, with respect to such Securities, elect to have Section 1403 (if applicable) be applied to such Outstanding Securities upon compliance with the conditions set forth below in this Article Fourteen.

Section 1402. Defeasance. Upon the Company’s exercise of the above option applicable to this Section 1402 with respect to any Securities of or within a series, the Company will be deemed to have been discharged from its obligations with respect to such Outstanding Securities on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company will be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which will thereafter be deemed to be “Outstanding” only for the purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which will survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003 Securities, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article Fourteen. Subject to compliance with this Article Fourteen, the Company may exercise its option under this Section 1402 notwithstanding the prior exercise of its option under Section 1403 with respect to such Securities.

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Section 1403. Covenant Defeasance. Upon the Company’s or the Guarantor’s exercise of the above option applicable to this Section 1403 with respect to any Securities of or within a series, the Company or the Guarantor, as applicable, will be released from its obligations under Sections 801, 1005, 1006 and 1007, and, if specified pursuant to Section 301, its obligations under any other covenant, with respect to such Outstanding Securities on and after the date the conditions set forth below are satisfied (hereinafter, “covenant defeasance”), and such Securities will thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with Sections 801, 1005, 1006 and 1007, or such other covenant, but will continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities, the Company or the Guarantor, as applicable, may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply will not constitute a default or an Event of Default under Section 501(3) or Section 501(6) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby.

Section 1404. Conditions to Defeasance or Covenant Defeasance. The following will be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities:

(1) The Company must deposit or cause to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) an amount of cash (in such currency, currencies or currency units in which the applicable Securities are then specified as payable at Stated Maturity), (B) Government Obligations applicable to the applicable Securities (determined on the basis of the currency, currencies or currency units in which the applicable Securities are then specified as payable at Stated Maturity), which through the payment of principal and interest in respect thereof in accordance with their terms will provide money in an amount, or (C) a combination thereof, sufficient, in the case of clauses (B) and (C) in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest on the applicable Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities.

(2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit.

(3) Such defeasance or covenant defeasance shall not cause the Trustee for such Securities to have a conflicting interest as defined in Section 608 and (to the extent that the Trust Indenture Act applies to this Indenture or any Securities) for purposes of the Trust Indenture Act with respect to any securities of the Company.

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(4) In the case of an election under Section 1402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that either (x) the Internal Revenue Service has published a ruling or the Company has received a ruling from the Internal Revenue Service, or (y) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of such Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.

(5) In the case of an election under Section 1403, the Company or the Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.

(6) Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 301.

(7) The Company or the Guarantor, as applicable, shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.

Section 1405. Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee collectively for purposes of this Section 1405, the “Trustee”) pursuant to Section 1404(1) in respect of any Outstanding Securities of such series will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law.

Unless otherwise specified with respect to any Security pursuant to Section 301, if, after a deposit referred to in Section 1404(1) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 312(b) or the terms of such Security to receive payment in a currency or currency unit other than that in which the deposit pursuant to Section 1404(1) has been made in respect of such Security, or (b) a Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the terms of any Security in respect of which the deposit pursuant to Section 1404(1) has been made, the indebtedness represented by such Security will be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (premium, if any, on), and interest, if any, on such Security as they become due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the currency or currency unit in which such Security becomes payable as a result of such election or Conversion Event based on the applicable Market Exchange Rate for such currency or currency unit in effect on the second Business Day prior to each payment date, except, with respect to a Conversion Event, for such currency or currency unit in effect (as nearly as feasible) at the time of the Conversion Event.

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The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 1404(1) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such outstanding Securities.

Anything in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404(1) which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

ARTICLE Fifteen

GUARANTEE

Section 1501. Guarantee.

(1) The Guarantor hereby fully and unconditionally guarantees to each Holder and to the Trustee the full and punctual payment when due, whether at stated maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture and the Securities, whether for payment of principal of, or interest on or premium, if any, on, the Securities and all other monetary obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor, and that the Guarantor shall remain bound under this Article notwithstanding any extension or renewal of any Guaranteed Obligation.

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(2) The Guarantor waives presentation to, demand of payment from, and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Guarantor hereunder are unconditional and absolute and shall not be released, discharged or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of the Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture or the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in this Indenture or any Security; (f) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (g) any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, or interest on any Security or any other amount payable by the Company under this Indenture; or (h) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 1501(2), constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder (other than payment in full).

(3) The Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or the Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Guarantor hereunder. The Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against the Guarantor.

(4) The Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.

(5) Except as expressly set forth in Section 15.01(8), the Guarantor agrees that its Guarantee shall remain in full force and effect until the payment in full of all the Guaranteed Obligations. The Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.

(6) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to pay any other Guaranteed Obligation, the Guarantor, hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (a) the unpaid principal amount of such Guaranteed Obligations and (b) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law).

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(7) The Guarantor shall be subrogated to all rights of the Holders of any series of Securities and the Trustee against the Company in respect of any amounts paid to such Holders and the Trustee by the Guarantor pursuant to the provisions of the Guarantee; provided that the Guarantor shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. The Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (b) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in this Indenture, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Section 1501.

(8) The Guarantee of the Securities of any series shall be automatically released and discharged upon (a) the exercise by the Company of its defeasance option pursuant to Article 14 or (b) the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture. If the Trustee is requested to acknowledge, authorize or sign a release (or similar or related document) of the Guarantor, the Guarantor will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with.

Section 1502. Assumption by Guarantor. The Guarantor may, without the consent of the Trustee or the Holders, assume all of the rights and obligations of the Company hereunder with respect to a series of Securities if, after giving effect to such assumption, no Event of Default or event which with notice or lapse of time or both would become an Event of Default shall have occurred and be continuing.

The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a series of Securities if, upon a default by the Company in the due and punctual payment of the principal, sinking fund payment, if any, any premium or interest on such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under the Guarantee with respect to such series of Securities. Such assumption shall result in the Securities of such series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any series or the Trustee.

Upon any such assumption by the Guarantor pursuant to this Section 1502, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such series.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

	HIGHLAND HOLDINGS S.À R.L., as the Company

	By:
		Name:
		Title:

	OTIS WORLDWIDE CORPORATION, as Guarantor

	By:
		Name:
		Title:

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Trustee

	By:
		Name:
		Title:

Exhibit 5.1

[Letterhead of Wachtell, Lipton, Rosen & Katz]

October 26, 2021

Otis Worldwide Corporation

One Carrier Place

Farmington, Connecticut 06032

Highland Holdings S.à r.l.

6, rue Jean Monnet

L-2180 Luxembourg

R.C.S. Luxembourg: B 237108

Re: Registration Statement on Form S-3 (File No. 333-240269)

(as amended by Post-Effective Amendment No. 1 thereto)

Ladies and Gentlemen:

We have acted as special outside counsel to Otis Worldwide Corporation, a Delaware corporation (the “Company”), and the indirect parent of Highland Holdings S.à r.l., a private limited liability company (société à responsabilité limitée), incorporated under the laws of the Grand Duchy of Luxembourg (“Highland”), in connection with Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-240269), which Registration Statement was initially filed on July 31, 2020 (the “Amendment” and the Registration Statement, as amended, the “Registration Statement”), to be filed on the date hereof with the Securities and Exchange Commission (the “SEC”) in connection with the registration, pursuant to the Securities Act of 1933, as amended (including the rules and regulations thereunder, the “Act”), that is automatically effective under the Act pursuant to Rule 462(e) promulgated thereunder of an indeterminate amount of (a) the Company’s common stock, $0.01 par value per share (the “Common Stock”); (b) debt securities issued by the Company (the “Company Debt Securities”) and Highland (the “Highland Debt Securities” and, together with the Company Debt Securities, the “Debt Securities”); (c) the Company’s preferred stock, $0.01 par value per share (the “Preferred Stock”); (d) the Company’s units (the “Units”); (e) the Company’s warrants (the “Warrants”); and (f) guarantees by the Company of the Highland Debt Securities (the “Guarantees”). The Common Stock, the Debt Securities, the Preferred Stock, the Units and the Warrants are collectively referred to herein as the “Securities.”

October 26, 2021

Page 2

The Company Debt Securities are to be issued under the Indenture, dated February 27, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), filed as Exhibit 4.1 to the Registration Statement, as supplemented by supplemental indentures among the Company and the Trustee (as so supplemented, the “Company Indenture”). The Highland Debt Securities are to be issued under an Indenture among Highland, as issuer, the Company, as guarantor, and the Trustee, a form of which is filed as Exhibit 4.2 to the Registration Statement, as supplemented by supplemental indentures among the Company, Highland and the Trustee (as so supplemented, the “Highland Indenture” and together with the Company Indenture, the “Indentures”). The Units are to be issued pursuant to a unit certificate or other applicable agreement (the “Unit Agreement”) between the Company and one or more institutions, as a unit agent, each as identified in the Unit Agreement. The Warrants are to be issued pursuant to a warrant agreement (each, a “Warrant Agreement”) between the Company and one or more institutions, as a warrant agent, each as identified in the Warrant Agreement.

The prospectus that is part of the Registration Statement as supplemented in the future by various supplements to the prospectus (each, a “Prospectus Supplement”) will provide for the issuance and sale by the Company or Highland, as applicable, of the Securities, which may be offered pursuant to Rule 415 under the Act.

October 26, 2021

Page 3

We have examined and relied on originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, certificates of the Company and Highland or public officials and other instruments as we have deemed necessary or appropriate for the purposes of this opinion letter. In such examination, we have assumed (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, records, documents, instruments and certificates we have reviewed; (d) the Registration Statement (including the Amendment), is effective under the Act, and each of the Company Indenture and the Highland Indenture has been qualified under the Trust Indenture Act of 1939, as amended; (e) an appropriate Prospectus Supplement and term sheet, if applicable, will have been filed with the SEC describing the Securities offered thereby; (f) all Securities will be issued and sold in compliance with applicable U.S. federal and state and non-U.S. securities laws and in the manner stated in the Registration Statement and the applicable Prospectus Supplement(s); (g) a definitive purchase, underwriting, agency or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the parties thereto (the “Purchase Agreement”); (h) any Debt Securities that may be issued will be issued in a form that complies with the applicable Indenture, and any supplemental indenture to be entered into in connection with the issuance of such Debt Securities will be signed or countersigned, as the case may be, by duly authorized officers of the Company and/or Highland, as applicable, and of the trustee named therein and will have been duly authorized and validly executed and delivered by the parties thereto; (i) any Unit Agreement or Warrant Agreement to be entered into in connection with the issuance of Units or Warrants will have been duly authorized and validly executed and delivered by the parties thereto; and (j) at the time of any issuance of Common Stock, Preferred Stock or Securities convertible into or exchangeable, redeemable or exercisable for Common Stock or Preferred Stock, there will be sufficient authorized but unissued shares of Common Stock or Preferred Stock, as applicable, reserved for such issuance and any Securities issuable upon conversion, exchange, redemption or exercise of any Securities being offered will be duly authorized and created. We have assumed that the terms of the Securities will have been duly authorized and created by the Company or, in the case of Highland Debt Securities, Highland, and that the terms of the Securities will have been established so as not to, and that the execution and delivery by the parties thereto of the documents pursuant to which the Securities are governed and the performance of such parties’ obligations thereunder, will not, breach, violate, conflict with or constitute a default under (1) the organizational or governing documents of any party or any agreement or instrument to which any party thereto is subject, (2) any law, rule or regulation to which any party thereto is subject (excepting the laws of the State of New York, the General Corporation Law of the State of Delaware (the “DGCL”) and the federal securities laws of the United States of America as such laws apply to the Company and/or Highland, as applicable, and the transaction pursuant to which the Securities are offered to the extent set forth herein), (3) any judicial or regulatory order or decree of any governmental authority or (4) any consent, approval, license, authorization or validation of, or filing, recording or registration with any governmental authority. We also assume that at the time of issuance of the Securities, the Company and Highland, as applicable, are and will remain duly organized, validly existing and in good standing with respect to the Company, under the laws of the State of Delaware, and, with respect to Highland, the Grand Duchy of Luxembourg, and that the Company and Highland, as applicable, will have duly authorized the issuance of the Securities and related matters. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied and will rely upon statements and representations of officers and other representatives of the Company, Highland and others.

We are members of the Bar of the State of New York, and we have not considered, and we express no opinion as to, the laws of any jurisdiction other than the laws of the State of New York, the DGCL and the federal securities laws of the United States of America, in each case as in effect on the date hereof.

October 26, 2021

Page 4

Based upon the foregoing, and subject to the qualifications set forth in this letter, we advise you that, in our opinion:

1. With respect to any shares of Common Stock to be offered by the Company pursuant to the Registration Statement (the “Offered Common Shares”), when certificates in the form required under the DGCL representing the Offered Common Shares are duly executed, countersigned, registered and delivered upon payment of the agreed upon consideration therefor, the Offered Common Shares (including any shares of Common Stock duly issued upon conversion, exchange, redemption or exercise of any other Securities registered on the Registration Statement), when issued and sold in accordance with the Purchase Agreement, will be legally issued, fully paid and nonassessable.

2. With respect to any series of Company Debt Securities to be offered by the Company pursuant to the Registration Statement, when the terms of the Company Debt Securities and of their issuance and sale have been duly established in conformity with the Company Indenture and any supplemental indenture to be entered into in connection with the issuance of such Company Debt Securities, the Company Debt Securities, when issued and sold in accordance with the Company Indenture, any supplemental indenture to be entered into in connection with the issuance of such Company Debt Securities and the Purchase Agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

3. With respect to any series of Highland Debt Securities to be offered by Highland pursuant to the Registration Statement, when the terms of the Highland Debt Securities and of their issuance and sale have been duly established in conformity with the Indenture and any supplemental indenture to be entered into in connection with the issuance of such Highland Debt Securities, the Highland Debt Securities, when issued and sold in accordance with the Highlands Indenture, any supplemental indenture to be entered into in connection with the issuance of such Highlands Debt Securities and the Purchase Agreement, will be valid and binding obligations of Highland, enforceable against Highland in accordance with their respective terms.

4. With respect to any shares of Preferred Stock to be offered by the Company pursuant to the Registration Statement (the “Offered Preferred Shares”), upon due filing of the applicable definitive Certificate of Designations with respect to such Preferred Stock and when certificates in the form required under the DGCL representing the Offered Preferred Shares are duly executed, countersigned, registered and delivered upon payment of the agreed upon consideration therefor, the Offered Preferred Shares (including any shares of Preferred Stock duly issued upon conversion, exchange, redemption or exercise of any other Securities registered on the Registration Statement), when issued and sold in accordance with the Purchase Agreement, will be legally issued, fully paid and nonassessable.

October 26, 2021

Page 5

5. With respect to any Units to be offered by the Company pursuant to the Registration Statement (the “Offered Units”), (a) when the terms of the issuance and sale of the Offered Units have been duly established in conformity with the Unit Agreement; and (b) any shares of Common Stock or Preferred Stock that are a component of any Offered Units are validly issued, fully paid and nonassessable and any other Securities that are components of any Offered Units are valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, the Offered Units, when issued and sold in accordance with the Unit Agreement and the Purchase Agreement, will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

6. With respect to any Warrants to be offered by the Company pursuant to the Registration Statement (the “Offered Warrants”), (a) when the terms of the issuance and sale of the Offered Warrants have been duly established in conformity with the Warrant Agreement; and (b) any shares of Common Stock or Preferred Stock that are a component of any Offered Warrants are validly issued, fully paid and nonassessable and any other Securities that are components of any Offered Warrants are valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, the Offered Warrants, when issued and sold in accordance with the Warrant Agreement and the Purchase Agreement, will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

7. With respect to any Guarantees to be offered by the Company pursuant to the Registration Statement, when the terms of the Guarantees and of their issuance and sale have been duly established in conformity with the Highland Indenture and any supplemental indenture to be entered into in connection with the issuance of such Guarantees, the Guarantees, when issued and sold in accordance with the Highland Indenture, any supplemental indenture to be entered into in connection with the issuance of such Guarantees and the Purchase Agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

The opinions set forth above are subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally; (b) general equitable principles (whether considered in a proceeding in equity or at law); (c) an implied covenant of good faith and fair dealing; (d) provisions of law that require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars; (e) limitations by any governmental authority that limit, delay or prohibit the making of payments outside the United States; and (f) generally applicable laws that (1) provide for the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver, (2) limit the availability of a remedy under certain circumstances where another remedy has been elected, (3) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, gross negligence, recklessness, willful misconduct or unlawful conduct, (4) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed-upon exchange, (5) may limit the enforceability of provisions providing for compounded interest, imposing increased interest rates or late payment charges upon delinquency in payment or default or providing for liquidated damages or for premiums or penalties upon acceleration, or (6) limit the waiver of rights under usury laws. Furthermore, the manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. We express no opinion as to the effect of Section 210(p) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

October 26, 2021

Page 6

We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability of the governing law provision contained in any Securities and their governing documents.

This letter speaks only as of its date and is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. We hereby consent to the filing of copies of this opinion letter as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act.

	Very truly yours,

	/s/ Wachtell, Lipton, Rosen & Katz

Exhibit 5.2

2, rue Jean Bertholet

L - 1233 Luxembourg

T +352 26 12 29 1

F +352 26 68 43 31

Highland Holdings S.à r.l.

6, rue Jean Monnet

L-2180 Luxembourg

Grand Duchy of Luxembourg

Luxembourg 26 October 2021

Ladies and Gentlemen,

Highland Holdings S.à r.l. – Filng of the Amendment to the Registration Statement

We have acted as special legal counsel in Luxembourg to Highland Holdings S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B237108 (the “Company”) in connection with its filing of the Amendment to the Registration Statement with the U.S. Securities and Exchange Commission relating to the proposed public offering of an indeterminate amount of debt securities (the “Notes”), which may be sold from time to time and on a delayed basis, as set forth in the prospectus which forms a part of the Registration Statement (the “Base Prospectus”), and as to be set forth in one or more supplements to the Base Prospectus.

Capitalised terms used in this opinion letter have the meanings set forth in Exhibit A. Terms not otherwise defined in this opinion letter shall have the meanings ascribed thereto in the Amendment to the Registration Statement. Section headings used in this opinion letter are for ease of reference only and are not to affect its construction or be taken into consideration in its interpretation.

This opinion letter is addressed solely to you at your request.

NautaDutilh Avocats Luxembourg S.à r.l. shall not be held liable for any damage relating to the communication of data or documents. NautaDutilh Avocats Luxembourg S.à r.l. is incorporated as a société à responsabilité limitée (private limited liability company) in Luxembourg, with registered office at 2, rue Jean Bertholet L-1233 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 189905, with a share capital of EUR 12,500 and registered with the Luxembourg bar on List V. All services rendered by NautaDutilh Avocats Luxembourg S.à r.l. are subject to the general terms and conditions of NautaDutilh Avocats Luxembourg S.à r.l., which include, amongst other provisions, a limitation of liability clause and can be consulted at www.nautadutilh.com (under “General Conditions”) and will be provided free of charge upon request.

This opinion letter is strictly limited to the legal matters stated in it and may not be read as extending by implication to any legal matters not specifically referred to in it. Nothing in this opinion letter should be taken as expressing an opinion in respect of any representations or warranties, or other information, contained in the Amendment to the Registration Statement or any other document reviewed by us in connection with this opinion letter, except as expressly confirmed in this opinion letter.

In rendering the opinions expressed herein, we have exclusively reviewed the Amendment to the Registration Statement, the Corporate Documents and the Public Records, and we have assumed that the Amendment to the Registration Statement reflects the reality of the transaction contemplated thereby. We have not investigated or verified any factual matter, whether or not disclosed to us, in the course of our review, and we assume that any such matter is accurate, complete and up-to-date as of the date hereof.

We have not been involved in structuring, drafting or negotiating the Amendment to the Registration Statement.

This opinion letter sets out our opinion on certain matters of the laws with general applicability in Luxembourg as at the date hereof and as presently interpreted under published authoritative case law of Luxembourg courts, the General Court and the Court of Justice of the European Union. The opinions and statements expressed in this opinion letter are limited in all respects to and are to be construed and interpreted in accordance with Luxembourg law. We do not express any opinion on (i) any taxation matters or taxation consequences relating to the entering by the parties into or the performance by the parties of the Amendment to the Registration Statement or any other tax matters, or (ii) securitization law. We do not undertake to revise, update or amend this opinion letter in connection with or to notify or inform you of, any developments and/or changes under Luxembourg law subsequent to the date hereof.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus which forms a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act.

This opinion letter is subject to Luxembourg law and that any issues of interpretation or liability arising out of or in connection with this opinion letter are submitted to the exclusive jurisdiction of the competent courts of Luxembourg-City, Luxembourg. No person other than NautaDutilh Avocats Luxembourg S.à r.l. may be held liable in connection with this opinion letter.

In this opinion letter, legal concepts are expressed in English terms and not in their French or German terms. Luxembourg legal concepts concerned may not be identical in meaning to the concepts described by the English terms as they exist under the law of other jurisdictions. There are always irreconcilable linguistic differences between legal terms or concepts in different jurisdictions. In the event of a conflict or inconsistency, the relevant expression shall be deemed to refer only to the Luxembourg legal concepts described by the same English terms. We accept no liability for such conflicts or inconsistencies.

Assumptions

For the purposes of this opinion letter, we have assumed that:

all documents reviewed by us as execution versions of documents or as fax, photo or electronic copies of originals are in conformity with the executed originals thereof and such originals are complete and authentic;

Otis Worldwide Corporation is duly incorporated, organised, validly existing and in good standing (where applicable) under the laws of its place of incorporation or establishment;

the Company has complied with all requirements of the Luxembourg legislation and regulations on the domiciliation of companies, and in particular with the Luxembourg Domiciliation Act;

the Company does not carry out any activity in the financial or insurance sector on a professional basis (as referred to in the Financial Sector Act, the Insurance Sector Act, and the AIFM Act) or any activity requiring the granting of a business licence under the Business Licences Act, or any other license;

the Company is not subject to, nor does it meet the criteria to be subject to, any proceedings for general settlement or composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée) or moratorium or reprieve from payment (sursis de paiement) and has not been or is not adjudicated bankrupt or been made subject to any other insolvency proceedings under any applicable law or otherwise been limited in its rights to dispose of its assets; the Company is not in a state of cessation of payments (cessation de paiements), meaning it is not unable to pay its due debts or meet its payment requirements with its immediately available (liquid) assets, notwithstanding the amount and value of its unavailable (illiquid) assets (e.g. real estate properties) it may have;

the place of central administration (siège de l’administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the Recast Insolvency Regulation) the centre of main interests (centre des intérêts principaux) of the Company are located at the place of its registered office (siège statutaire) in Luxembourg and the Company has no establishment (within the meaning of the Recast Insolvency Regulation) outside Luxembourg;

the Articles of Association and the Public Records of the Company are each true, complete and up-to-date as at the date hereof and such information has not been materially altered since;

the Resolutions are in full force and effect and have not been amended, revoked or declared null and void, and correctly reflect the resolutions taken by the persons authorized to do so, and the factual statements made and the confirmations given in the Corporate Documents and in the Amendment to the Registration Statement are complete and correct;

none of the managers (gérants) of the Company had a conflict of interest regarding the matters covered by the Resolutions and none of them has had a conflict of interest with respect thereto since;

the signature(s) - whether manuscript or electronic - appearing on the Amendment to the Registration Statement (where executed on behalf of the Company ) are in fact the genuine signatures of the person(s) authorized under the Resolutions to execute the Amendment to the Registration Statement on behalf of the Company ;

all individuals who have signed the documents submitted to us had legal capacity;

the filing of the Amendment to the Registration Statement by the Company is not impaired (consentement vicié) by error (erreur), wilful misconduct (dol), duress (violence) or lesion (lésion);

all powers of attorney given to the persons named therein for the purpose of filing the Amendment to the Registration Statement have been validly granted and confer, under any applicable law (other than Luxembourg law) the necessary power to the persons named therein to file the Amendment to the Registration Statement;

the Amendment to the Registration Statement has been or will be duly authorized by Otis Worldwide Corporation and Otis Worldwide Corporation has the capacity, power, authority and legal right to approve and file the Amendment to the Registration Statement;

The Company approved and filed to the Amendment to the Registration Statement (i) in good faith, for business purposes, in its corporate interest (intérêt social), and (ii) without misappropriating corporate assets (abus de biens sociaux) and without the intention to defraud any other parties (in particular creditors) or to deprive such parties of any legal benefits or to circumvent any applicable laws or regulations of any jurisdiction;

all authorizations, approvals and consents required under the laws or regulations of any jurisdiction (other than Luxembourg), which may be required in connection with the execution and performance of the Amendment to the Registration Statement have been or will be obtained;

all agreed conditions to the effectiveness of the Amendment to the Registration Statement have been or will be satisfied;

the statements of fact in the Amendment to the Registration Statement the Corporate Documents reviewed by us are true, accurate, complete and not misleading; and

no provision of law (other than Luxembourg law) would adversely affect or have any negative impact on the opinions we express in this opinion letter.

Opinions

Based upon the foregoing and subject to the qualifications set forth herein and to any matters, documents or events not disclosed to us, we express the following opinions:

Corporate Status

The Company has been duly incorporated and is validly existing for an unlimited duration as a private limited liability company (société à responsabilité limitée) under the laws of Luxembourg.

No Bankruptcy

Based on the Negative Certificate, no judgment, judicial decision or court order has been registered with regard to the Company on bankruptcy (faillite), composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), dissolution or liquidation, the appointment of an interim administrator (administrateur provisoire) or any similar foreign procedure under the Recast Insolvency Regulation as at the date referred to therein.

Corporate Power

The Company has the corporate power and authority to file the Amendment to the Registration Statement and issue the Notes.

Corporate Action

The Company has taken all necessary corporate action required by its Articles of Association and the Companies Act in connection with the filing of the Amendment to the Registration Statement and issuing of the Notes.

Qualifications

The opinions expressed above are subject to the following qualifications:

Corporate documents (including but not limited to a notice of a winding-up order or resolution, notice of the appointment of a receiver, administrator, or administrative receiver) may not be held immediately at the Companies Register or are not subject to be deposited/held at the Companies Register and there may also be a delay in the relevant document to be deposited with the Companies Register or appearing on the file of the Company with the Companies Register, which may therefore be incomplete and/or inaccurate, and the Extract and the Negative Certificate may not constitute conclusive evidence of the facts reflected therein.

Under Article 19-3 of the Companies Register Act, documents and extracts of documents will only be valid vis-à-vis third parties from the day of their publication in the RESA unless the Company proves that the relevant third parties had prior knowledge thereof. Third parties may however rely upon documents, such as the Resolutions, or extracts thereof, which have not yet been published in the RESA. Such documents are not enforceable against third parties during 15 (fifteen) days following publication if they prove that it was impossible for them to have knowledge thereof.

An enquiry with the Companies Register is not capable of conclusively revealing whether or not a winding-up petition or a petition for the making of an administration or bankruptcy order or similar action has been presented or is threatened to be presented; therefore, any reliance on the Negative Certificate should be made with regard to the functionality of the Companies Register.

Article 1200-1 of the Companies Act provides that the Luxembourg district court (Tribunal d’Arrondissement) dealing with commercial matters, may, at the request of the public prosecutor (Procureur d’Etat), order the dissolution and the liquidation of a company governed by Luxembourg law which seriously contravenes the provisions of the Companies Act, the assessment of which is left to the discretion of the competent courts. As such, the opening of any dissolution or liquidation proceedings may be delayed or stopped in certain circumstances, provided that (a) such non-compliance is remedied satisfactorily in the view of the competent court (usually if the delay in filing of the financial statements is not longer than 2 (two) years) and (b) the Company is not subject to insolvency or similar proceedings set out at qualification F. Luxembourg courts do not have a uniform interpretation on whether or not the non-compliance may be remedied in all circumstances and which timeframe (if any) will be acceptable to update the financial statements.

Each power of attorney and mandate, as well as any agency provisions granted and all appointments made by the Company, will terminate by law and without notice upon the Company’s bankruptcy (faillite), and become ineffective upon the entering of the Company into controlled management (gestion contrôlée) and suspension of payment (sursis de paiement).

Any activity by the Company contrary to criminal law as well as any serious violation (contravention grave) by the Company of the provisions of the Luxembourg Commercial Code, of the laws governing commercial companies (including without limitation with respect to any business licence requirement) and in particular of the Luxembourg Domiciliation Act, and of the Financial Sector Act may lead to the liquidation and winding-up of the Company. The assessment of whether any violation of said requirements is serious, is left to the discretion of the courts. For the purpose of this opinion letter, we have not verified whether or not the Company has complied with all requirements of Luxembourg law applicable to the domiciliation of companies.

If any document is signed by way of an electronic signature (as opposed to a handwritten (“wet ink”) signature), such electronic signature will have an equivalent effect to a handwritten signature if the electronic signature that is used, is either a qualified electronic signature within the meaning of the eIDAS Regulation, or otherwise meets the conditions of Article 1322-1 LCC in that the electronic signature used is a data set, linked inseparably to the deed which guarantees the integrity of the deed, identifies the signatory and expresses the signatory’s adherence to the deed. An electronic signature which does not comply with these requirements can also be used for the execution of agreements such as the Amendment to the Registration Statement but will not have the same probative force as a handwritten signature which binds the court and only can be disallowed via a specific signature verification procedure. In case of a dispute as to its effects, it will however not be dismissed in court merely on the grounds that it is an electronic signature. The document signed with such an electronic signature will be admissible as evidence by a Luxembourg court and the electronic signature will constitute a means to prove the consent of the person purported to have signed if the signature meets a certain degree of integrity and authenticity.

As a general rule, powers of attorney or mandates (mandats) may be terminated at will (ad nutum) at any time notwithstanding that they are expressed to be irrevocable. In order to be valid and binding on the principal, such proxies, mandates and powers of attorneys must have a limited purpose and not be drafted in a general way and in broad terms.

We express no opinion on any clause of the Amendment to the Registration Statement incorporating by reference certain provisions of any documents which we have not reviewed and on which we have not been requested to opine.

Yours faithfully,

NautaDutilh Avocats Luxembourg S.à r.l.
Authorized Signatory:
Margaretha (Greet) Wilkenhuysen

Exhibit A
List of Definitions

“Addressee”

has the meaning attributed thereto on the first page of this opinion letter

“AIFM Act”

the Luxembourg Act of 12 July 2013 relating to alternative investment fund managers, as amended

“Amendment to the Registration Statement”

an e-mailed scanned copy of the fully signed version of the post-effective amendment n°1 to form S-3 registration statement under the

Securities Act of 1933 (the “Securities Act”) dated 26 October 2021 to be filed with the Addressee by the Company and its indirect shareholder Otis Worldwide Corporation as registrants

“Articles of Association”

has the meaning attributed thereto in Exhibit B

“Business Licences Act”

the Luxembourg Act of 2 September 2011 regulating access to the professions of craftsman, trader, industrialist as well as certain liberal professions, as amended

“Companies Act”

the Luxembourg Act of 10 August 1915 on commercial companies, recast

“Companies Register”

the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg)

“Companies Register Act”

the Luxembourg Act of 19 December 2002 on the register of commerce and companies and the accounting and annual statements of undertakings, as amended

“Corporate Documents”

has the meaning attributed thereto in Exhibit B

“eIDAS Regulation”

the Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC

“Extract”

has the meaning attributed thereto in Exhibit B

“Financial Sector Act”

the Luxembourg Act of 5 April 1993 regarding the financial sector, as amended

“Insurance Sector Act”

the Luxembourg Act of 7 December 2015 on the insurance sector, as amended

“LCC”

the Luxembourg Civil Code

“Luxembourg”

the Grand Duchy of Luxembourg

“Luxembourg Commercial Code”

the Luxembourg Commercial Code (Code de Commerce)

“Luxembourg Domiciliation Act”

the Luxembourg Act of 31 May 1999 on the domiciliation of companies, as amended

“NautaDutilh”

NautaDutilh Avocats Luxembourg S.à r.l.

“Negative Certificate”

has the meaning attributed thereto in Exhibit B

“Public Records”

has the meaning attributed thereto in Exhibit B

“Recast Insolvency Regulation”

the Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast)

“RESA”

the Luxembourg Electronic Register of Companies and Associations (Recueil Electronique des Sociétés et Associations)

“Resolutions”

has the meaning attributed thereto in Exhibit B

Exhibit B

List of Corporate Documents
and Public Records

List of corporate documents and public records of the Company:

an electronic copy of the (restated) articles of association of the Company dated 14 February 2020 as amended by notary deed on 8 October 2021 (the “Articles of Association”);

an electronic copy of the resolutions of the managers (gérants) of the Company, dated 21 October 2021 which, inter alia, approve the entering by the Company into the Amendment to the Registration Statement (the “Resolutions”);

an electronic copy of a certificate of non-registration of judgments, issued by the Companies Register for the Company on 26 October 2021 and reflecting the situation of 25 October 2021, and stating that the Company has not been declared bankrupt (en faillite) and that it has not applied for general settlement or composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée) or reprieve from payment (sursis de paiement) or such other proceedings listed in Article 13, items 2 to 12 and Article 14 of the Companies Register Act (the “Negative Certificate”); and

an electronic copy of a register extract for the Company issued by the Companies Register dated 26 October 2021 (the “Extract”).

The Articles of Association and the Resolutions are collectively referred to as the “Corporate Documents”.

The Negative Certificate and the Extract are collectively referred to as the “Public Records”.

Exhibit 15.1

October 26, 2021

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We are aware that our reports dated April 28, 2021, July 28, 2021 and October 26, 2021 on our reviews of interim financial information of Otis Worldwide Corporation, which are included in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, are incorporated by reference in this Post-Effective Amendment No. 1 to Registration Statement on Form S-3.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

Hartford, Connecticut

Exhibit 22.1

Subsidiary Issuer of Guaranteed Debt Securities

The following subsidiary of Otis Worldwide Corporation may issue debt securities guaranteed by Otis Worldwide Corporation under an indenture, a form of which is attached hereto as Exhibit 4.2, among Highland Holdings S.à r.l., as issuer, Otis Worldwide Corporation, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee:

Highland Holdings S.à r.l.

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-240269) of Otis Worldwide Corporation of our report dated February 5, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the 2020 Annual Report to Shareholders, which is incorporated by reference in Otis Worldwide Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020. We also consent to the incorporation by reference of our report dated February 5, 2021 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the reference to us as experts under the heading “Independent Registered Public Accounting Firm” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
Hartford, Connecticut
October 26, 2021

Exhibit 25.2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

(Jurisdiction of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
400 South Hope Street Suite 500 Los Angeles, California (Address of principal executive offices)	90071 (Zip code)

Highland Holdings S.à r.l.
(Exact name of obligor as specified in its charter)

Grand Duchy of Luxembourg (State or other jurisdiction of incorporation or organization)	98-1507045 (I.R.S. employer identification no.)
6, rue Jean Monnet 2180 Luxembourg R.C.S. Luxembourg: B237108 (Address of principal executive offices)	(Zip code)

Otis Worldwide Corporation
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	83-3789412 (I.R.S. employer identification no.)
One Carrier Place Farmington, Connecticut (Address of principal executive offices)	06032 (Zip code)

Debt Securities
and Guarantees of Debt Securities
(Title of the indenture securities)

1. General information. Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.	List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a‑29 under the Trust Indenture Act of 1939 (the “Act”).

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No.
333-121948).

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No.
333-152875).

A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762).

The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Pittsburgh, and State of Pennsylvania, on the 22nd day of October, 2021.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By:	/s/ Shannon Matthews
	Name:	Shannon Matthews
	Title:	Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business June 30, 2021, published in accordance with Federal regulatory authority instructions.

		Dollar amounts
		in thousands

ASSETS


Cash and balances due from
depository institutions:
Noninterest-bearing balances and currency and coin			22,897
Interest-bearing balances			339,038
Securities:
Held-to-maturity securities			0
Available-for-sale debt securities			76,614
Equity securities with readily determinable fair values not held for trading			0
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold in domestic offices			0
Securities purchased under agreements to resell			0
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases, held for investment	0
LESS: Allowance for loan and lease losses	0
Loans and leases held for investment, net of allowance	0
Trading assets			0
Premises and fixed assets (including capitalized leases)			20,616
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			0
Direct and indirect investments in real estate ventures			0
Intangible assets			856,313
Other assets			103,666
Total assets		$	1,419,144

LIABILITIES

Deposits:
In domestic offices		949
Noninterest-bearing	949
Interest-bearing	0

Federal funds purchased and securities
sold under agreements to repurchase:
Federal funds purchased in domestic offices		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		0
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		268,722
Total liabilities		269,671
Not applicable


EQUITY CAPITAL

Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		324,606
Not available
Retained earnings		823,023
Accumulated other comprehensive income		844
Other equity capital components		0
Not available
Total bank equity capital		1,149,473
Noncontrolling (minority) interests in consolidated subsidiaries		0
Total equity capital		1,149,473
Total liabilities and equity capital		1,419,144

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty

)

CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Antonio I. Portuondo, President	)
Michael P. Scott, Managing Director	)	Directors (Trustees)
Kevin P. Caffrey, Managing Director	)