INDENTURE OFFICERS CERTIFICATE
MARRIOTT INTERNATIONAL, INC.
I. The undersigned Carolyn B. Handlon and Stephanie N. Carrick of Marriott International, Inc., a corporation organized under the laws of the State of Delaware (the Company), hereby certify pursuant to Sections 102, 201, 301 and 303 of the Indenture (the Indenture), dated as of November 16, 1998, between the Company and The Bank of New York Mellon, successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as Trustee (the Trustee), that there is hereby established a series of Securities (as that term is defined in the Indenture), the terms of which shall be as follows:
A. The designations of the Securities shall be the 2.125% Series DD Notes due 2022 (the Notes) (CUSIP number 571903 BC6).
B. The aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon partial redemption of, other Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture and except for Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture) is initially limited to US $550,000,000. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture.
C. Subject to the provisions of Section 307 of the Indenture, interest will be payable to the Person in whose name a Note (or any predecessor Note) is registered at the close of business on the Regular Record Date next preceding the Interest Payment Date in respect of such Note.
D. The principal amount of the Notes shall be payable in full on October 3, 2022, subject to and in accordance with the provisions of the Indenture.
E. The Notes shall bear interest at the rate of 2.125% per annum from October 3, 2019 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually on April 3 and October 3 of each year, commencing April 3, 2020, until the principal amount of Notes has been paid or duly provided for. March 19 and September 18 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date, shall be the Regular Record Date for interest payable on such Interest Payment Date.
F. The principal of and interest on the Notes shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York; provided, however, that payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and provided, further, that notwithstanding the foregoing, a Holder may elect to receive payments of interest on a Note (other than at Maturity) by electronic funds transfer of immediately available funds to an account maintained by such Holder, provided such