Articles of IncorporationMCDONALD'S USA, LLC
ASSISTANT SECRETARY'S CERTIFICATE
I, Kathleen R. Madigan, an officer of McDonald's USA, LLC, a limited liability company
organized under the laws of the State of Delaware (the "Company"), certify as follows, as of the
date hereof:
I am the duly appointed, qualified and acting U.S. Assistant Secretary of
the Company; and
2. The Board of Directors of the Company duly adopted resolutions, on
July 30, 2015 (the "Resolutions"), a true, complete, and correct copy of
which is attached as Exhibit A, to authorize certain officers and employees
of the Company to execute documents in connection with real estate
matters on behalf of the Company, and such resolutions have not been
amended, modified or rescinded in any way and remain in full force and
effect.
IN WITNESS WHEREOF, I have hereunto set my hand on this 5 day of I x hn� , 2015
4 ii�b_11e°ram—'
Kathleen R. Madigan
U.S. Assistant Secretary
DocumentM 1569960-v1
EXHIBIT A
Resolutions of the Board of Directors of
McDonald's USA, LLC
Adopted July 30, 2015
RESOLVED, That any of Robert T. Lancaster, Michael Soenke, Catherine A. Griffin,
Denise A. Horne, Jerome N. Krulewitch, Karen A. Matusinec, Maluukh S. Hussain, Padraic G.
Molloy, Kathleen R. Madigan and Robert L. Switzer, all of whom are officers of the Company,
Paige S. Mamula, Senior Director of the Company and any attorney holding the title of Managing.
Counsel or Senior Counsel and practicing in the U.S. Legal Practice Group (the "Authorized
Signatories'), are authorized to execute for and on behalf of the Company, contracts, leases,
agreements, deeds, guarantees, mortgages, promissory notes and other documents relating to the
purchase, sale, lease or transfer of the real property of the Company (including, but not limited to,
beneficial interests in land trusts) and to perform all such acts and to execute such additional
documents (including, but not limited to, easements, licenses, memoranda of lease and non -
disturbance agreements, powers of attorney or contracts and documents associated with the due
diligence and investigation of a site) as may be necessary or appropriate in connection with such
transactions.
FURTHER RESOLVED, That any of the Authorized Signatories and any attorney
holding the title of Counsel and practicing in the U.S. Legal Practice Group, are authorized to
execute documents that are ancillary to real estate transactions but which do not convey any
interest in real estate (including, but not limited to, memoranda of lease and non -disturbance
agreements).
FURTHER RESOLVED, That each Senior Development Director is authorized to
execute, in the name of and on behalf of the Company, miscellaneous contracts and purchase
orders associated with the due diligence and investigation of a site pursuant to a real estate
transaction entered into by the Company (including, but not limited to, contracts or purchase
orders for sales analysis, soil borings or survey work) up to a limit of One Million Four Hundred
Thousand Dollars ($1,400,000) per project.
FURTHER RESOLVED, That each Lead Development Director is authorized to execute,
in the name of and on behalf of the Company, miscellaneous contracts and purchase orders
associated with the due diligence and investigation of a site pursuant to a real estate transaction
entered into by the Company in his or her respective geographic area of responsibility (including,
but not limited to, contracts or purchase orders for sales analysis, soil borings or survey work) up
to a limit of Fifty Thousand Dollars ($50,000) per occurrence not to exceed Three Hundred
Thousand Dollars ($300,000) per project.
FURTHER RESOLVED, That the following persons who hold the positions as set forth
below, are each authorized to execute miscellaneous contracts and purchase orders associated
with the due diligence and investigation of a site pursuant to a real estate transaction entered into
by the Company in his or her respective geographic area of responsibility, up to the limits per
such project as set forth below:
U.S. Vice President - General Manager up to $250,000;
U,S. Field Execution Development Director up to $50,000;
U.S. Field Execution Construction Manager up to $50,000; and
U.S. Field Execution Real Estate Manager up to $50,000.
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FURTHER RESOLVED, That any of the above signatories for real estate matters, any
Assistant Secretary and any Assistant Treasurer of the Company and any attorney holding the title
of Counsel and practicing in the U.S. Legal Practice Group are authorized to attest to the
signatures on any documents that have been executed pursuant to the foregoing resolutions
(except that no individual may attest to his or her own signature).
FURTHER RESOLVED, That the resolutions previously adopted by the Board of
Directors of this Company on June 18, 2014 relating to the execution of real estate documents
and miscellaneous contracts, purchase orders and other documents associated with real estate
transactions of the Company are superseded by the above resolutions, and all actions taken by the
persons duly authorized therein and in conformity therewith are in all respects confirmed, adopted
and ratified as the valid and subsisting acts of this Company, having full force and effect from
and after the dates thereof.
Document N: 1569960-v1
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