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APR 0 1 2009
M_cDONALD'S USA, LLC
CERTIFICATE OF VICE PRESIDENT
I, Catherine A. Griffin, Vice President of McDONALD'S USA, LLC (the "Company"), a
limited liability company duly organized and existing under the Delaware Limited Liability
Company Act and having its principal place of business in the Village of Oak Brook, Illinois,
certify that the following is a true copy of resolutions duly adopted by the Board of Directors of
the Company on April 20, 2007. Such resolutions have not been subsequently rescinded or
modified and remain in full force and effect.
REAL ESTATE MATTERS:
RESOLVED, that each Division Development Officer, 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 or any of its wholly -owned subsidiaries in his or
her respective geographic area of responsibility (by way of example contracts or purchase
orders for sales analysis, soil borings or survey work).
FURTHER RESOLVED, that the following field employees of the Company are
authorized to execute up to the limits per project set forth below, 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 or any of its wholly -owned
subsidiaries in his or her respective geographic area of responsibility (by way of example
contracts or purchase orders for sales analysis, soil borings or survey work): U.S.
Division President up to $500,000, U.S. Division Controller up to $350,000, U.S.
Division Development Director up to $50,000, U.S. Vice President - General Manager up
to .$250,000, U.S. Region Development Director up to $50,000, U.S. Region
Construction Manager up to $50,000 and U.S. Region Real Estate Manager up to
$25,000.
CONSTRUCTION MATTERS:
RESOLVED, that each Division Development Officer, is authorized to execute in
the name of and on behalf of the Company, such agreements, documents, certificates and
other instruments as may be required in connection with construction projects undertaken
Document #: 397157-v I
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tbk2the;Company or any of its wholly -owned subsidiaries in his or her respective
geographic ;area of responsibility.
FURTHER RESOLVED, that each U.S. Division President is authorized to
---,execute jthe, name of and on behalf of the Company such agreements, documents,
_.'' °" V: �certificateS�and other instruments as may be required in connection with construction
projects undertaken by the Company or any of its wholly -owned subsidiaries in his or her
respective geographic area of responsibility, up to a limit of One Million Nine Hundred
Thousand Dollars ($1,900,000) per project.
FURTHER RESOLVED, that each U.S. Vice President — General Manager is
authorized to execute in the name of and on behalf of the Company such agreements,
documents, certificates and other instruments as may be required in connection with
construction projects undertaken by the Company or any of its wholly -owned subsidiaries
in his or her respective geographic area of responsibility, up to a limit of One Million
Four Hundred Thousand Dollars ($1,400,000) per project.
FURTHER RESOLVED, that each U.S. Division Development Director, each
U.S. Region Development Director and each U.S. Region Construction Manager are
authorized to execute in the name of and on behalf of the Company such agreements,
documents, certificates and other instruments as may be required in connection with
construction projects undertaken by the Company or any of its wholly -owned subsidiaries
in his or her respective geographic area of responsibility, up to a Iimit of Fifty Thousand
Dollars ($50,000) per occurrence not to exceed Three' Hundred Thousand Dollars
($300,000) per project.
FURTHER RESOLVED, that any of the above signatories may also sign
governmental permit applications and forms for the construction projects undertaken by
the Company or any of its wholly -owned subsidiaries in his or her respective geographic
area of responsibility.
LIMITATION ON SIGNATURE AUTHORITY:
RESOLVED, that notwithstanding the signatory limits set forth above, if the
cumulative costs and expenses of a development project which includes both the real
estate and construction authority granted above exceeds One Million Nine Hundred
Thousand Dollars ($1,900,000), any additional costs and expenses shall require the
signature of either the U.S. Vice President of Development, the U.S. Division
Development Officer (as to his or her respective geographic area of responsibility) or a
Company authorized Oak Brook based signatory pursuant to that certain resolution for
construction project signatories dated April 20, 2007.
Document #: 397157-v1 2
ATTESTATION:
RESOLVED, that any of the above signatories 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).
IN WITNESS WHEREOF, the undersigned has executed this certificate as of this 25th
day of July 2008.
McDONALD'S USA, LLC
Catherine A. Griffin
Vice President
Document #: 397157-v 1