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Home My WebLink AboutSW6240701_Signing Official Title & Position Information_20240716 McDONALD'S USA,LLC SECRETARY'S CERTIFICATE I, Angela Steele, 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: 1. I am the duly appointed, qualified and acting U.S. Vice President, U.S. General Counsel and Secretary of the Company. 2. The Board of Directors of the Company duly adopted resolutions, on July 24, 2020 (the"Resolutions"), a true and correct copy of which is attached hereto as Exhibit A, to authorize certain officers and employees of the Company to execute documents in connection with real estate and construction matters on behalf of the Company, and such resolutions have not been amended, modified or rescinded in any way and remain in full force and effect. 3. That the individuals named on Exhibit B, attached, hold the titles set forth above their names. IN WITNESS WHEREOF, I have hereunto set my hand on this 19th day of January, 2023. 0A110._ Angela Steele U.S. Vice President, U.S. General Counsel and Secretary iManage#2753687v1 EXHIBIT A Resolutions of the Board of Directors of McDonald's USA, LLC Adopted July 24, 2020 The undersigned,being all the members of the Board of Directors(the"Board")of McDonald's USA, LLC, a Delaware limited liability company(the"Company"), and acting on behalf of the Company, pursuant to the Delaware Limited Liability Company Act and the Company's Limited Liability Company Agreement,hereby adopt, authorize and approve by this written consent the resolutions set forth below with the same force and effect as if they had been adopted at a duly convened meeting of the Board of the Company: Authority for U.S. Construction Matters RESOLVED, That any of the officers of the Company, any Senior Construction Director of the Company and any attorney of McDonald's Corporation("Corp")holding the title of Managing Counsel or Senior Counsel and practicing in the U.S. Legal Practice Group, are authorized to execute for and on behalf of the Company, such agreements, documents, certificates and all other instruments as may be necessary or appropriate in connection with construction projects undertaken by the Company. FURTHER RESOLVED, That each Senior Development Director of the Company is authorized to execute in the name of and on behalf of the Company such agreements, documents, certificates and all other instruments as may be necessary or appropriate in connection with construction projects undertaken by the Company in his or her respective geographic area of responsibility,up to a limit of One Million Four Hundred Thousand Dollars($1,400,000)per construction project. FURTHER RESOLVED, That each Lead Development Director of the Company and each U.S. Field Execution Development Director of the Company is authorized to execute in the name of and on behalf of the Company such agreements, documents, certificates and all other instruments as may be necessary or appropriate in connection with construction projects undertaken by the Company in his or her respective geographic area of responsibility,up to a limit of Six Hundred Thousand Dollars($600,000.00)per occurrence not to exceed Eight Hundred Thousand Dollars($800,000.00)per project. FURTHER RESOLVED, That each U.S. Field Execution Construction Manager of the Company is authorized to execute in the name of and on behalf of the Company such agreements, documents, certificates and all other instruments as may be necessary or appropriate in connection with construction projects undertaken by the Company in his or her respective geographic area of responsibility,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 any of the above signatories for U.S. construction 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). Manage#2753687v1 FURTHER RESOLVED, That any of the above signatories for U.S. construction matters may also sign governmental permit and zoning applications and forms for construction projects undertaken by the Company in his or her respective geographical area of responsibility. FURTHER RESOLVED, That each Area Construction Manager may also sign governmental permit and zoning applications and forms for construction projects undertaken by the Company in his or her respective geographical area of responsibility provided,however,that the authority granted to the Area Construction Manager will not apply to permits, applications or forms that include indemnity provisions,provisions that bind the Company to future obligations or that take away any of the Company's existing rights. FURTHER RESOLVED, That the resolutions previously adopted by the Board of Directors of this Company on January 14,2019 relating to the execution of documents for construction projects and to such agreements, documents, certificates and other instruments as may be required in connection with construction projects undertaken by 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. Authority for U.S.Real Estate Development Matters RESOLVED, That any of the officers of the Company, and any attorney of McDonald's Corporation("Corp")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 employee relocation related residential properties)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 of the Company 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 and each U.S. Field Execution 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 Manage#2753687v1 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 Six Hundred Thousand Dollars($600,000.00)per occurrence not to exceed Eight Hundred Thousand Dollars ($800,000.00)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. Field Execution Construction Manager up to $50,000. 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 any officer of the Company shall be empowered to delegate authority to certain individuals, in connection with the Company's employee relocation program, and such individuals shall be authorized to execute miscellaneous documents that are ancillary to residential real estate transactions but which do not convey any interest in real estate (including,but not limited to,Company Offer Agreements("GBOs") and Listing Agreements. FURTHER RESOLVED, That any officer of the Company shall be empowered to delegate authority to certain individuals on the Company's real estate team to execute license agreements as required in connection with the due diligence of potential new sites. FURTHER RESOLVED, That the resolutions previously adopted by the Board of Directors of this Company on January 14,2019 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. Manage#2753687v1 EXHIBIT B McDonald's USA, LLC Authorized signatories for Real Estate Development, Construction and Employee Relocation Matters Officers of McDonald's USA, LLC: David Bartlett Sarah K. Lee Angela Steele Sayan N. Vaghani Managing Counsel of McDonald's Corporation: Krystin Hernandez Sarah K. Lee Sayan N. Vaghani Senior Counsel of McDonald's Corporation: Jennifer L. Cohn Rebekah S. Czerwionka Diedre S. Dunn Stephanie S. Hipp Kevin Hyde Bryan K. Maguire Daniel Marks Robert J. McCormack Mark A. Meister Padraic G. Molloy Bruce A. Neumann Wendy T. Newkirk Thomas R. Pickett Brian T. Sheedy Timothy J. Slattery Jacob M. Steinfink Shilpa M. Upadhye Shilpi V. Upadhyaya Tony P. Valevicius Senior Development Directors of McDonald's USA, LLC: John R. Wendel Bruce Crown Manage#2753687v 1 Lead Development Directors of McDonald's USA, LLC: John D'Anna US Field Development Officers of McDonald's USA, LLC: Keith Romine Helen Singer Victoria Seward Jimmy Lopez Cynthia Talkovic Mark Hertel Vivian Valdivia Joseph Diozzi Asa Mayo Antwan Smith US Field Execution Construction Managers of McDonald's USA, LLC: Keith Botkin Kevin McAuley Adam Brandenburg Tim Crowder Dan Gross Robin King Chris Stamps Dawn Bourseau Andy Vitale Tim Chess Gregg Protch Gary Zonitch Yasemin Sarier Tessa Bernstein Lee Morris Jorge Martinez Jack Wegler Kurtis Demarse Armen Parker Derek Moskal US Field Area Construction Managers of McDonald's USA, LLC: Greg Carleton Daryl Groet Greg Chapman iManage#2753687v 1 Edgar Ortiz Alibia de Vente Jason Sawall Keisha Smith Rosangela Demello Steve Kellett Tammy Kahm Brian Reeder Eileen Seeburger Leo Van Buuren Joe Coconato Steve Rizzo Chris Stepp John Lorentzen Joseph Minorik John Taylor Jason Ramsey Sharon Sills Larry Drake Sean Kennedy Michele Miller Eric Wagner Damaris Walton Dan Mayo Belinda Dartley Kim Vukov Tanya Momchev Patrick Piehl Andy Lee Regina Killebrew Jose Ramirez Kortney Pedigo Lyndsey Denny Rowdy Durham Trevor Prophet Chuck Morgan Charlie Miller Carter Mann Mike Riendeau Lincoln Ludwig Scott Audsley Eddie Nunez Carlos Madrigal Christine Cho Jason Wilner Scott Wilkeson iManage#2753687v 1 Lonnie Smith Reggie Anderson John Hyder Alex Breeden Bob Keesaer Becky Jansen Amy Switzer Debra Lyster Mike Crowley Kyle Bourgeois Brian Smallwood Curt Hobbs Robert Yagusesky Deanna Uecker Drew Sanchez Amanda Goodie Nancy Malone National Construction COE: Joe Collins, Sr. Director Ben Aguirre, Development Director Lynn Misiaszek, Development Director Alison Brickett, Construction Manager Kevin Reed, Construction Manager Employees of McDonald's Corporation authorized to execute miscellaneous documents that are ancillary to employee relocation residential real estate transactions (including, but not limited to, Company Offer Agreements ("GBOs") and Listing Agreements: Brian Madine, Director, Global Mobility Sherry Moran, U.S. Relocation Manager, Global Business Services Didi Daubenspeck, U.S. Relocation Consultant, Global Business Services Sharon Balich, U.S. Relocation Consultant, Global Business Services Employees of McDonald's USA, LLC authorized to execute license agreements in connection with restaurant development due diligence: • National RE Directors: Lori Nunez Meredith Lenoir • National RE Leads Bob O'Connell Rich Davis Amy Bayles Manage#2753687v 1 Lisa Walker Natalie Mattei • National RE Managers Gary Blau Zach Pagel Schuyler Jackson Rona Gaur Darla Bowen Kellie Wisbrock Clark Lambdin Ray Clopton Craig Givens Troy Faulkner Rey Hernandez Dan Toth Mathis Nedell Mike Manteen Uri Starr Chris Smitherman Rudy McCarthy Kaley Devries Marineth Dermovsesian • National Transaction Managers Carla Freise Sara Sailors Jennifer Steinhagen Manage#2753687v1