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at&ct <br /> Jackie Begue AT&T Mobility T:404-927-9130 <br /> Senior Paralegal and 675 West Peachtree Street F:404-927-3620 <br /> Assistant Corporate Secretary 42-090 J85602@att.com <br /> Atlanta,GA 30308 www.att.com <br /> i <br /> I <br /> NEW CINGULAR WIRELESS PCS, LLC <br /> ASSISTANT SECRETARY'S CERTIFICATE <br /> 1, Jackie Begue, do hereby certify that I am a duly elected, qualified and acting Assistant <br /> Secretary of AT&T Mobility Corporation, the Manager of New Cingular Wireless PCS, LLC, a <br /> Delaware limited liability company(the"Company"), and as such I am authorized to execute <br /> this certificate. In such capacity, I further certify that: <br /> 1. Section 5.1 of the Company's Limited Liability Company Operating Agreement as <br /> amended on August 29, 2007 designates AT&T Mobility Corporation as the Manager of <br /> the Company, and AT&T Mobility Corporation remains the Manager of the Company on <br /> the date hereof. <br /> 2. Section 5.6 of the Company's Limited Liability Company Operating Agreement states as <br /> follows: <br /> "The Manager shall have, except as otherwise provided by this Agreement and <br /> the requirements of applicable law, the sole, exclusive, full and complete <br /> authority, power and discretion to manage and control the business, affairs and <br /> properties of the Company, to make all decisions regarding those matters and to <br /> perform any and all other acts or activities customary or incident to the <br /> management of the Company's business, including, without limitation,the right <br /> and power to appoint individuals to serve as officers of the Company and to <br /> delegate authority to such officers." <br /> AT&T Mobility Corporation as the Manager of the Company has the authority under <br /> Section 5.6 of the Company's Limited Liability Company Operating Agreement to <br /> manage all of the business affairs of the Company. <br /> 3.: Section 5.15 of the Company's Limited Liability Company Operating Agreement states <br /> as follows: <br /> "Any person or entity dealing with the Company may rely on a certificate signed <br /> by the Manager or officer on any document purporting to bind the Company shall <br /> constitute exclusive evidence to third parties of the authority of such person to <br /> execute such document on behalf of the Company and so bind the Company." <br /> 62 <br />