Common use of Form of Guarantee Clause in Contracts

Form of Guarantee. Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantee”), in accordance with the terms of the Indenture, dated as of September 30, 2009 (herein called the “Base Indenture”), among América Móvil, S.A.B. de C.V., the Guarantor and The Bank of New York Mellon, as Trustee (the “Trustee”), Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Fifth Supplemental Indenture, dated as of June 28, 2010 (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor, the Trustee and the Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent, the full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest on, and any other amounts due under the Notes and all other obligations of the Company under the Indenture including, without limitation, if any such payment is subject to withholding for or on account of any taxes, duties, assessments or other governmental charges imposed with respect thereto by a Mexican taxing authority, payments of additional amounts to the Holders of the Note to which this Guarantee is annexed so that the net amount received by such Holder equals the amount that would have been received absent such withholding, subject to the limitations provided in the Note to which this Guarantee is annexed and Section 1009 of the Base Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture shall be limited to the maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth, to the extent and in the manner provided, in Article Eleven of the Base Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee therein made. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note to which this Guarantee is annexed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. This Guarantee shall be governed by, and construed in accordance with, the law of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture.

Form of Guarantee. Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico The Guarantor listed below (hereinafter referred to as the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantee”), in accordance with the terms of ,” which term includes any successors or assigns under the Indenture, dated as of September 30July 22, 2009 2022 (herein called the “Base Indenture”), among América Móvil, S.A.B. de C.V., the Guarantor and The Bank of New York Mellon, as Trustee (the “Trustee”), Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Fifth Supplemental Indenture, Indenture No. 4 dated as of June 28July 22, 2010 2022 (the “Fifth Fourth Supplemental Indenture” and, together with the Base Indentureand together, the “Indenture”), among the Company, the Guarantor, the Trustee Issuer (as defined below) and the U.S. Bank of New York Mellon (Luxembourg) S.A.Trust Company, National Association, as Luxembourg Paying Agent trustee), has irrevocably and Luxembourg Transfer Agentunconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 15.01 of the Fourth Supplemental Indenture), which include (i) the full due and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest onon the 2.050% Senior Notes Due 2031 (the “Notes”) of Healthcare Realty Holdings, L.P., a Delaware limited partnership (f/k/a Healthcare Trust of America Holdings, LP, a Delaware limited partnership) (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any other amounts interest on the Notes, and the due under the Notes and punctual performance of all other obligations of the Company under the Indenture includingIssuer, without limitation, if any such payment is subject to withholding for or on account of any taxes, duties, assessments or other governmental charges imposed with respect thereto by a Mexican taxing authority, payments of additional amounts to the Holders of the Note to which this Guarantee is annexed so Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Fourth Supplemental Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the net amount received by such Holder equals same shall be promptly paid in full when due or performed in accordance with the amount that would have been received absent such withholding, subject to the limitations provided in the Note to which this Guarantee is annexed and Section 1009 terms of the Base Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indentureextension or renewal, whether at maturity, by acceleration, call for redemption or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture shall be limited to the maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Fourth Supplemental Indenture are expressly set forth, to the extent and in the manner provided, forth in Article Eleven 15 of the Base Fourth Supplemental Indenture and reference is hereby made to the such Fourth Supplemental Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee therein madeor the Fourth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Fourth Supplemental Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note to upon which this Guarantee is annexed noted shall have been executed by signed, in the name and on behalf of the Trustee under the Indenture Fourth Supplemental Indenture, manually by the manual signature of one of its the authorized signatoriesofficers of the Trustee under the Indenture. This The obligations of the Guarantor under this Guarantee shall be governed by, and construed in accordance with, limited to the law of extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the State of New York. This Guarantee is subject to release upon the terms set forth same meanings given in the IndentureFourth Supplemental Indenture unless otherwise indicated.

Form of Guarantee. Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico The Guarantor listed below (hereinafter referred to as the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantee”), in accordance with the terms of ,” which term includes any successors or assigns under the Indenture, dated as of September 30July 22, 2009 2022 (herein called the “Base Indenture”), among América Móvil, S.A.B. de C.V., the Guarantor and The Bank of New York Mellon, as Trustee (the “Trustee”), Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Fifth Supplemental Indenture, Indenture No. 3 dated as of June 28July 22, 2010 2022 (the “Fifth Third Supplemental Indenture” and, together with the Base Indentureand together, the “Indenture”), among the Company, the Guarantor, the Trustee Issuer (as defined below) and the U.S. Bank of New York Mellon (Luxembourg) S.A.Trust Company, National Association, as Luxembourg Paying Agent trustee), has irrevocably and Luxembourg Transfer Agentunconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 15.01 of the Third Supplemental Indenture), which include (i) the full due and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest onon the 2.400% Senior Notes due 2030 (the “Notes”) of Healthcare Realty Holdings, L.P., a Delaware limited partnership (f/k/a Healthcare Trust of America Holdings, LP, a Delaware limited partnership) (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any other amounts interest on the Notes, and the due under the Notes and punctual performance of all other obligations of the Company under the Indenture includingIssuer, without limitation, if any such payment is subject to withholding for or on account of any taxes, duties, assessments or other governmental charges imposed with respect thereto by a Mexican taxing authority, payments of additional amounts to the Holders of the Note to which this Guarantee is annexed so Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Third Supplemental Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the net amount received by such Holder equals same shall be promptly paid in full when due or performed in accordance with the amount that would have been received absent such withholding, subject to the limitations provided in the Note to which this Guarantee is annexed and Section 1009 terms of the Base Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indentureextension or renewal, whether at maturity, by acceleration, call for redemption or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture shall be limited to the maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Third Supplemental Indenture are expressly set forth, to the extent and in the manner provided, forth in Article Eleven 15 of the Base Third Supplemental Indenture and reference is hereby made to the such Third Supplemental Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee therein madeor the Third Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Third Supplemental Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note to upon which this Guarantee is annexed noted shall have been executed by signed, in the name and on behalf of the Trustee under the Indenture Third Supplemental Indenture, manually by the manual signature of one of its the authorized signatoriesofficers of the Trustee under the Indenture. This The obligations of the Guarantor under this Guarantee shall be governed by, and construed in accordance with, limited to the law of extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the State of New York. This Guarantee is subject to release upon the terms set forth same meanings given in the IndentureThird Supplemental Indenture unless otherwise indicated.

Form of Guarantee. Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantee”), in accordance with the terms of the Indenture, dated as of September 30, 2009 (herein called the “Base Indenture”), among América Móvil, S.A.B. de C.V., the Guarantor and The Bank of New York Mellon, as Trustee (the “Trustee”), Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Fifth Seventh Supplemental Indenture, dated as of June 28, 2010 (the “Fifth Seventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor, the Trustee and the Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent, the full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest on, and any other amounts due under the Notes and all other obligations of the Company under the Indenture including, without limitation, if any such payment is subject to withholding for or on account of any taxes, duties, assessments or other governmental charges imposed with respect thereto by a Mexican taxing authority, payments of additional amounts to the Holders of the Note to which this Guarantee is annexed so that the net amount received by such Holder equals the amount that would have been received absent such withholding, subject to the limitations provided in the Note to which this Guarantee is annexed and Section 1009 of the Base Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture shall be limited to the maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth, to the extent and in the manner provided, in Article Eleven of the Base Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee therein made. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note to which this Guarantee is annexed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. This Guarantee shall be governed by, and construed in accordance with, the law of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture.

Form of Guarantee. Radiomóvil DipsaThe Guarantee shall be in substantially the following form: For value received, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico undersigned (the “Guarantor”), hereby fully to the extent set forth in and unconditionally guarantees (such guarantee being referred subject to herein as the “Guarantee”), in accordance with the terms of the Indenture, dated as of September 30July 6, 2009 2007 (herein called the “Base Indenture”), among América MóvilProcter & G▇▇▇▇▇ International Funding SCA, S.A.B. de C.V.a société en commondite par actions duly organized under the laws of the Grand Duchy of Luxembourg (the “Company”), the Guarantor and The Bank of New York MellonTrust Company, N.A., as Trustee trustee (the “Trustee”), Security Registrar, Paying Agent irrevocably and Transfer Agent, as supplemented by the Fifth Supplemental Indenture, dated as of June 28, 2010 (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor, unconditionally guarantees to each Holder and to the Trustee and the Bank of New York Mellon its successors and assigns (Luxembourg1) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent, the full and punctual payment when due, whether at maturity, upon redemptionStated Maturity, by acceleration acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, of or interest on or premium, if any, on the Securities and interest on, all other monetary obligations of the Company under this Indenture and any other amounts due under the Notes Securities and (2) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under the this Indenture including, without limitation, if any such payment is subject to withholding for or on account of any taxes, duties, assessments or other governmental charges imposed with respect thereto by a Mexican taxing authority, payments of additional amounts to the Holders of the Note to which this Guarantee is annexed so that the net amount received by such Holder equals the amount that would have been received absent such withholding, subject to the limitations provided in the Note to which this Guarantee is annexed and Section 1009 of the Base Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture shall be limited to Securities (all the maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of foregoing being hereinafter collectively called the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law“Guaranteed Obligations”). The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth, to the extent and in the manner provided, forth in Article Eleven of the Base Indenture Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Guarantee therein made. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note Securities to which this Guarantee is annexed endorsed, by accepting such Securities, agrees to and shall be bound by such provisions. All terms used in this Guarantee which are defined in the Indenture shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. This Guarantee shall be governed by, and construed in accordance with, the law of the State of New York. This Guarantee is subject meanings assigned to release upon the terms set forth them in the Indenture.

Form of Guarantee. Radiomóvil Dipsa, S.A. de C.V., a corporation (sociedad anónima de capital variable variable) organized and existing under the laws of Mexico (the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantee”), in accordance with the terms of the Indenture, dated as of March 9, 2004 and as supplemented by the Fifth Supplemental Indenture dated as of December 14, 2004 and the Eighth Supplemental Indenture, dated as of September 3029, 2009 2006 (herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument, as supplemented by the Twelfth Supplemental Indenture, dated as of October 30, 2007 (the “Twelfth Supplemental Indenture”), among América Móvil, S.A.B. de C.V., the Guarantor and The Bank of New York Mellon(as successor to JPMorgan Chase Bank, N. A.) as Trustee (the “Trustee”), Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Fifth Supplemental Indenture, dated as of June 28, 2010 (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor, the Trustee and the Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent, the full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest on, and any other amounts due under the Notes and all other obligations of the Company under the Indenture includingIndenture, without limitation, if any such payment is subject to withholding for or on account of any taxes, duties, assessments or other governmental charges imposed with respect thereto as supplemented by a Mexican taxing authority, payments of additional amounts to the Holders of the Note to which this Guarantee is annexed so that the net amount received by such Holder equals the amount that would have been received absent such withholding, subject to the limitations provided in the Note to which this Guarantee is annexed and Section 1009 of the Base Twelfth Supplemental Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture, as supplemented by the Twelfth Supplemental Indenture. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture Indenture, as supplemented by the Twelfth Supplemental Indenture, shall be limited to the maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture Indenture, as supplemented by the Twelfth Supplemental Indenture, are expressly set forth, to the extent and in the manner provided, in Article Eleven of the Base Indenture Indenture, as supplemented by the Twelfth Supplemental Indenture, and reference is hereby made to such Indenture, as supplemented by the Indenture Twelfth Supplemental Indenture, for the precise terms of the Guarantee therein made. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note to Notes upon which this Guarantee is annexed noted shall have been executed by the Trustee under the Indenture Indenture, as supplemented by the Twelfth Supplemental Indenture, by the manual signature of one of its authorized signatories. This Guarantee shall be governed by, and construed in accordance with, the law laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture as supplemented by the Twelfth Supplemental Indenture.

Form of Guarantee. Radiomóvil Dipsa, S.A. de C.V., a corporation (sociedad anónima de capital variable variable) organized and existing under the laws of Mexico (the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantee”), in accordance with the terms of the Indenture, dated as of March 9, 2004 and as supplemented by the Fifth Supplemental Indenture dated as of December 14, 2004 and the Eighth Supplemental Indenture, dated as of September 3029, 2009 2006 (herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument, as supplemented by the Eleventh Supplemental Indenture, dated as of October 30, 2007 (the “Eleventh Supplemental Indenture”), among América Móvil, S.A.B. de C.V., the Guarantor and The Bank of New York Mellon(as successor to JPMorgan Chase Bank, N. A.) as Trustee (the “Trustee”), Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Fifth Supplemental Indenture, dated as of June 28, 2010 (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor, the Trustee and the Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent, the full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest on, and any other amounts due under the Notes and all other obligations of the Company under the Indenture includingIndenture, without limitation, if any such payment is subject to withholding for or on account of any taxes, duties, assessments or other governmental charges imposed with respect thereto as supplemented by a Mexican taxing authority, payments of additional amounts to the Holders of the Note to which this Guarantee is annexed so that the net amount received by such Holder equals the amount that would have been received absent such withholding, subject to the limitations provided in the Note to which this Guarantee is annexed and Section 1009 of the Base Eleventh Supplemental Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture, as supplemented by the Eleventh Supplemental Indenture. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture Indenture, as supplemented by the Eleventh Supplemental Indenture, shall be limited to the maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture Indenture, as supplemented by the Eleventh Supplemental Indenture, are expressly set forth, to the extent and in the manner provided, in Article Eleven of the Base Indenture Indenture, as supplemented by the Eleventh Supplemental Indenture, and reference is hereby made to such Indenture, as supplemented by the Indenture Eleventh Supplemental Indenture, for the precise terms of the Guarantee therein made. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note to Notes upon which this Guarantee is annexed noted shall have been executed by the Trustee under the Indenture Indenture, as supplemented by the Eleventh Supplemental Indenture, by the manual signature of one of its authorized signatories. This Guarantee shall be governed by, and construed in accordance with, the law laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture as supplemented by the Eleventh Supplemental Indenture.

Form of Guarantee. Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantee”), in accordance with the terms of the Indenture, dated as of September 30, 2009 (herein called the “Base Indenture”), among América Móvil, S.A.B. de C.V., the Guarantor and The Bank of New York Mellon, as Trustee (the “Trustee”), Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Fifth Sixth Supplemental Indenture, dated as of June 28, 2010 (the “Fifth Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor, the Trustee and the Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent, the full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest on, and any other amounts due under the Notes and all other obligations of the Company under the Indenture including, without limitation, if any such payment is subject to withholding for or on account of any taxes, duties, assessments or other governmental charges imposed with respect thereto by a Mexican taxing authority, payments of additional amounts to the Holders of the Note to which this Guarantee is annexed so that the net amount received by such Holder equals the amount that would have been received absent such withholding, subject to the limitations provided in the Note to which this Guarantee is annexed and Section 1009 of the Base Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture shall be limited to the maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth, to the extent and in the manner provided, in Article Eleven of the Base Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee therein made. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note to which this Guarantee is annexed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. This Guarantee shall be governed by, and construed in accordance with, the law of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture.

Form of Guarantee. Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantee”), in accordance with the terms of the Indenture, dated as of September 30, 2009 (herein called the “Base Indenture”), among América Móvil, S.A.B. de C.V., the Guarantor and The Bank of New York Mellon, as Trustee (the “Trustee”), Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Fifth Eighth Supplemental Indenture, dated as of June 28September 8, 2010 2011 (the “Fifth Eighth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor, the Trustee Guarantor and the Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer AgentTrustee, the full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest on, and any other amounts due under the Notes and all other obligations of the Company under the Indenture including, without limitation, if any such payment is subject to withholding for or on account of any taxes, duties, assessments or other governmental charges imposed with respect thereto by a Mexican taxing authority, payments of additional amounts to the Holders of the Note to which this Guarantee is annexed so that the net amount received by such Holder equals the amount that would have been received absent such withholding, subject to the limitations provided in the Note to which this Guarantee is annexed and Section 1009 of the Base Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture shall be limited to the maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth, to the extent and in the manner provided, in Article Eleven of the Base Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee therein made. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note to which this Guarantee is annexed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. This Guarantee shall be governed by, and construed in accordance with, the law of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture.