Common use of Form of Guarantee Clause in Contracts

Form of Guarantee. The Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated the date hereof, among the Guarantor, the Issuer (as defined below) and U.S. Bank National Association, as Trustee (the “Indenture”)), has irrevocably and unconditionally guaranteed on a subordinated basis the Guarantee Obligations (as defined in Section 16.01 of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the % Subordinated Notes due (the “Notes”) of Healthcare Realty Holdings, L.P., 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 interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 16 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwise.

Form of Guarantee. The Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated July 22, 2022 (herein called the date hereof“Base Indenture”), as supplemented by Supplemental Indenture No. 3 dated as of July 22, 2022 (“Third Supplemental Indenture” and together, the “Indenture”), among the Guarantor, the Issuer (as defined below) and U.S. Bank Trust Company, National Association, as Trustee (the “Indenture”)trustee), has irrevocably and unconditionally guaranteed on a subordinated senior basis the Guarantee Obligations (as defined in Section 16.01 15.01 of the Third Supplemental Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 2.400% Subordinated 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 interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 16 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 same shall be promptly paid in full when due or performed in accordance with the terms of the extension 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 Third Supplemental Indenture are expressly set forth in Article 15 of the Third Supplemental Indenture and reference is hereby made to 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 or 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 upon which this Guarantee is noted shall have been signed, in the name and on behalf of the Trustee under the Third Supplemental Indenture, manually by one of the authorized officers of the Trustee under the Indenture. The obligations of the Guarantor under this Guarantee shall be limited to the 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 same meanings given in the Third Supplemental Indenture unless otherwise indicated.

Form of Guarantee. The Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated July 22, 2022 (herein called the date hereof“Base Indenture”), as supplemented by Supplemental Indenture No. 4 dated as of July 22, 2022 (“Fourth Supplemental Indenture” and together, the “Indenture”), among the Guarantor, the Issuer (as defined below) and U.S. Bank Trust Company, National Association, as Trustee (the “Indenture”)trustee), has irrevocably and unconditionally guaranteed on a subordinated senior basis the Guarantee Obligations (as defined in Section 16.01 15.01 of the Fourth Supplemental Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 2.050% Subordinated Senior Notes due 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 interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 16 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 same shall be promptly paid in full when due or performed in accordance with the terms of the extension 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 Fourth Supplemental Indenture are expressly set forth in Article 15 of the Fourth Supplemental Indenture and reference is hereby made to 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 or 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 upon which this Guarantee is noted shall have been signed, in the name and on behalf of the Trustee under the Fourth Supplemental Indenture, manually by one of the authorized officers of the Trustee under the Indenture. The obligations of the Guarantor under this Guarantee shall be limited to the 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 same meanings given in the Fourth Supplemental Indenture unless otherwise indicated.

Form of Guarantee. The Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under the Indenture dated as of [ ____], 2022 (herein called the “Base Indenture”), as supplemented by Supplemental Indenture No. 2 dated as of [ ____], 2022 (“Second Supplemental Indenture” and together, the date hereof“Indenture”), among the Guarantor, the Issuer (as defined below) and U.S. Bank Trust Company, National Association, as Trustee (the “Indenture”)trustee), has irrevocably and unconditionally guaranteed on a subordinated senior basis the Guarantee Obligations (as defined in Section 16.01 15.01 of the Second Supplemental Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 3.625% Subordinated Senior Notes due 2028 (the “Notes”) of Healthcare Realty Trust of America Holdings, L.P.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 interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 16 15 of the Second 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 same shall be promptly paid in full when due or performed in accordance with the terms of the extension 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 Second Supplemental Indenture are expressly set forth in Article 15 of the Second Supplemental Indenture and reference is hereby made to such Second 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 or the Second 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 Second Supplemental Indenture or until legally discharged in accordance with the 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 upon which this Guarantee is noted shall have been signed, in the name and on behalf of the Trustee under the Second Supplemental Indenture, manually by one of the authorized officers of the Trustee under the Indenture. The obligations of the Guarantor under this Guarantee shall be limited to the 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 same meanings given in the Second Supplemental Indenture unless otherwise indicated.

Form of Guarantee. The Guarantor listed below Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (hereinafter the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantor,” which term includes any successors or assigns under Guarantee”), in accordance with the terms of the Indenture, dated as of September 30, 2009 (herein called the date hereof“Base Indenture”), among the GuarantorAmérica Móvil, S.A.B. de C.V., the Issuer (as defined below) Guarantor and U.S. The Bank National Associationof 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”)), has irrevocably among the Company, the Guarantor, the Trustee and unconditionally guaranteed on a subordinated basis the Guarantee Obligations Bank of New York Mellon (Luxembourg) S.A., as defined in Section 16.01 of Luxembourg Paying Agent and Luxembourg Transfer Agent, the Indenture), which include (i) the due full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest and Additional Interest, if any, on the % Subordinated Notes due (the “Notes”) of Healthcare Realty Holdings, L.P., 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 anyon, and (to any other amounts due under the extent permitted by law) interest on any interest on the Notes, Notes and the due and punctual performance of all other obligations of the IssuerCompany 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 Notes or 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 with, the law of the State of New York. This Guarantee is subject to release upon the terms set forth in Article 16 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwise.

Form of Guarantee. The Guarantor listed below Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (hereinafter the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantor,” which term includes any successors or assigns under Guarantee”), in accordance with the terms of the Indenture, dated as of September 30, 2009 (herein called the date hereof“Base Indenture”), among the GuarantorAmérica Móvil, S.A.B. de C.V., the Issuer (as defined below) Guarantor and U.S. The Bank National Associationof New York Mellon, as Trustee (the “Trustee”), Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Seventh Supplemental Indenture, dated as of June 28, 2010 (the “Seventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)), has irrevocably among the Company, the Guarantor, the Trustee and unconditionally guaranteed on a subordinated basis the Guarantee Obligations Bank of New York Mellon (Luxembourg) S.A., as defined in Section 16.01 of Luxembourg Paying Agent and Luxembourg Transfer Agent, the Indenture), which include (i) the due full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest and Additional Interest, if any, on the % Subordinated Notes due (the “Notes”) of Healthcare Realty Holdings, L.P., 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 anyon, and (to any other amounts due under the extent permitted by law) interest on any interest on the Notes, Notes and the due and punctual performance of all other obligations of the IssuerCompany 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 Notes or 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 with, the law of the State of New York. This Guarantee is subject to release upon the terms set forth in Article 16 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwise.

Form of Guarantee. The Guarantor listed below Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (hereinafter the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantor,” which term includes any successors or assigns under Guarantee”), in accordance with the terms of the Indenture, dated as of September 30, 2009 (herein called the date hereof“Base Indenture”), among the GuarantorAmérica Móvil, S.A.B. de C.V., the Issuer (as defined below) Guarantor and U.S. The Bank National Associationof New York Mellon, as Trustee (the “Trustee”), Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Sixth Supplemental Indenture, dated as of June 28, 2010 (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)), has irrevocably among the Company, the Guarantor, the Trustee and unconditionally guaranteed on a subordinated basis the Guarantee Obligations Bank of New York Mellon (Luxembourg) S.A., as defined in Section 16.01 of Luxembourg Paying Agent and Luxembourg Transfer Agent, the Indenture), which include (i) the due full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest and Additional Interest, if any, on the % Subordinated Notes due (the “Notes”) of Healthcare Realty Holdings, L.P., 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 anyon, and (to any other amounts due under the extent permitted by law) interest on any interest on the Notes, Notes and the due and punctual performance of all other obligations of the IssuerCompany 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 Notes or 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 with, the law of the State of New York. This Guarantee is subject to release upon the terms set forth in Article 16 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwise.