Common use of Form of Guarantee Clause in Contracts

Form of Guarantee. The Guarantee of any applicable series of Securities shall be in substantially the following form: For value received, the undersigned (the “Guarantor”), to the extent set forth in and subject to the terms of the Indenture, dated as of _________ (the “Indenture”), among DH Europe Finance II S.À X.X., a private limited liability company duly organized and existing under the laws of Luxembourg (the “Company”), the Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under the Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of or interest on or premium, if any, on the Securities and all other monetary obligations of the Company under the Indenture and the 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 Indenture and the Securities. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Fourteen of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Securities to which this Guarantee is 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 the meanings assigned to them in the Indenture.

Form of Guarantee. The Guarantee Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of any applicable series of Securities shall be in substantially the following form: For value received, the undersigned Mexico (the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the extent set forth “Guarantee”), in and subject to accordance with the terms of the Indenture, dated as of _________ September 30, 2009 (herein called the “Base Indenture”), among DH Europe Finance II S.À X.X.América Móvil, a private limited liability company duly organized and existing under the laws of Luxembourg (the “Company”)S.A.B. de C.V., the Guarantor and The Bank of New York Mellon Trust Company, N.A.Mellon, as Trustee (herein called the “Trustee, which term includes any successor trustee under the Indenture”), irrevocably Security Registrar, Paying Agent and unconditionally guarantees to each Holder and to 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”), among the Company, the Guarantor, the Trustee and its successors the Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and assigns (1) Luxembourg Transfer Agent, the full and punctual payment when due, whether at Stated Maturitymaturity, upon redemption, by acceleration, by redemption 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 obligations 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 Trustee) 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 Securities, whether for payment of principal of or interest on or premium, if any, on Base Indenture. Capitalized terms used but not defined herein shall have the Securities and all other monetary respective meanings given to them in the Indenture. The obligations of the Company under Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture and shall be limited to the Securities and (2) the full and punctual performance within applicable grace periods of maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of the Guarantor, result in the obligations of the Company whether for fees, expenses, indemnification or otherwise Guarantor under the Indenture and the SecuritiesGuarantees 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 forth, to the extent and in the manner provided, in Article Fourteen Eleven of the Indenture, Base Indenture and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Securities 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 endorsed, annexed shall have been executed by accepting such Securities, agrees to and the Trustee under the Indenture by the manual signature of one of its authorized signatories. This Guarantee shall be bound by such provisionsgoverned by, and construed in accordance with, the law of the State of New York. All This Guarantee is subject to release upon the terms used in this Guarantee which are defined in the Indenture shall have the meanings assigned to them set forth in the Indenture.

Form of Guarantee. The Guarantee of any applicable series of Securities shall be in substantially the following form: For value received, the undersigned (the “Guarantor”), to the extent set forth in and subject to the terms of the Indenture, dated as of _________ (the “Indenture”), among DH Europe Finance II S.À X.X., a private limited liability company duly organized and existing under the laws of Luxembourg (the “Company”), the Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under the Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of or interest on or premium, if any, on the Securities and all other monetary obligations of the Company under the Indenture and the 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 Indenture and the Securities. The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Fourteen of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Securities to which this Guarantee is 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 the meanings assigned to them in the Indenture.