Common use of Certification Form Clause in Contracts

Certification Form. (a) Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, whenever any certification is to be given by an owner of a beneficial interest in a Regulation S Global Security pursuant to Section 3.07(d)(i) of this Indenture, in connection with the transfer of a beneficial interest therein to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Global Security, such certification shall be provided substantially in the form of the following certificate (which may be attached to or set forth on the Security), including or omitting bracketed language as appropriate, but otherwise with only such changes as may be approved in writing by the Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (Transfers Pursuant to ss.3.07(d)(i) of the Indenture) The Bank of New York, as Trustee 000 Xxxxxxx Xxxxxx New York, New York 10286 Re: MIDAMERICAN ENERGY HOLDINGS COMPANY'S [Title of Securities] Reference is hereby made to the Indenture, dated as of October 4, 2002 (the "Indenture"), between MidAmerican Energy Holdings Company and The Bank of New York, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S. $_________ principal amount of Securities which are evidenced by one or more Regulation S Global Securities in fully registered form (CUSIP No._________; ISIN No. __________) and held with the Depositary by means of a book-entry interest through Euroclear or Clearstream in the name of [insert name of transferor] (the "Transferor"). The Transferor has requested a transfer of such beneficial interest in the Regulation S Global Security to a Person that will take delivery thereof (the "Transferee") in the form of any equal principal amount of Securities evidenced by one or more Rule 144A Global Securities (CUSIP No. ____). In connection with such request and in respect of such Securities, the Transferor does hereby certify that the interests in the Regulation S Global Security are being transferred pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended, and, accordingly, the Transferor does hereby further certify that the interests in the Regulation S Global Security are being transferred to a Person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters and initial purchasers of the Securities being transferred. [Insert Name of Transferor] By: ------------------------------- Name: Title: Dated: __________ cc: MIDAMERICAN ENERGY HOLDINGS COMPANY Signature Guaranty:_____________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Exchange Agent/Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Exchange Agent/Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Certification Form. (a) Except as otherwise specified as contemplated by Section 3.01 301 for Securities of any series, whenever any certification is to be given by an a beneficial owner of a beneficial interest Book-Entry Interest in a Regulation S Global Security pursuant to Section 3.07(d)(i309(d) of this Indenture, in connection with the transfer of a beneficial interest therein to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Book-Entry Interest in a Rule 144A Global Security, such certification shall be provided substantially in the form of the following certificate (which may be attached to or set forth on the Security), including or omitting bracketed language as appropriate, but otherwise with only such changes as may be approved in writing by the Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (Transfers Pursuant to ss.3.07(d)(iss.309(d) of the Indenture) The Bank of New York, as Trustee 000 Xxxxxxx Xxxxxx 101 Barclay Street New York, New York 10286 Re: MIDAMERICAN ENERGY HOLDINGS COMPANY'S [Title of CE Elxxxxxx XX Xxxxxxx Xxxxxxx % Due (the "Securities] ") Reference is hereby made to the Indenture, dated as of October 4December 15, 2002 1997 (the "Indenture"), between MidAmerican Energy Holdings Company and among CE Electric UK Funding Company, The Bank of New York, as Trustee, Principal Paying Agent, Security Exchange Agent/Registrar and Transfer Agent and Banque Internationale a Luxembourg S.A., as Paying Agent and Transfer Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S. $_________ US $ principal amount of Securities which are evidenced by one or more Regulation S Global Securities in fully registered bearer form (CUSIP No._________; ISIN No. __________) and held with the Book-Entry Depositary by means of a bookBook-entry interest Entry Interest through Euroclear or Clearstream [Euroclear] [Cedel] in the name of [insert name of transferor] (the "Transferor"). .] The Transferor has requested a transfer of such beneficial interest in the Regulation S Global Security Book-Entry Interest to a Person that will take delivery thereof (the "Transferee") in the form of any equal principal amount of Securities evidenced by one or more Rule 144A Global Securities (CUSIP No. ____). .] In connection with such request and in respect of such Securities, the Transferor does hereby certify that the interests in the Regulation S Global Security Book-Entry Interest are being transferred pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended, and, accordingly, the Transferor does hereby further certify that the interests in the Regulation S Global Security Book-Entry Interest are being transferred to a Person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters and initial purchasers of the Securities being transferred. [Insert Name of Transferor] By: ------------------------------- -------------------------------- Name: Title: Dated: __________ -------------------- cc: MIDAMERICAN ENERGY HOLDINGS COMPANY Signature Guaranty:_____________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Exchange Agent/Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Exchange Agent/Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.CE Electric UK Funding Company

Certification Form. (a) Except as otherwise specified as contemplated by Section 3.01 301 for Securities of any series, whenever any certification is to be given by an a beneficial owner of a beneficial interest in portion of a Regulation S Restricted Global Security pursuant to Section 3.07(d)(i305(c)(5)(ii) of this Indenture, Indenture in connection with the transfer of a beneficial interest therein in a Restricted Global Security to a Person person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Regulation S Global Security, such certification shall be provided substantially in the form of the following certificate (which may be attached to or set forth on the Security)certificate, including or omitting bracketed language as appropriate, but otherwise with only such changes as may shall be approved in writing by the Company: Company and the lead underwriters or purchasers, if any, of the initial offering of such Securities being transferred. FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER OR EXCHANGE FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (Transfers Pursuant pursuant to ss.3.07(d)(i§ 305(c)(5)(ii) of the Indenture) The First National Bank of New YorkChicago, as Trustee 000 Xxxxxxx Xxxxxx New YorkCorporate Trust Services Division One First Xxxxxxxx Xxxxx—Xxxxx 0000 Xxxxxxx, New York 10286 Xxxxxxxx 00000-0000 Re: MIDAMERICAN ENERGY HOLDINGS COMPANY'S [Title of CSR America, Inc % Due (the “Securities] ”) Reference is hereby made to the Indenture, dated as of October 4March 1, 2002 1994 (the "“Indenture"”), between MidAmerican Energy Holdings Company CSR America, Inc., CSR Limited and The First National Bank of New YorkChicago, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S. $_________ US$ principal amount of Securities which are evidenced by one or more Regulation S Restricted Global Securities in fully registered form (CUSIP No._________; ISIN No. __________) and held with the Depositary by means of a book-entry interest through Euroclear or Clearstream in the name of [insert name of transferor] (the "“Transferor"”). The Transferor has requested a transfer of such beneficial interest in the Regulation S Global Security Securities to a Person that person who will take delivery thereof (the "Transferee") in the form of any an equal principal amount of Securities evidenced by one or more Rule 144A Regulation S Global Securities (CUSIP No. ____No ), which amount, immediately after such transfer, is to be held with the Depositary through Euroclear or Cedel or both (Common Code ). In connection with such request and in respect of such Securities, the Transferor does hereby certify that the interests in the Regulation S Global Security are being transferred such transfer has been effected pursuant to and in accordance with Rule 144A 903 or Rule 904 under the United States Securities Act of 1933, as amendedamended (the “Securities Act”), and, accordingly, and accordingly the Transferor does hereby further certify that the interests in the Regulation S Global Security are being transferred to a Person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters and initial purchasers of the Securities being transferred. [Insert Name of Transferor] By: ------------------------------- Name: Title: Dated: __________ cc: MIDAMERICAN ENERGY HOLDINGS COMPANY Signature Guarantythat:_____________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Exchange Agent/Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Exchange Agent/Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Certification Form. (a) Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, whenever Whenever any certification is to be given by an owner of a beneficial interest in a Regulation S Global Security pursuant to Section 3.07(d)(i3.06(d)(i) of this Indenture, in connection with the transfer of a beneficial interest therein to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Global Security, such certification shall be provided substantially in the form of the following certificate (which may be attached to or set forth on the Security), including or omitting bracketed language as appropriate, but otherwise with only such changes as may be approved in writing by the Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (Transfers Pursuant to ss.3.07(d)(iTRANSFERS PURSUANT TO SECTION 3.06(d)(i) of the IndentureOF THE INDENTURE) The Bank of New York, as Trustee 000 Xxxxxxx Xxxxxx New York, New York NY 10286 ReAttn: MIDAMERICAN ENERGY HOLDINGS COMPANY'S Corporate Trust Administration Re : CILCORP INC.'s [Title of Securities] Reference is hereby made to the Indenture, dated as of October 418, 2002 1999 (the "Indenture"), between MidAmerican Energy Holdings Company CILCORP INC. and The Bank of New YorkTHE BANK OF NEW YORK, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S. $___________ principal amount of Securities which are evidenced by one or more Regulation S Global Securities in fully registered form (CUSIP No._________; ISIN No. __________) and held with the Depositary by means of a book-entry interest through Euroclear or Clearstream [Euroclear] [Cedel] in the name of [insert name of transferor] (the "Transferor"). The Transferor has requested a transfer of such beneficial interest in the Regulation S Global Security to a Person that will take delivery thereof (the "Transferee") in the form of any equal principal amount of Securities evidenced by one or more Rule 144A Global Securities (CUSIP No. ______). In connection with such request and in respect of such Securities, the Transferor does hereby certify that the interests in the Regulation S Global Security are being transferred pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended, and, accordingly, the Transferor does hereby further certify that the interests in the Regulation S Global Security are being transferred to a Person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters and or initial purchasers purchasers, if any, of the initial offering of such Securities being transferred. [Insert Name of Transferor] By: ------------------------------- -------------------------------- Name: Title: Dated: __________ cc: MIDAMERICAN ENERGY HOLDINGS COMPANY Signature Guaranty:_____________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Exchange Agent/Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Exchange Agent/Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.----------------------

Certification Form. (a) Except as otherwise specified as contemplated by Section 3.01 301 for Securities of any series, whenever any certification is to be given by an owner of a beneficial interest in a Regulation S Global Security pursuant to Section 3.07(d)(i307(d)(i) of this Indenture, in connection with the transfer of a beneficial interest therein to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Global Security, such certification shall be provided substantially in the form of the following certificate (which may be attached to or set forth on the Security), including or omitting bracketed language as appropriate, but otherwise with only such changes as may be approved in writing by the Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (Transfers Pursuant to ss.3.07(d)(iTRANSFERS PURSUANT TO SS.307(D)(I) of the IndentureOF THE INDENTURE) The IBJ Whitehall Bank of New York& Trust Company, as Trustee 000 Xxxxxxx Xxx Xxxxx Xxxxxx New YorkXxx Xxxx, New York 10286 ReXxx Xxxx 00000 Re : MIDAMERICAN ENERGY HOLDINGS COMPANY'S FUNDING, LLC's [Title of Securities] Reference is hereby made to the Indenture, dated as of October 4March __, 2002 1999 (the "Indenture"), between MidAmerican Energy Holdings Company MIDAMERICAN FUNDING, LLC and The IBJ Whitehall Bank of New York& Trust Company, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S. $_________ principal amount of Securities which are evidenced by one or more Regulation S Global Securities in fully registered form (CUSIP No._________; ISIN No. __________) and held with the Depositary by means of a book-entry interest through Euroclear or Clearstream [Euroclear] [Cedel] in the name of [insert name of transferor] (the "Transferor"). .] The Transferor has requested a transfer of such beneficial interest in the Regulation S Global Security to a Person that will take delivery thereof (the "Transferee") in the form of any equal principal amount of Securities evidenced by one or more Rule 144A Global Securities (CUSIP No. .____). In connection with such request and in respect of such Securities, the Transferor does hereby certify that the interests in the Regulation S Global Security are being transferred pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended, and, accordingly, the Transferor does hereby further certify that the interests in the Regulation S Global Security are being transferred to a Person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters and initial purchasers of the Securities being transferred. [Insert Name of Transferor] By: ------------------------------- Name: Title: Dated: ____________________________ Name: Title: Dated: cc: MIDAMERICAN ENERGY HOLDINGS COMPANY FUNDING, LLC Signature Guaranty:_____________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Exchange Agent/Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Exchange Agent/Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Certification Form. (a) Except as otherwise specified as contemplated by Section 3.01 301 for Securities of any series, whenever any certification is to be given by an owner of a beneficial interest in a Regulation S Global Security pursuant to Section 3.07(d)(i307(d)(i) of this Indenture, in connection with the transfer of a beneficial interest therein to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Global Security, such certification shall be provided substantially in the form of the following certificate (which may be attached to or set forth on the Security), including or omitting bracketed language as appropriate, but otherwise with only such changes as may be approved in writing by the Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (Transfers Pursuant to ss.3.07(d)(i'307(d)(i) of the Indenture) The IBJ Whitehall Bank of New York& Trust Company, as Trustee 000 Xxxxxxx Xxx Xxxxx Xxxxxx New YorkXxx Xxxx, New York 10286 ReXxx Xxxx 00000 Re : MIDAMERICAN ENERGY HOLDINGS COMPANY'S FUNDING, LLC's [Title of Securities] Reference is hereby made to the Indenture, dated as of October 4March __, 2002 1999 (the "Indenture"), between MidAmerican Energy Holdings Company MIDAMERICAN FUNDING, LLC and The IBJ Whitehall Bank of New York& Trust Company, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S. $_________ $ principal amount of Securities which are evidenced by one or more Regulation S Global Securities in fully registered form (CUSIP No._________; ISIN No. __________) and held with the Depositary by means of a book-entry interest through Euroclear or Clearstream [Euroclear] [Cedel] in the name of [insert name of transferor] (the "Transferor"). .] The Transferor has requested a transfer of such beneficial interest in the Regulation S Global Security to a Person that will take delivery thereof (the "Transferee") in the form of any equal principal amount of Securities evidenced by one or more Rule 144A Global Securities (CUSIP No. ____). In connection with such request and in respect of such Securities, the Transferor does hereby certify that the interests in the Regulation S Global Security are being transferred pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended, and, accordingly, the Transferor does hereby further certify that the interests in the Regulation S Global Security are being transferred to a Person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters and initial purchasers of the Securities being transferred. [Insert Name of Transferor] By: ------------------------------- Name: Title: Dated: __________ cc: MIDAMERICAN ENERGY HOLDINGS COMPANY FUNDING, LLC Signature Guaranty:_____________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Exchange Agent/Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Exchange Agent/Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.