Common use of Certification Form Clause in Contracts

Certification Form. Except as otherwise specified as contemplated by Section 301 for Securities of any series, whenever any certification is to be given by a beneficial owner of a portion of a Restricted Global Security pursuant to Section 305(c)(5)(ii) of this Indenture in connection with the transfer of a beneficial interest in a Restricted Global Security to a person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Security, such certification shall be provided substantially in the form of the following certificate, with only such changes as shall be approved in writing by the Company and the lead underwriters or purchasers, if any, of the initial offering of such Securities being transferred. The First National Bank of Chicago, as Trustee Corporate Trust Services Division One First Xxxxxxxx Xxxxx—Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000-0000 Re: CSR America, Inc Reference is hereby made to the Indenture, dated as of March 1, 1994 (the “Indenture”), between CSR America, Inc., CSR Limited and The First National Bank of Chicago, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to US$ principal amount of Securities which are evidenced by one or more Restricted Global Securities (CUSIP No. ) and held with the Depositary in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Securities to a person who will take delivery thereof in the form of an equal principal amount of Securities evidenced by one or more Regulation S Global Securities (CUSIP 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 such transfer has been effected pursuant to and in accordance with Rule 903 or Rule 904 under the United States Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby further certify that:

Certification Form. Except as otherwise specified as contemplated by Section 301 for Securities of any series, whenever any certification is to be given by a beneficial an owner of a portion of beneficial interest in a Restricted Regulation S Global Security pursuant to Section 305(c)(5)(ii307(d)(i) of this Indenture Indenture, in connection with the transfer of a beneficial interest in a Restricted Global Security therein to a person Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Rule 144A Global Security, such certification shall be provided substantially in the form of the following certificatecertificate (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 shall may be approved in writing by the Company and the lead underwriters or purchasers, if any, Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (Transfers Pursuant to '307(d)(i) of the initial offering of such Securities being transferred. The First National Indenture) IBJ Whitehall Bank of Chicago& Trust Company, as Trustee Corporate Trust Services Division One First Xxxxxxxx Xxxxx—Xxx Xxxxx 0000 XxxxxxxXxxxxx Xxx Xxxx, Xxxxxxxx 00000-0000 ReXxx Xxxx 00000 Re : CSR AmericaMIDAMERICAN FUNDING, Inc LLC's [Title of Securities] Reference is hereby made to the Indenture, dated as of March 1__, 1994 1999 (the “"Indenture”"), between CSR AmericaMIDAMERICAN FUNDING, Inc., CSR Limited LLC and The First National IBJ Whitehall Bank of Chicago& 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 US$ U.S. $ principal amount of Securities which are evidenced by one or more Restricted Regulation S Global Securities in fully registered form (CUSIP ISIN No. _____) and held with the Depositary by means of a book-entry interest through [Euroclear] [Cedel] in the name of [insert name of transferor] (the “"Transferor”"). .] The Transferor has requested a transfer of such beneficial interest in the Securities Regulation S Global Security to a person who Person that will take delivery thereof (the "Transferee") in the form of an any equal principal amount of Securities evidenced by one or more Regulation S Rule 144A Global Securities (CUSIP No ), which amount, immediately after such transfer, is to be held with the Depositary through Euroclear or Cedel or both (Common Code No. ). In connection with such request and in respect of such Securities, the Transferor does hereby certify that such transfer has been effected the interests in the Regulation S Global Security are being transferred pursuant to and in accordance with Rule 903 or Rule 904 144A under the United States Securities Act of 1933, as amended (the “Securities Act”)and, and accordingly accordingly, the Transferor does hereby further certify thatthat 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 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 301 3.01 for Securities of any series, whenever any certification is to be given by a beneficial an owner of a portion of beneficial interest in a Restricted Regulation S Global Security pursuant to Section 305(c)(5)(ii3.07(d)(i) of this Indenture Indenture, in connection with the transfer of a beneficial interest in a Restricted Global Security therein to a person 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. (b) 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)(iv) of this Indenture in connection with the transfer of a beneficial interest in the Regulation S Global Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, such certification shall be provided substantially in the form of the following certificate, with only such changes as shall be approved in writing by the Company and the lead underwriters or purchasers, if any, Company. FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL SECURITY TO UNRESTRICTED GLOBAL SECURITY (Transfers pursuant to ss.3.07(d)(iv) of the initial offering of such Securities being transferred. Indenture) The First National Bank of ChicagoNew York, as Trustee Corporate Trust Services Division One First Xxxxxxxx Xxxxx—Xxxxx 0000 Xxxxxxx000 Xxxxxxx Xxxxxx New York, Xxxxxxxx 00000-0000 New York 10286 Re: CSR America, Inc MIDAMERICAN ENERGY HOLDINGS COMPANY'S [Title of Securities] Reference is hereby made to the Indenture, dated as of March 1October 4, 1994 2002 (the “"Indenture”"), between CSR America, Inc., CSR Limited MidAmerican Energy Holdings Company and The First National Bank of ChicagoNew York, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to US$ U.S.$ _________ principal amount of Securities which are evidenced by one or more Restricted Regulation S Global Securities (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 Securities to a person Person who will take delivery thereof in the form of an equal principal amount of Securities evidenced by one or more Regulation S Unrestricted Global Securities (CUSIP No ), which amount, immediately after such transfer, is to be held with the Depositary through Euroclear or Cedel or both (Common Code No._________). In connection with such request and in respect of such Securities, the Transferor does hereby certify that such transfer has been effected pursuant to and in accordance with either Rule 903 903, Rule 904 or Rule 904 144 under the United States Securities Act of 1933, as amended (the “"Securities Act”"), and accordingly the Transferor does hereby further certify that: (1) if the transfer has been effected pursuant to Rule 903 or Rule 904: (A) the offer of the Securities was not made to a Person in the United States; (B) either: (i) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any Person acting on its behalf reasonably believed that the transferee was outside the United States, or (ii) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any Person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States; (C) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and (D) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (2) if the transfer has been effected pursuant to Rule 144, the Securities have been transferred in a transaction permitted by Rule 144. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters and initial purchasers, if any, of the Securities being transferred. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S under the Securities Act. [Insert Name of Transferor] By: ------------------------------ Name: Title: Dated: _____________

Certification Form. Except as otherwise specified as contemplated by Section 301 for Securities of any series, whenever any certification is to be given by a beneficial an owner of a portion of beneficial interest in a Restricted Regulation S Global Security pursuant to Section 305(c)(5)(ii307(d)(i) of this Indenture Indenture, in connection with the transfer of a beneficial interest in a Restricted Global Security therein to a person Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Rule 144A Global Security, such certification shall be provided substantially in the form of the following certificatecertificate (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 shall may be approved in writing by the Company and the lead underwriters or purchasers, if any, of the initial offering of such Securities being transferred. The First National Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (TRANSFERS PURSUANT TO SS.307(D)(I) OF THE INDENTURE) IBJ Whitehall Bank of Chicago& Trust Company, as Trustee Corporate Trust Services Division One First Xxxxxxxx Xxxxx—Xxx Xxxxx 0000 XxxxxxxXxxxxx Xxx Xxxx, Xxxxxxxx 00000-0000 ReXxx Xxxx 00000 Re : CSR AmericaMIDAMERICAN FUNDING, Inc LLC's [Title of Securities] Reference is hereby made to the Indenture, dated as of March 1__, 1994 1999 (the “"Indenture”"), between CSR AmericaMIDAMERICAN FUNDING, Inc., CSR Limited LLC and The First National IBJ Whitehall Bank of Chicago& 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 US$ U.S. $_____ principal amount of Securities which are evidenced by one or more Restricted Regulation S Global Securities in fully registered form (CUSIP ISIN No. _____) and held with the Depositary by means of a book-entry interest through [Euroclear] [Cedel] in the name of [insert name of transferor] (the “"Transferor”"). .] The Transferor has requested a transfer of such beneficial interest in the Securities Regulation S Global Security to a person who Person that will take delivery thereof (the "Transferee") in the form of an any equal principal amount of Securities evidenced by one or more Regulation S Rule 144A Global Securities (CUSIP No ), which amount, immediately after such transfer, is to be held with the Depositary through Euroclear or Cedel or both (Common Code No.____). In connection with such request and in respect of such Securities, the Transferor does hereby certify that such transfer has been effected the interests in the Regulation S Global Security are being transferred pursuant to and in accordance with Rule 903 or Rule 904 144A under the United States Securities Act of 1933, as amended (the “Securities Act”)and, and accordingly accordingly, the Transferor does hereby further certify thatthat 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 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 301 for Securities of any series, whenever any certification is to be given by a beneficial owner of a portion of Book-Entry Interest in a Restricted Regulation S Global Security pursuant to Section 305(c)(5)(ii309(d) of this Indenture Indenture, in connection with the transfer of a beneficial interest in a Restricted Global Security therein to a person Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Interest in a Rule 144A Global Security, such certification shall be provided substantially in the form of the following certificatecertificate (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 shall may be approved in writing by the Company and the lead underwriters or purchasers, if any, Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (Transfers Pursuant to ss.309(d) of the initial offering of such Securities being transferred. Indenture) The First National Bank of ChicagoNew York, as Trustee Corporate Trust Services Division One First Xxxxxxxx Xxxxx—Xxxxx 0000 Xxxxxxx101 Barclay Street New York, Xxxxxxxx 00000-0000 New York 10286 Re: CSR America, Inc CE Elxxxxxx XX Xxxxxxx Xxxxxxx % Due (the "Securities") Reference is hereby made to the Indenture, dated as of March 1December 15, 1994 1997 (the “"Indenture”"), between CSR Americaamong CE Electric UK Funding Company, Inc., CSR Limited and The First National Bank of ChicagoNew 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 US$ US $ principal amount of Securities which are evidenced by one or more Restricted Regulation S Global Securities in bearer form (CUSIP ISIN No. _____) and held with the Book-Entry Depositary by means of a Book-Entry Interest through [Euroclear] [Cedel] in the name of [insert name of transferor] (the “"Transferor”"). .] The Transferor has requested a transfer of such beneficial interest in the Securities Book-Entry Interest to a person who Person that will take delivery thereof (the "Transferee") in the form of an any equal principal amount of Securities evidenced by one or more Regulation S Rule 144A 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 such transfer has been effected the interests in the Book-Entry Interest are being transferred pursuant to and in accordance with Rule 903 or Rule 904 144A under the United States Securities Act of 1933, as amended (the “Securities Act”)and, and accordingly accordingly, the Transferor does hereby further certify that the interests in the 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: CE Electric UK Funding Company (b) Except as otherwise specified as contemplated by Section 301 for Securities of any series, whenever any certification is to be given by a Holder of a Security pursuant to Section 308(a)(ii) of this Indenture in connection with the transfer or exchange of a definitive Restricted 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: 55 FORM OF TRANSFER CERTIFICATE FOR TRANSFER AND EXCHANGE OF DEFINITIVE SECURITIES THAT ARE RESTRICTED SECURITIES (Transfers Pursuant to ss.308(a)(ii) of the Indenture) The Bank of New York, as Trustee 101 Barclay Street New York, New York 10286 Re: CE Exxxxxxx XX Xxxxxxx Company % Due (the "Securities") Reference is hereby made to the Indenture, dated as of December 15, 1997 (the "Indenture"), 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 US $ principal amount of Securities presented or surrendered on the date hereof (the "Surrendered Securities") which are registered in the name of [insert name of transferor] (the "Transferor"). The Transferor has requested a transfer of such Surrendered Securities registered in the name of a Person (the "Transferee") other than the Transferor (each such transaction being referred to herein as a "transfer"). In connection with such request and in respect of such Surrendered Securities, the Transferor does hereby certify that:: [CHECK ONE] (1) the Surrendered Securities are being transferred to the Company or an Affiliate thereof;

Certification Form. Except as otherwise specified as contemplated by Section 301 for Securities of any series, whenever (a) Whenever any certification is to be given by a beneficial an owner of a portion of beneficial interest in a Restricted Regulation S Global Security pursuant to Section 305(c)(5)(ii3.06(d)(i) of this Indenture Indenture, in connection with the transfer of a beneficial interest in a Restricted Global Security therein to a person Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Rule 144A Global Security, such certification shall be provided substantially in the form of the following certificatecertificate (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 shall may be approved in writing by the Company and the lead underwriters or purchasers, if any, of the initial offering of such Securities being transferred. Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (TRANSFERS PURSUANT TO SECTION 3.06(d)(i) OF THE INDENTURE) The First National Bank of ChicagoNew York, as Trustee 000 Xxxxxxx Xxxxxx New York, NY 10286 Attn: Corporate Trust Services Division One First Xxxxxxxx Xxxxx—Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000-0000 ReAdministration Re : CSR America, Inc CILCORP INC.'s [Title of Securities] Reference is hereby made to the Indenture, dated as of March 1October 18, 1994 1999 (the “"Indenture”"), between CSR America, Inc., CSR Limited CILCORP INC. and The First National Bank of ChicagoTHE 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 US$ U.S. $___________ principal amount of Securities which are evidenced by one or more Restricted Regulation S Global Securities in fully registered form (CUSIP ISIN No. _____) and held with the Depositary by means of a book-entry interest through [Euroclear] [Cedel] in the name of [insert name of transferor] (the “"Transferor”"). The Transferor has requested a transfer of such beneficial interest in the Securities Regulation S Global Security to a person who Person that will take delivery thereof (the "Transferee") in the form of an any equal principal amount of Securities evidenced by one or more Regulation S Rule 144A Global Securities (CUSIP No ), which amount, immediately after such transfer, is to be held with the Depositary through Euroclear or Cedel or both (Common Code No. ______). In connection with such request and in respect of such Securities, the Transferor does hereby certify that such transfer has been effected the interests in the Regulation S Global Security are being transferred pursuant to and in accordance with Rule 903 or Rule 904 144A under the United States Securities Act of 1933, as amended (the “Securities Act”)and, and accordingly accordingly, the Transferor does hereby further certify that: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 or initial purchasers, if any, of the initial offering of such Securities being transferred. [Insert Name of Transferor] By: -------------------------------- Name: Title: Dated: ----------------------