Common use of Certification Form Clause in Contracts

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 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. FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY (Transfers pursuant to § 305(c)(5)(ii) of the Indenture) 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 % Due (the “Securities”) 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. (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 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 OR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (Transfers pursuant Pursuant to § 305(c)(5)(iiss.3.07(d)(i) of the 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 % Due (the “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 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 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”)amended, and accordingly and, 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 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 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. Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE OR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (Transfers pursuant Pursuant to § 305(c)(5)(ii'307(d)(i) of the Indenture) The First National 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 % Due (the “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 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 OR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (Transfers pursuant to § 305(c)(5)(iiTRANSFERS PURSUANT TO SECTION 3.06(d)(i) of the IndentureOF 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 % Due (the “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: ----------------------

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, of the initial offering of such Securities being transferred. Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE OR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (Transfers pursuant Pursuant to § 305(c)(5)(iiss.309(d) of the 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: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

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 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. Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE OR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (Transfers pursuant to § 305(c)(5)(iiTRANSFERS PURSUANT TO SS.307(D)(I) of the IndentureOF THE INDENTURE) The First National 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 % Due (the “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.