Dell PowerEdge 2012 R2 Downgrade Rights Dell's Website Options for two VM's

I've been on and off the phone with Dell trying to make sense of something they don't seem quite certain about. I prefer to buy a PowerEdge however licensing issues continue to come up. My last understanding is I can purchase Server 2012 R2 and downgrade Essentials and Exchange as two VM's. My question, is the following on Dell's site necessary. Of course Dell says it is however Microsoft hasn't confirmed.

Dell Licensing for VM's
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WORKS2011Austin Tech CompanyAsked:
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Cliff GaliherCommented:
You will never get Exchange as a downgrade-right for a 2012 or 2012 R2 OS purchase  If you want exchange, you have to buy it.

As far as Essentials, technically you could, but there is ZERO reason to , and getting downgrade keys from OEM purchases is a pain anyways. If you want Essentials alone, just buy Essentials. If you want 2 VMs then buy Standard. In 2012 R2, the essentials features can be added as a role onto a Standard Edition install so there is no reason (none, zip, zero, zilch) reason to exercise downgrade rights.
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WORKS2011Austin Tech CompanyAuthor Commented:
You will never get Exchange as a downgrade-right for a 2012 or 2012 R2 OS purchase  If you want exchange, you have to buy it.
I understand buying exchange is necessary, if I misspoke about downgrading my apologies my question is if I buy 2012 Server and Exchange why do I need to purchase $684.13 from Dell? If this is considered Exchange makes sense, if it's not exchange what is it?
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Cliff GaliherCommented:
Additional 2012 licenses. Either for more VMs or to meet the necessary minimum licenses for the number of processors you have. It is not uncommon to "stack" multiple Standard licenses.
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WORKS2011Austin Tech CompanyAuthor Commented:
As far as Essentials, technically you could, but there is ZERO reason to , and getting downgrade keys from OEM purchases is a pain anyways. If you want Essentials alone, just buy Essentials. If you want 2 VMs then buy Standard. In 2012 R2, the essentials features can be added as a role onto a Standard Edition install so there is no reason (none, zip, zero, zilch) reason to exercise downgrade rights.
only reason I can think of to use essentials is the gateway if users want to remote into their computers. My understanding is this is disabled when you active Essentials as a role, which then means buying RDP licenses at $400 - $450 a license as well as 2012 CALS.

Assuming the following is correct (from my research)
If you also purchase a single copy of Essentials (as a SKU) to run as a guest, you will not need any server CALs, or RDS CALs.
I
f you chose to install the Essentials Role on one of your 1+2 Guests, then you would need Server CALs and RDS CALs.
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Cliff GaliherCommented:
Which is why I said if you *only* want essentials, buy essentials (stressing "only.")

The moment you add a second server (and exchange was mentioned so that is clearly the case) those CAL requirements kick in anyways. So the 25 user benefit of essentials is no longer in play. Yes, this applies to RDS too. I have personally sat down with the Essentials licensing guys in Redmond and had the discussion about this significant cost barrier. All I can say is they know it is a concern.
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WORKS2011Austin Tech CompanyAuthor Commented:
I ended up buying 2012 R2 Standard with CALS and 1 RDS license pack using 1VM for exchange and the CALS necessary. Makes sense (now) not to worry about Essentials in a VM situation.

THANK YOU Cliff, greatly appreciate all your help.
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