Exhibits/Schedules The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.
Schedules etc References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.
Amendment to Schedules Schedule 2.01 of the Credit Agreement shall be and it hereby is amended in its entirety by substituting Schedule 2.01 attached hereto.
EXHIBITS AND SCHEDULES TO THE OMNIBUS INSTRUMENT Exhibit A Standard Trust Terms — Incorporated herein by reference to Exhibit 99.2 to Principal Life Insurance Company’s Current Report on Form 8-K, filed on March 1, 2006. Exhibit B Standard License Agreement Terms — Incorporated herein by reference to Exhibit 99.1 to Principal Life Insurance Company’s Current Report on Form 8-K, filed on March 29, 2004. Exhibit C Standard Indenture Terms — Incorporated herein by reference to Exhibit 99.1 to Principal Life Insurance Company’s Current Report on Form 8-K, filed on March 1, 2006. Exhibit D Pricing Supplement — Incorporated herein by reference to the Pricing Supplement with respect to Principal Life Income Fundings Trust 2007-5, filed on January 8, 2007, with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended. Exhibit E Principal Life Insurance Company Officer’s Certificate Exhibit F Principal Life Income Fundings Trusts Trustee Officer’s Certificate Exhibit G Free Writing Prospectus(es) Schedule I Terms Agreement Specifications EXHIBIT E Principal Life Insurance Company The undersigned, an officer of Principal Life Insurance Company, an Iowa stock life insurance company (“Principal Life”), does hereby certify to Standard & Poor’s Ratings Services, a division of The MxXxxx-Xxxx Companies, Inc., in such capacity and on behalf of Principal Life, to the knowledge of the undersigned and after reasonable inquiry, that:
Amendment of Schedules Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.
LIST OF SCHEDULES AND EXHIBITS Schedules
Exhibits and Addenda All exhibits and/or addenda attached hereto, listed below, or referenced herein are made a part of this Agreement. If any such exhibit or addendum conflicts with any preceding paragraph (including any changes thereto made by the parties), said exhibit or addendum shall control: All Cash Sale Exhibit (F401) “ ” Back-up Agreement Contingency Exhibit (F604) “ ” Closing Attorney Acting as Holder of Xxxxxxx Money Exhibit (F510) “ ” Community Association Disclosure Exhibit (F322) “ ” Condominium Resale Purchase and Sale Exhibit (F204) “ ” Conventional Loan Contingency Exhibit (F404) “ ” FHA Loan Contingency Exhibit (F407) “ ” Lead-Based Paint Exhibit (F316) “ ” Lease Purchase and Sale Exhibit (F207) (to be used with F916) “ ” Lease for Lease/Purchase Agreement (F916) (to be used with F207) “ ” Legal Description Exhibit (F807 or other) “ ” Loan Assumption Exhibit (F416) “ ” Sale or Lease of Buyer’s Property Contingency Exhibit (F601) “ ” Seller’s Property Disclosure Statement Exhibit (F301, F304, F307 or F310) “ ” Survey of Property as Exhibit “ ” Temporary Occupancy Agreement for Seller after Closing Exhibit (F219) “ ” USDA-RD Loan Contingency Exhibit (F413) “ ” VA Loan Contingency Exhibit (F410) “ ” Other Other Additional Special Stipulations are attached.
Exhibits and Attachments The following exhibits and attachments are included hereto and incorporated by reference herein: Exhibit A—Services Exhibit B—Payments and rates Attachment I—§504 Compliance
Annexes The Annexes form an integral part of this Agreement.
LIST OF EXHIBITS AND SCHEDULES Exhibits
