Common use of Replacement and Resignation of Remarketing Agent Clause in Contracts

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 as the Remarketing Agent and as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC shall otherwise agree. Any such replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg LLC may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee and the Collateral Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their its absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 [ ] as the Remarketing Agent and as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh [eleventh] Business Day immediately prior to the Initial Remarketing Date in the case of a remarketing to occur on the Remarketing Date or any of the two Business Days immediately following the Remarketing Date, any (ii) the [fourteenth] Business Day immediately prior to October 1, 2004 in the case of a remarketing to occur on a Subsequent Remarketing Date or immediately following a Failed Remarketing on any of the Final two Business Days immediately following the Remarketing Date, as or (iii) the [fourteenth] Business Day immediately prior to the Stock Purchase Date in the case may be, provided, in either case, that of a remarketing to occur on any of the Company must replace three Business Days immediately prior to the UBS Warburg LLC both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC shall otherwise agreeStock Purchase Date. Any such replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg LLC [ ] may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh [eleventh] Business Day immediately prior to the Initial Remarketing Date in the case of a remarketing to occur on the Remarketing Date or any of the two Business Days immediately following the Remarketing Date, any (ii) the [fourteenth] Business Day immediately prior to October 1, 2004 in the case of a remarketing to occur on a Subsequent Remarketing Date or immediately following a Failed Remarketing on any of the Final two Business Days immediately following the Remarketing Date, as or (iii) the [fourteenth] Business Day immediately prior to the Stock Purchase Date in the case may beof a remarketing to occur on any of the three Business Days immediately prior to the Stock Purchase Date. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee and the Collateral Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their its absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 Xxxxxxx Xxxxx as the Remarketing Agent and as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to May 17, 2004, or (ii) in the event of a Failed Initial Remarketing, prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC Xxxxxxx Xxxxx both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC Xxxxxxx Xxxxx shall otherwise agree. Any such replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg LLC Xxxxxxx Xxxxx may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to May 17, 2004, or (ii) in the event of a Failed Initial Remarketing, on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee and the Collateral Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their its absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 Xxxxxxx Xxxxx as the Remarketing Agent and as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to August 17, 2004, or (ii) in the event of a Failed Initial Remarketing, prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC Xxxxxxx Xxxxx both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC Xxxxxxx Xxxxx shall otherwise agree. Any such replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg LLC Xxxxxxx Xxxxx may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to August 17, 2004, or (ii) in the event of a Failed Initial Remarketing, on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee and the Collateral Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their its absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 Xxxxxxx Xxxxx as the Remarketing Agent and as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time time, on the eleventh Business Day immediately prior to the Initial Remarketing Date, any Subsequent first Remarketing Date or the Final of any Three-Day Remarketing DatePeriod; provided that, as the case may be, provided, in either case, that if the Company must replace shall have selected a Three-Day Remarketing Period and none of the UBS Warburg LLC both as remarketings during such Three-Day Remarketing Agent Period shall have been successful, the Company may, subject to the foregoing, provide Xxxxxxx Xxxxx with such notice on and as Reset Agent unless UBS Warburg LLC shall otherwise agreeafter the Business Day following the last Remarketing Date during such Three-Day Remarketing Period. Any such replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. The Company shall notify the Purchase Contract Agent, the Collateral Agent and the Custodial Agent of the appointment of any such successor. (b) UBS Warburg LLC Xxxxxxx Xxxxx may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time time, on the eleventh Business Day immediately prior to the Initial Remarketing Date, any Subsequent first Remarketing Date or of any Three-Day Remarketing Period; provided that, if the Final Company shall have selected a Three-Day Remarketing DatePeriod and none of the remarketings during such Three-Day Remarketing Period shall have been successful, as the case may beXxxxxxx Xxxxx may, subject to the foregoing, provide the Company with such notice on and after the Business Day following the last Remarketing Date during such Three-Day Remarketing Period. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) . The Company and Sprint Capital shall give notify the Purchase Contract Agent, the Trustee Collateral Agent and the Collateral Custodial Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agentsuch successor.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 [_______] as the Remarketing Agent and as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time on the eleventh [eleventh] Business Day immediately prior to the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC shall otherwise agree. Any such replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable best efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg LLC [________] may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time on the eleventh [eleventh] Business Day immediately prior to the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall use all reasonable best efforts to appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee Collateral Agent, the Custodial Agent and the Collateral Agent Trustee prompt written notice of any replacement of the appointment Remarketing Agent pursuant to this section. (d) The Remarketing Agent shall give the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee prompt written notice of its resignation pursuant to this section. (e) Notwithstanding the above, no such resignation nor any such removal shall become effective until the Company shall have appointed (with notice to the Purchase Contract Agent, the Custodial Agent, the Collateral Agent and the Trustee) at least one nationally recognized broker-dealer as successor Remarketing Agent and Reset Agentsuch successor Remarketing Agent shall have entered into a remarketing agreement with the Company, in which it shall have agreed to conduct the remarketing in accordance with this Agreement in all material respects.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their its absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 as Merrxxx Xxxcx xx the Remarketing Agent and as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time time, on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, provided that the Company must replace the UBS Warburg LLC both Merrxxx Xxxcx xxxh as Remarketing Agent and as Reset Agent unless UBS Warburg LLC shall Merrxxx Xxxcx xxxll otherwise agree. Any such replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg LLC may Merrxxx Xxxcx xxx resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time time, on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee and the Collateral Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their its absolute discretion replace Xxxxxxx Xxxxx as the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 as the Remarketing Agent and as the Reset Agent in its capacity hereunder by giving notice (i) prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to any Initial Remarketing Date, or (ii) in the event of a Failed Initial Remarketing, prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC Xxxxxxx Xxxxx both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC Xxxxxxx Xxxxx shall otherwise agreeagree to continue to serve solely in one such capacity. Any such replacement shall become effective upon the Company's and Sprint Capital's ’s appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and and/or the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. The Company shall notify the Purchase Contract Agent, the Collateral Agent and the Custodial Agent of the appointment of any such successor. (b) UBS Warburg LLC Xxxxxxx Xxxxx may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice (i) prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to any Initial Remarketing Date, or (ii) in the event of a Failed Initial Remarketing, prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's ’s appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) . The Company and Sprint Capital shall give notify the Purchase Contract Agent, the Trustee Collateral Agent and the Collateral Custodial Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agentsuch successor.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Duke Capital may at any time in their absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 Xxxxxx Xxxxxxx as the Remarketing Agent and as the Reset Agent hereunder by giving pursuant to a 45 days' prior written notice prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may beXxxxxx Xxxxxxx, provided, in either case, that the Company and Duke Capital must replace the UBS Warburg LLC Xxxxxx Xxxxxxx both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC Xxxxxx Xxxxxxx shall otherwise agree. Any such replacement shall become effective upon the Company's Company and Sprint Duke Capital's appointment appoint ment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Duke Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg LLC Xxxxxx Xxxxxxx may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving pursuant to a 45 days' prior written notice prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may beCompany. Any such resignation shall be conditioned upon and become effective upon the Company's Company and Sprint Duke Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Duke Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Duke Capital shall give the Purchase Contract Agent, the Trustee Trustee, the Collateral Agent and the Collateral Custodial Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent.

Replacement and Resignation of Remarketing Agent. (a) The ------------------------------------------------ Company and Sprint Duke Capital may at any time in their absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 Xxxxxx Xxxxxxx as the Remarketing Agent and as the Reset Agent hereunder by giving pursuant to a 45 days' prior written notice prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may beXxxxxx Xxxxxxx, provided, in either case, that the Company and Duke Capital must replace the UBS Warburg LLC Xxxxxx Xxxxxxx both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC Xxxxxx Xxxxxxx shall otherwise agree. Any such replacement shall become effective upon the Company's Company and Sprint Duke Capital's appointment appoint ment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Duke Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg LLC Xxxxxx Xxxxxxx may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving pursuant to a 45 days' prior written notice prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may beCompany. Any such resignation shall be conditioned upon and become effective upon the Company's Company and Sprint Duke Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Duke Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Duke Capital shall give the Purchase Contract Agent, the Trustee Trustee, the Collateral Agent and the Collateral Custodial Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their its absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 Merrill Lynch as the Remarketing Agent and as the Reset Agent hereunder by giving hexxxxxxx xx xxving notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to November 16, 2004, or (ii) in the event of a Failed Initial Remarketing, prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC Merrill Lynch both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC unlesx Xxxxxlx Xxxch shall otherwise agree. Any such replacement shall become effective xxxxxx exxxxxive upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. The Company shall notify the Purchase Contract Agent and the Collateral Agent of the appointment of any such successor. (b) UBS Warburg LLC Merrill Lynch may resign at any time and be discharged from its duties and obligations xxxxxx axx xxligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to November 16, 2004, or (ii) in the event of a Failed Initial Remarketing, on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee and the Collateral Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their its absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 Merrill Lynch as the Remarketing Agent and Remarketixx Xxxxt xxx as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to the Initial Reset Date, or (ii) in the event of a Failed Initial Remarketing, prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC Merrill Lynch both as Remarketing Agent and Remarketxxx Xxxnx xxx as Reset Agent unless UBS Warburg LLC Merrill Lynch shall otherwise agreexxxxx. Any such Axx xxch replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. The Company shall notify the Purchase Contract Agent and the Collateral Agent of the appointment of any such successor in writing. (b) UBS Warburg LLC Merrill Lynch may resign at any time and be anx xxxx axx xx discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to May 16, 2005, or (ii) in the event of a Failed Initial Remarketing, on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee and the Collateral Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 X.X. Xxxxxx Securities LLC as the Remarketing Agent and as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time time, on the eleventh fourteenth Business Day immediately prior to preceding the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC shall otherwise agree. Any such replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable best efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg X.X. Xxxxxx Securities LLC may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time time, on the eleventh fourteenth Business Day immediately prior to preceding the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall use all reasonable best efforts to appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee Collateral Agent, the Custodial Agent and the Collateral Agent Trustee prompt written notice of any replacement of the appointment Remarketing Agent pursuant to this section. (d) The Remarketing Agent shall give the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee prompt written notice of its resignation pursuant to this section. (e) Notwithstanding the above, no such resignation nor any such removal shall become effective until the Company shall have appointed (with notice to the Purchase Contract Agent, the Custodial Agent, the Collateral Agent and the Trustee) at least one nationally recognized broker-dealer as successor Remarketing Agent and Reset Agentsuch successor Remarketing Agent shall have entered into a remarketing agreement with the Company, in which it shall have agreed to conduct the Remarketing in accordance with this Agreement in all material respects.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 [ ] as the Remarketing Agent and as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time time, on the eleventh fourteenth Business Day immediately prior to the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC shall otherwise agree. Any such replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable best efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg LLC [ ] may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time time, on the eleventh fourteenth Business Day immediately prior to the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall use all reasonable best efforts to appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee Collateral Agent, the Custodial Agent and the Collateral Agent Trustee prompt written notice of any replacement of the appointment Remarketing Agent pursuant to this section. (d) The Remarketing Agent shall give the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee prompt written notice of its resignation pursuant to this section. (e) Notwithstanding the above, no such resignation nor any such removal shall become effective until the Company shall have appointed (with notice to the Purchase Contract Agent, the Custodial Agent, the Collateral Agent and the Trustee) at least one nationally recognized broker-dealer as successor Remarketing Agent and Reset Agentsuch successor Remarketing Agent shall have entered into a remarketing agreement with the Company, in which it shall have agreed to conduct the remarketing in accordance with this Agreement in all material respects.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their its absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 Xxxxxxx Xxxxx as the Remarketing Agent and as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to February 17, 2005, or (ii) in the event of a Failed Initial Remarketing, prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC Xxxxxxx Xxxxx both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC Xxxxxxx Xxxxx shall otherwise agreeagree to continue to serve solely in one such capacity. Any such replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. The Company shall notify the Purchase Contract Agent and the Collateral Agent of the appointment of any such successor. (b) UBS Warburg LLC Xxxxxxx Xxxxx may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to February 17, 2005 or (ii) in the event of a Failed Initial Remarketing, on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee and the Collateral Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their its absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 Merrill Lynch as the Remarketing Agent and as the Reset Agent hereunder by giving hereuxxxx xx xxxxxg notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to November 17, 2004, or (ii) in the event of a Failed Initial Remarketing, prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC Merrill Lynch both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC Mxxxxxx Lxxxx shall otherwise agree. Any such replacement shall become effective becxxx xxxexxxxx upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. The Company shall notify the Purchase Contract Agent and the Collateral Agent of the appointment of any such successor. (b) UBS Warburg LLC Merrill Lynch may resign at any time and be discharged from its duties and obligations dutxxx xxx xxxxxations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to November 17, 2004 or (ii) in the event of a Failed Initial Remarketing, on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee and the Collateral Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their its absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 Merrill Lynch as the Remarketing Agent and as the Reset Agent hereunder by giving hereunxxx xx gxxxxx notice prior to 3:00 p.m., New York City time (i) on the [eleventh] Business Day immediately prior to November 16, 2004, or (ii) in the event of a Failed Initial Remarketing, prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC [Merrill Lynch] both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC [Xxxxxxx Xxxxx] shall otherwise agree. Any such replacement shall become effective becxxx xxxexxxxx upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg LLC [Merrill Lynch] may resign at any time and be discharged from its duties and obligations dutxxx xxx xxxxxations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time (i) on the [eleventh] Business Day immediately prior to November 16, 2004, or (ii) in the event of a Failed Initial Remarketing, on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee and the Collateral Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Duke Capital may at any time in their absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 Xxxxxx Xxxxxxx as the Remarketing Agent and as the Reset Agent hereunder by giving pursuant to a 45 days' prior written notice prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may beXxxxxx Xxxxxxx, provided, in either case, that the Company and Duke Capital must replace the UBS Warburg LLC Xxxxxx Xxxxxxx both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC Xxxxxx Xxxxxxx shall otherwise agree. Any such replacement shall become effective upon the Company's Company and Sprint Duke Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Duke Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg LLC Xxxxxx Xxxxxxx may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving pursuant to a 45 days' prior written notice prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may beCompany. Any such resignation shall be conditioned upon and become effective upon the Company's Company and Sprint Duke Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Duke Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Duke Capital shall give the Purchase Contract Agent, the Trustee Trustee, the Collateral Agent and the Collateral Custodial Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 [ ] as the Remarketing Agent and as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time time, on the eleventh fourteenth Business Day immediately prior to preceding the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC shall otherwise agree. Any such replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable best efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg LLC [ ] may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time time, on the eleventh fourteenth Business Day immediately prior to preceding the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall use all reasonable best efforts to appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee Collateral Agent, the Custodial Agent and the Collateral Agent Trustee prompt written notice of any replacement of the appointment Remarketing Agent pursuant to this section. (d) The Remarketing Agent shall give the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Trustee prompt written notice of its resignation pursuant to this section. (e) Notwithstanding the above, no such resignation nor any such removal shall become effective until the Company shall have appointed (with notice to the Purchase Contract Agent, the Custodial Agent, the Collateral Agent and the Trustee) at least one nationally recognized broker-dealer as successor Remarketing Agent and Reset Agentsuch successor Remarketing Agent shall have entered into a remarketing agreement with the Company, in which it shall have agreed to conduct the Remarketing in accordance with this Agreement in all material respects.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their its absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 as Merrxxx Xxxcx xx the Remarketing Agent and as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to _______________, 2003, or (ii) in the event of a Failed Initial Remarketing, prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC both Merrxxx Xxxcx xxxh as Remarketing Agent and as Reset Agent unless UBS Warburg LLC shall Merrxxx Xxxcx xxxll otherwise agree. Any such replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg LLC may Merrxxx Xxxcx xxx resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to _______________, 2003, or (ii) in the event of a Failed Initial Remarketing, on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee and the Collateral Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their its absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 * as the Remarketing Agent and as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to February 17, 2005, (ii) in the event of a Failed Initial Remarketing, on the eleventh Business Day immediately prior to April 17, 2005, or (iii) in the event of a Failed Secondary Remarketing, on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC * both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC * shall otherwise agree. Any such replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. The Company shall notify the Purchase Contract Agent and the Collateral Agent of the appointment of any such successor. (b) UBS Warburg LLC may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior to February 17, 2005, (ii) in the event of a Failed Initial Remarketing, on the eleventh Business Day immediately prior to April 17, 2005, or (iii) in the event of a Failed Secondary Remarketing, on the eleventh Business Day immediately prior to the Initial Remarketing Purchase Contract Settlement Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee and the Collateral Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent.

Replacement and Resignation of Remarketing Agent. (a) The Company and Sprint Capital may in their its absolute discretion replace the Remarketing Salomon Smith Barney Inc. xx xxx Xxxxxketing Agent and/or the Reset Agent appointed pursuant to Section 1 as the Remarketing Agent and as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time on time (i) the eleventh Business Day immediately prior to the Initial Remarketing Date in the case of a remarketing to occur on the Remarketing Date or either of the two Business Days immediately following the Remarketing Date, any Subsequent (ii) the seventh Business Day immediately prior to an Accelerated Remarketing Date in the case of a Remarketing to occur on such Accelerated Remarketing Date or either of the Final two Business Days immediately following such Accelerated Remarketing Date, as or (iii) the case may be, provided, in either case, that seventh Business Day prior to the Company must replace the UBS Warburg LLC both as commencement of any subsequent Remarketing Agent and as Reset Agent unless UBS Warburg LLC shall otherwise agreePeriod. Any such replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg LLC may resign at any time Salomon Smith Barney Inc. xxx xxxxxx xt xxx xime and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time on (i) the eleventh Business Day immediately prior to the Initial Remarketing Date in the case of a remarketing to occur on the Remarketing Date or any of the two Business Days immediately following the Remarketing Date, any Subsequent (ii) the seventh Business Day immediately prior to an Accelerated Remarketing Date in the case of a remarketing to occur on such Accelerated Remarketing Date or either of the Final two Business Days immediately following such Accelerated Remarketing Date, as or (iii) the case may beseventh Business Day prior to the commencement of any subsequent Remarketing Period. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Forward Purchase Contract Agent, the Trustee Collateral Agent, the Custodial Agent and the Collateral Agent Trustee prompt written notice of any replacement of the appointment of any successor Remarketing Agent and Reset Agentpursuant to this section.