Common use of Conditions to the Remarketing Agent's Obligations Clause in Contracts

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Remarketing, as the case may be, shall not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price not less than the applicable Minimum Remarketing Price, (iii) the Purchase Contract Agent, the Collateral Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing, any Subsequent Remarketing or the Final Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the applicable Remarketing Date, in the case of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount of Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Remarketing, and, in each case, concurrently delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company and Sprint Capital, as the case may be, included in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and provisions specifically incorporated by reference in the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective covenants and other obligations included in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Secondary Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes (1) in the case of the Initial Remarketing, at a price not less than the applicable Minimum Initial Remarketing Price, and (2) in the case of the Secondary Remarketing, at a price not less than 100% of the principal amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing and, in the event of a Failed Initial Remarketing, any Subsequent Remarketing or in connection with the Final Secondary Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the applicable Remarketing DateMay 17, 2004, in the case of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount amount, as the case may be, of Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Secondary Remarketing, and, in each case, concurrently delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Underwriting Agreement, shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Underwriting Agreement, including, without limitation, the following conditions: (i) the Notes PRIDES Preferred Stock tendered for, for or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes shares of PRIDES Preferred Stock at a price not less than 100% of the applicable Minimum Remarketing Priceliquidation preference thereof, (iii) the Forward Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee Issuer shall have performed their respective obligations in connection with the Initial Remarketing, any Subsequent Remarketing or the Final Remarketing, as the case may be, in each case pursuant to the Forward Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Underwriting Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the applicable Remarketing Date, in the case aggregate liquidation preference of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount of Notes PRIDES Preferred Stock to be remarketed, no later than 10:00 a.m., New York City time, on the fourth sixth Business Day prior to the Forward Purchase Contract Settlement Date, in the case of the Final Remarketing, and, in each case, concurrently delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company Company, the REIT and Sprint Capital, as the case may be, Bank included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Underwriting Agreement or in certificates of any officer of the Company Company, the REIT or the Bank or any of its their respective subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Underwriting Agreement, (viv) the performance by the Company Company, the REIT and Sprint Capital, as the case may be, Bank of their respective covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Underwriting Agreement, and (viivi) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Underwriting Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Remarketing, as the case may be, shall not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price not less than the applicable Minimum Remarketing Price, (iii) the Purchase Contract Agent, the Collateral Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing, any Subsequent Remarketing or the Final Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions Terms and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the applicable Remarketing Date, in the case date of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount of Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Remarketing, and, in each case, concurrently delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company and Sprint Capital, as the case may be, included in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and provisions specifically incorporated by reference in the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective covenants and other obligations included in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Secondary Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes (1) in the case of the Initial Remarketing, at a price not less than Minimum Initial Remarketing Price and (2) in the applicable Minimum Remarketing Pricecase of the Secondary Remarketing, at a price not less than 100% of the principal amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing and, in the event of a Failed Initial Remarketing, any Subsequent Remarketing or in connection with the Final Secondary Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, the Quotation Agent giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the applicable Remarketing DateNovember 17, 2004, in the case of the Initial Remarketing or any Subsequent Remarketing, and the Quotation Agent giving the Remarketing Agent notice of the aggregate principal amount amount, as the case may be, of Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Secondary Remarketing, and, in each case, the Collateral Agent and the Custodial Agent concurrently delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, Agreement and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Remarketing Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Remarketing Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Senior Notes tendered for, or otherwise to be included in the any Initial Remarketing, any Subsequent Remarketing or the Final Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Senior Notes (1) in the case of any Initial Remarketing, at a price not less than the applicable Minimum Initial Remarketing Price, and (2) in the case of the Final Remarketing, at a price not less than 100% of the aggregate principal amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee (as defined in the Indenture) shall have performed their respective obligations in connection with any Initial Remarketing and, in the event of a Failed Initial Remarketing, any Subsequent Remarketing or in connection with the Final Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Remarketing Agreement and the Supplemental Remarketing Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the applicable Initial Remarketing Date, in the case of the an Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount amount, as the case may be, of the Pledged Senior Notes and Other Senior Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Remarketing, and, in each case, concurrently delivering the such Senior Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) ), and no event that with the passage of time or the giving of notice or both would become an Event of Default, shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included in this Agreement and those specifically incorporated by reference in this Remarketing Agreement and the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Remarketing Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included in this Agreement and those specifically incorporated by reference in this Remarketing Agreement and the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth in this Agreement and those specifically incorporated by reference in this Remarketing Agreement and the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Secondary Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes (1) in the case of the Initial Remarketing, at a price not less than Minimum Initial Remarketing Price and (2) in the applicable Minimum Remarketing Pricecase of the Secondary Remarketing, at a price not less than 100% of the principal amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing and, in the event of a Failed Initial Remarketing, any Subsequent Remarketing or in connection with the Final Secondary Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, if the Quotation Agent is not an Affiliate of the Remarketing Agent, the Quotation Agent giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the applicable Remarketing DateFebruary 17, 2005, in the case of the Initial Remarketing or any Subsequent Remarketing, and if the Quotation Agent is not an Affiliate of the Remarketing Agent, the Quotation Agent giving the Remarketing Agent notice of the aggregate principal amount amount, as the case may be, of Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Secondary Remarketing, and, in each case, the Collateral Agent and the Custodial Agent concurrently delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the any representations and warranties of the Company or any of its subsidiaries included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, Agreement and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, In addition to any other conditions provided in the case of Purchase Contract Agreement, the Remarketing AgentPledge Agreement, the Indenture, the Debt Securities or the Supplemental Remarketing Agreement, the right of each holder of Debt Securities or Income PRIDES to have their Debt Securities remarketed (or included in a particular remarketing attempt) shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: that (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Remarketing, as the case may be, shall Debt Securities delivered for remarketing have not have been called for redemptiona Tax Event Redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes the Debt Securities being remarketed at a price not less than the applicable Minimum Price and such purchaser or purchasers deliver the purchase price therefor to the Remarketing PriceAgent as and when required, (iii) no prior successful remarketing of the Debt Securities has occurred, (iv) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketingremarketing in this Agreement, any Subsequent the Supplemental Remarketing or the Final Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the IndenturePurchase Contract Agreement, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement Indenture or any other agreement relating to such remarketing (including, without limitation, the Purchase Contract Agent giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price aggregate principal amount of the Pledged Debt Securities and the Other Debt Securities to be delivered for remarketing no later than 10:00 a.m., New York City time, on the fourth Business Day prior to preceding the applicable proposed Remarketing Date, in Date and the case of Collateral Agent and the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Custodial Agent notice of the aggregate principal amount of Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Remarketing, and, in each case, concurrently delivering the Notes such Debt Securities to be remarketed to the Remarketing Agent), (ivv) no Event of Default (as defined in the Indenture) ), and no event that with the passage of time or the giving of notice or both would become an Event of Default, shall have occurred and be continuing, (vvi) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vivii) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (viiviii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (ix) this Agreement and any applicable Supplemental Remarketing Agreement have not terminated.

Conditions to the Remarketing Agent's Obligations. (a) The ------------------------------------------------- obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Senior Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Secondary Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Senior Notes (1) in the case of the Initial Remarketing, at a price not less than the applicable Minimum Initial Remarketing Price, and (2) in the case of the Secondary Remarketing, at a price not less than 100% of the principal amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Company Custodial Agent, the Company, Duke Capital and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing and, in the event of a Failed Initial Remarketing, any Subsequent Remarketing or in connection with the Final Secondary Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the applicable Remarketing Date____________, 2004, in the case of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount amount, as the case may be, of Senior Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Secondary Remarketing, and, in each case, concurrently delivering the Senior Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company and Sprint Capital, as the case may be, Duke Capital included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company Company, Duke Capital or any of its their subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, Duke Capital of their respective covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Secondary Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes (1) in the case of the Initial Remarketing, at a price not less than the applicable Minimum Initial Remarketing Price, and (2) in the case of the Secondary Remarketing, at a price per Note not less than 100% of the principal amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing and, in the event of a Failed Initial Remarketing, any Subsequent Remarketing or in connection with the Final Secondary Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, the Quotation Agent giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m.5:00 p.m., New York City time, on the fourth Business Day prior to the applicable Remarketing DateNovember 16, 2004, in the case of the Initial Remarketing or any Subsequent Remarketing, and the Purchase Contract Agent giving the Remarketing Agent notice of the aggregate principal amount amount, as the case may be, of Notes to be remarketed, no later than 10:00 a.m.5:00 p.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Secondary Remarketing, and, in each case, the Collateral Agent and the Custodial Agent concurrently delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) ------------------------------------------------- The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Senior Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Secondary Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Senior Notes (1) in the case of the Initial Remarketing, at a price not less than the applicable Minimum Initial Remarketing Price, and (2) in the case of the Secondary Remarketing, at a price not less than 100% of the principal amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Company Custodial Agent, the Company, Duke Capital and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing and, in the event of a Failed Initial Remarketing, any Subsequent Remarketing or in connection with the Final Secondary Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the applicable Remarketing Date____________, 2004, in the case of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount amount, as the case may be, of Senior Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Secondary Remarketing, and, in each case, concurrently delivering the Senior Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company and Sprint Capital, as the case may be, Duke Capital included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company Company, Duke Capital or any of its their subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, Duke Capital of their respective covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, and the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Senior Notes tendered for, or otherwise to be included in in, the Initial Remarketing, any Subsequent Second Remarketing, Third Remarketing or Final Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Senior Notes (1) in the case of the Initial Remarketing, Second Remarketing or Third Remarketing, at a price not less than the applicable Minimum Remarketing Price, and (2) in the case of the Final Remarketing, at a price not less than 100% of the principal amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing, any Subsequent Remarketing or the Second Remarketing, in the event of a Failed Initial Remarketing, the Third Remarketing, in the event of a Failed Second Remarketing, and the Final Remarketing, as in the case may beevent of a Failed Third Remarketing, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m.aggregate principal amount, New York City time, on the fourth Business Day prior to the applicable Remarketing Date, in as the case may be, of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount of Senior Notes to be remarketed, no later than 10:00 11:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Remarketing, and, in each case, concurrently delivering the Senior Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) with respect to the Senior Notes shall have occurred and be continuing, (v) the accuracy of the any representations and warranties of the Company and Sprint Capital, as the case may be, included in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and provisions specifically incorporated by reference in the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Senior Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Secondary Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Senior Notes (1) in the case of the Initial Remarketing, at a price not less than the applicable Minimum Initial Remarketing Price, and (2) in the case of the Secondary Remarketing, at a price not less than 100% of the principal amount thereof, (iii) the Forward Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing and, in the event of a Failed Initial Remarketing, any Subsequent Remarketing or in connection with the Final Secondary Remarketing, as the case may be, in each case pursuant to the Forward Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth sixth Business Day prior to the applicable Remarketing DateMay 17, 2004, in the case of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount amount, as the case may be, of Senior Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth sixth Business Day prior to the Forward Purchase Contract Settlement Date, in the case of the Final Secondary Remarketing, and, in each case, concurrently delivering the Senior Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreementhereunder, including, without limitation, the following conditions: (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Remarketing, as the case may be, shall remarketing have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes included in any remarketing, using commercially reasonable best efforts, at a price not less than equal to at least 100.25% of the applicable Minimum Remarketing PriceValue, (iii) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary, the Company and the Trustee shall have performed their respective obligations in connection with any remarketing pursuant to the Initial Remarketing, any Subsequent Remarketing or the Final Remarketing, as the case may be, in each case terms hereof and pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement Indenture (including, without limitation, the giving of notice by the Purchase Contract Agent or the Custodial Agent, as the case may be, to the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the applicable Remarketing Date, in the case of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount of the Notes of Normal Unit Holders or Separate Notes of Holders, respectively, to be remarketed, no later than 10:00 a.m., New York City time, on the fourth third Business Day prior to preceding the Purchase Contract Settlement Date, in the case first day of the Final Remarketing, and, in each case, concurrently delivering a Remarketing Period and delivery of the Notes to be remarketed to the Remarketing AgentAgent by no later than 10:00 a.m., New York City time, on the Business Day immediately preceding the first day of a Remarketing Period), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the authorization, execution and delivery by the Company of a supplemental letter (a "Supplemental Letter") to the Remarketing Agent containing representations, warranties and covenants by the Company, and other provisions, if applicable, in form and substance mutually agreed to by the Company and the Remarketing Agent, by no later than 5:00 p.m., New York City time, on the twelfth Business Day immediately prior to the Remarketing Date, (vi) the accuracy of the representations and warranties of the Company and Sprint Capital, as the case may be, included in this Agreement and those specifically incorporated by reference in the Supplemental Letter on the Remarketing Agreement or in certificates of any officer of the Company Date or any of its subsidiaries delivered pursuant to this Agreement and provisions specifically incorporated by reference in the Supplemental Subsequent Remarketing AgreementDate, (vivii) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included in this Agreement and those specifically incorporated by reference herein, including, without limitation, its obligations under Section 6 hereof, or in the Supplemental Remarketing AgreementLetter, and (viiviii) the satisfaction of the other conditions set forth in this Agreement and those specifically incorporated by reference (ix) the ability to act as Remarketing Agent hereunder pursuant to applicable law. If, after the applicable time periods set forth in Section 4(b), any of the Supplemental conditions set forth in this Section 8 have not been satisfied, the Remarketing AgreementAgent may resign and be discharged from its duties and obligations hereunder as the Remarketing Agent, notwithstanding Section 4(b) hereof, on three Business Days' prior written notice to the Company.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, In addition to any other conditions provided in the case of Purchase Contract Agreement, the Remarketing AgentPledge Agreement, the Indenture, the Debt Securities or the Supplemental Remarketing Agreement, the right of each holder of Debt Securities or Income PRIDES to have their Debt Securities remarketed (or included in a particular remarketing attempt) shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: that (i) with respect to any remarketing during the Notes tendered forFinal Three-Day Remarketing Period, there will not be a Special Event Redemption Date on or otherwise to be included in before the Initial Remarketing, any Subsequent Remarketing or Final Remarketing, as the case may be, shall not have been called for redemptionPurchase Contract Settlement Date, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes the Debt Securities being remarketed at a price not less than the applicable Minimum Price and such purchaser or purchasers deliver the purchase price therefor to the Remarketing PriceAgent as and when required, (iii) no prior successful remarketing of the Debt Securities has occurred, (iv) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketingremarketing in this Agreement, any Subsequent the Supplemental Remarketing or the Final Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the IndenturePurchase Contract Agreement, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement Indenture or any other agreement relating to such remarketing (including, without limitation, the Purchase Contract Agent giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price aggregate principal amount of the Pledged Debt Securities and the Separate Debt Securities to be delivered for remarketing no later than 10:00 a.m., New York City time, on the fourth Business Day prior to preceding the applicable commencement of a proposed Three-Day Remarketing Date, in Period and the case of Collateral Agent and the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Custodial Agent notice of the aggregate principal amount of Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Remarketing, and, in each case, concurrently delivering the Notes such Debt Securities to be remarketed to the Remarketing AgentAgent as required under the Purchase Contract Agreement and the Pledge Agreement), (ivv) no Event of Default (as defined in the Indenture) ), and no event that with the passage of time or the giving of notice or both would become an Event of Default, shall have occurred and be continuing, (vvi) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vivii) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (viiviii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (ix) this Agreement and any applicable Supplemental Remarketing Agreement have not terminated.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Secondary Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes (1) in the case of the Initial Remarketing, at a price not less than the applicable Minimum Initial Remarketing Price, and (2) in the case of the Secondary Remarketing, at a price not less than 100% of the principal amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing and, in the event of a Failed Initial Remarketing, any Subsequent Remarketing or in connection with the Final Secondary Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the applicable Remarketing DateMay 17, 2004, in the case of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount amount, as the case may be, of Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Secondary Remarketing, and, in each case, concurrently delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Preferred Securities or the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Secondary Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities or Notes (1) in the case of the Initial Remarketing, at a price not less than the applicable Minimum Initial Remarketing Price, and (2) in the case of the Secondary Remarketing, at a price per Preferred Security not less than 100% of the liquidation amount thereof plus deferred and unpaid distributions, if any thereon, or at a price per Note not less than 100% of the principal amount thereof plus deferred and unpaid interest, if any, thereon, (iii) the Purchase Contract Agent, the Collateral Agent, the Company Custodial Agent, the Securities Intermediary, the Company, the Trust, the Indenture Trustee and the Property Trustee shall have performed their respective obligations in connection with the Initial Remarketing and, in the event of a Failed Initial Remarketing, any Subsequent Remarketing or in connection with the Final Secondary Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and Declaration, this Agreement and the Supplemental Remarketing Agreement (including, without limitation, the Quotation Agent giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price and the Separate Preferred Securities or Notes Purchase Price no later than 10:00 a.m.5:00 p.m., New York City time, on the fourth Business Day prior to the applicable Remarketing Initial Reset Date, in the case of the Initial Remarketing or any Subsequent Remarketing, and the Purchase Contract Agent giving the Remarketing Agent notice of the aggregate liquidation amount or aggregate principal amount amount, as the case may be, of Preferred Securities or Notes to be remarketed, no later than 10:00 11:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Secondary Remarketing, and, in each case, the Collateral Agent and the Custodial Agent concurrently delivering the Notes Preferred Securities or Notes, as the case may be, to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent Agents under this Agreement and, in the case of the Remarketing Agent, and the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Senior Notes tendered for, or otherwise to be included in in, the Initial Remarketing, any Subsequent Second Remarketing, Third Remarketing or Final Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is Agents are able to find a purchaser or purchasers for tendered Senior Notes (1) in the case of the Initial Remarketing, Second Remarketing or Third Remarketing, at a price not less than the applicable Minimum Remarketing Price, and (2) in the case of the Final Remarketing, at a price not less than 100% of the principal amount of the Senior Notes, (iii) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing, any Subsequent Remarketing or the Second Remarketing, in the event of a Failed Initial Remarketing, the Third Remarketing, in the event of a Failed Second Remarketing, and the Final Remarketing, as in the case may beevent of a Failed Third Remarketing, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the applicable Remarketing Date, in the case of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent Agents notice of the aggregate principal amount amount, as the case may be, of Senior Notes to be remarketed, no later than 10:00 11:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Remarketing, and, in each case, concurrently delivering the Senior Notes to be remarketed to the Remarketing AgentAgents), (iv) no Event of Default (as defined in the Indenture) with respect to the Senior Notes shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent the Secondary Remarketing or the Final Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes (1) in the case of either the Initial Remarketing or the Secondary Remarketing, at a price not less than the applicable Minimum Pre-Settlement Remarketing Price, and (2) in the case of the Final Remarketing, at a price per Note not less than 100% of the principal amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing and, in the event of a Failed Initial Remarketing, any Subsequent Remarketing or in connection with the Secondary Remarketing, and, in the event of a Failed Secondary Remarketing, in connection with the Final Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, the Quotation Agent giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m.5:00 p.m., New York City time, on the fourth Business Day prior to the applicable Remarketing DateFebruary 17, 2005, in the case of the Initial Remarketing Remarketing, or any Subsequent the fourth Business Day prior to April 17, 2005, in the case of the Secondary Remarketing, and the Purchase Contract Agent giving the Remarketing Agent notice of the aggregate principal amount amount, as the case may be, of Notes to be remarketed, no later than 10:00 a.m.5:00 p.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Remarketing, and, in each case, the Collateral Agent and the Custodial Agent concurrently delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, Underwriting Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Underwriting Agreement, including, without limitation, the following conditions: (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Secondary Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes (1) in the case of the Initial Remarketing, at a price not less than the applicable Minimum Initial Remarketing Price, and (2) in the case of the Secondary Remarketing, at a price not less than 100% of the principal amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing and, in the event of a Failed Initial Remarketing, any Subsequent Remarketing or in connection with the Final Secondary Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Underwriting Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the applicable Remarketing DateAugust 17, 2004, in the case of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount amount, as the case may be, of Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Secondary Remarketing, and, in each case, concurrently delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Underwriting Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Underwriting Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Underwriting Agreement, and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Underwriting Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Senior Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Secondary Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Senior Notes (1) in the case of the Initial Remarketing, at a price not less than the applicable Minimum Initial Remarketing Price, and (2) in the case of the Secondary Remarketing, at a price not less than 100% of the principal amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Company Custodial Agent, the Company, Duke Capital and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing and, in the event of a Failed Initial Remarketing, any Subsequent Remarketing or in connection with the Final Secondary Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth third Business Day prior to the applicable Remarketing Date[ ] , 2004, in the case of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount amount, as the case may be, of Senior Notes to be remarketed, no later than 10:00 11:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Secondary Remarketing, and, in each case, concurrently delivering the Senior Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company and Sprint Capital, as the case may be, Duke Capital included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company Company, Duke Capital or any of its their subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, Duke Capital of their respective covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Secondary Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes (1) in the case of the Initial Remarketing, at a price not less than the applicable Minimum Initial Remarketing Price, and (2) in the case of the Secondary Remarketing, at a price not less than 100% of the principal amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing and, in the event of a Failed Initial Remarketing, any Subsequent Remarketing or in connection with the Final Secondary Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m.5:00 p.m., New York City time, on the fourth Business Day prior to the applicable Remarketing DateNovember 16, 2004, in the case of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount amount, as the case may be, of Notes to be remarketed, no later than 10:00 a.m.5:00 p.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Secondary Remarketing, and, in each case, concurrently delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, In addition to any other conditions provided in the case of Purchase Contract Agreement, the Remarketing AgentPledge Agreement, the Indenture, the Debt Securities or the Supplemental Remarketing Agreement, the right of each holder of Debt Securities or Income PRIDES to have their Debt Securities remarketed (or included in a particular remarketing attempt) shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: that (i) the Notes tendered forwith respect to any remarketing during any Three-Day Remarketing Period, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Remarketing, as the case may be, a Special Event Redemption shall not have been called for redemptionoccurred or will not occur prior to the last possible Reset Date relating to such Three-Day Remarketing Period, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes the Debt Securities being remarketed at a price not less than the applicable Minimum Price and such purchaser or purchasers deliver the purchase price therefor to the Remarketing PriceAgent as and when required, (iii) no prior successful remarketing of the Debt Securities shall have occurred, (iv) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketingremarketing in this Agreement, any Subsequent the Supplemental Remarketing or the Final Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the IndenturePurchase Contract Agreement, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement Indenture or any other agreement relating to such remarketing (including, without limitation, the Purchase Contract Agent giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price aggregate principal amount of the Pledged Debt Securities and the Separate Debt Securities to be delivered for remarketing no later than 10:00 a.m., New York City time, on the fourth Business Day prior to preceding the applicable first Remarketing Date, in Date during a proposed Three-Day Remarketing Period and the case of Collateral Agent and the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Custodial Agent notice of the aggregate principal amount of Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Remarketing, and, in each case, concurrently delivering the Notes such Debt Securities to be remarketed to the Remarketing AgentAgent as required under the Purchase Contract Agreement and the Pledge Agreement), (ivv) no Event of Default (as defined in the Indenture) ), and no event that with the passage of time or the giving of notice or both would become an Event of Default, shall have occurred and be continuing, (vvi) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vivii) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (viiviii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (ix) this Agreement and any applicable Supplemental Remarketing Agreement have not terminated.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, In addition to any other conditions provided in the case of the Remarketing AgentPurchase Contract Agreement, the Supplemental Remarketing Pledge Agreement, the Indenture or the Debt Securities, the right of each holder of Debt Securities or Income PRIDES to have their Debt Securities remarketed (or included in a particular remarketing attempt) shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: that (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Remarketing, as the case may be, shall Debt Securities delivered for remarketing have not have been called for redemptiona Tax Event Redemption, (ii) each of the Remarketing Agent Agents is able to find a purchaser or purchasers for tendered Notes the Debt Securities being remarketed at a price not less than the applicable Minimum Price and such purchaser or purchasers deliver the purchase price therefor to the Remarketing PriceAgent as and when required, (iii) no prior successful remarketing of the Debt Securities has occurred, (iv) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing, any Subsequent remarketing in this Remarketing or the Final Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the IndenturePurchase Contract Agreement, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement Indenture or any other agreement relating to such remarketing (including, without limitation, the Purchase Contract Agent, Collateral Agent and Custodial Agent giving the Remarketing Agent Agents notice of the Treasury Portfolio Purchase Price aggregate principal amount of the Pledged Debt Securities and the Other Debt Securities for remarketing no later than 10:00 a.m., New York City time, on the fourth Business Day prior to preceding the applicable proposed Remarketing Date, in the case of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount of Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Remarketing, and, in each case, concurrently delivering the Notes to be remarketed to the Remarketing Agent), (ivv) no Event of Default (as defined in the Indenture) ), and no event that with the passage of time or the giving of notice or both would become an Event of Default, shall have occurred and be continuing, (vvi) the accuracy of the representations and warranties of the Company and Sprint Capital, as the case may be, included in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to the provisions included in this Agreement and provisions specifically incorporated by reference in the Supplemental Remarketing Agreement, (vivii) the performance by the Company and Sprint Capital, as the case may be, of their respective shall have performed its covenants and other obligations included in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (viiviii) the satisfaction of the other conditions set forth in this Remarketing Agreement shall be satisfied, and those specifically incorporated by reference in the Supplemental (ix) this Remarketing AgreementAgreement has not terminated.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Secondary Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers 6 for tendered Notes (1) in the case of the Initial Remarketing, at a price not less than the applicable Minimum Initial Remarketing Price, and (2) in the case of the Secondary Remarketing, at a price not less than 100% of the principal amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing and, in the event of a Failed Initial Remarketing, any Subsequent Remarketing or in connection with the Final Secondary Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the applicable Remarketing DateMay 17, 2004, in the case of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount amount, as the case may be, of Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Date, in the case of the Final Secondary Remarketing, and, in each case, concurrently delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.

Conditions to the Remarketing Agent's Obligations. (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, and the Supplemental Remarketing Agreement, Agreement shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing Interim Remarketing, or Final Remarketing, as the case may be, shall have not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes (1) in the case of the Initial Remarketing or any Interim Remarketing, at a price not less than 100.25% of the applicable Minimum Remarketing sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price, and (2) in the case of the Final Remarketing, at a price per Note not less than 100% of the principal amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing, any Subsequent the Interim Remarketing or and, in the event of a Failed Initial Remarketing and no Successful Interim Remarketing, in connection with the Final Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, the Quotation Agent giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m.5:00 p.m., New York City time, on (A) the fourth Business Day prior to the applicable Initial Remarketing Date, in the case of the Initial Remarketing or (B) the Interim Remarketing Date, in the case of any Subsequent Interim Remarketing, and the Purchase Contract Agent and the Custodial Agent giving the Remarketing Agent notice of the aggregate principal amount amount, as the case may be, of Notes to be remarketed, no later than 10:00 11:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement Initial Remarketing Date or the Final Remarketing Date, in the case of the Final Remarketingas applicable, and, in each case, the Collateral Agent and the Custodial Agent concurrently delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company included and Sprint Capital, as the case may be, included incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and the provisions specifically included or incorporated by reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective its covenants and other obligations included and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth and incorporated by reference in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement.