Common use of Resignation or Removal of an Agent Clause in Contracts

Resignation or Removal of an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided below, each Administrative or Collateral Agent may resign at any time by giving notice thereof to Lenders and Borrower, and each Administrative or Collateral Agent may be removed at any time with or without cause by Required Lenders. Upon any such resignation or removal, Required Lenders shall have the right to appoint a successor Administrative or Collateral Agent. If no successor Administrative or Collateral Agent shall have been so appointed by Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative or Collateral Agent’s giving of notice of resignation or Required Lenders’ removal of the retiring Administrative or Collateral Agent, then the retiring Administrative or Collateral Agent may, on behalf of Lenders, appoint a successor Administrative or Collateral Agent. Upon the acceptance of any appointment as an Administrative or Collateral Agent hereunder by a successor Administrative or Collateral Agent, such successor Administrative or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative or Collateral Agent, and the retiring Administrative or Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative or Collateral Agent’s resignation or removal hereunder as an Administrative or Collateral Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative or Collateral Agent.

Resignation or Removal of an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided below, each Administrative or Collateral Each Agent may resign at any time by giving give notice thereof of its resignation to Lenders the Lenders, the Letter of Credit Issuers and Borrower, and each Administrative or Collateral Agent may be removed at any time with or without cause by Required Lendersthe Loan Parties. Upon receipt of any such resignation or removalnotice of resignation, Required the Majority Lenders shall have the right right, in consultation with the Borrowers, to appoint a successor Administrative successor, which shall be a bank with an office in the United States, or Collateral Agentan Affiliate of any such bank with an office in the United States. If no such successor Administrative or Collateral Agent shall have been so appointed by Required the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Letter of Credit Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Letter of Credit Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section. If at any time the Majority Lenders determine that the Person serving as an Agent is a Defaulting Lender, the Majority Lenders may, to the extent permitted by applicable law, by notice in writing to Metals USA and such Person, remove such Person as Agent and, in consultation with Metals USA, appoint a successor. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after (or such earlier day as shall be agreed by the retiring Administrative or Collateral Agent’s giving of notice of resignation or Required Majority Lenders’ removal of ) (the retiring Administrative or Collateral Agent“Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the retiring Administrative or Collateral Agent may, on behalf of Lenders, appoint a successor Administrative or Collateral AgentRemoval Effective Date. Upon the acceptance of any a successor’s appointment as an Administrative Agent or Collateral Agent hereunder by a successor Administrative or Collateral Agenthereunder, such successor Administrative or Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Administrative Agent or Collateral Agent, and the retiring or removed Administrative Agent or Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Loan Parties to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Loan Parties and such successor. After any the retiring Administrative or Collateral removed Agent’s resignation or removal hereunder as an Administrative or Collateral Agentand under the other Loan Documents, the provisions of this Article IX and Sections 15.7 and 15.11 shall continue in effect for the benefit of such retiring or removed Agent, its benefit sub-agents and their respective Related Persons in respect of any actions taken or omitted to be taken by it any of them while it the retiring or removed Agent was acting as an Agent. Any resignation by, or removal of, Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Letter of Credit Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or Collateral Agentremoved Letter of Credit Issuer and Swingline Lender, (ii) the retiring or removed Letter of Credit Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the retiring or removed Letter of Credit Issuer and outstanding at the time of such succession or make other arrangements satisfactory to the retiring or removed Letter of Credit Issuer to effectively assume the obligations of the retiring or removed Letter of Credit Issuer with respect to such Letters of Credit.

Resignation or Removal of an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided below, each Administrative or Collateral Agent may resign at any time by giving notice thereof to Lenders and Borrower, and each Administrative or Collateral Agent may be removed at any time with or without cause by Required Lenders. Upon any such resignation or removal, Required Lenders shall have the right to appoint a successor Administrative or Collateral Agent. If no successor Administrative or Collateral Agent shall have been so appointed by Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative or Collateral Agent’s 's giving of notice of resignation or Required Lenders’ ' removal of the retiring Administrative or Collateral Agent, then the retiring Administrative or Collateral Agent may, on behalf of Lenders, appoint a successor Administrative or Collateral Agent. Upon the acceptance of any appointment as an Administrative or Collateral Agent hereunder by a successor Administrative or Collateral Agent, such successor Administrative or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative or Collateral Agent, and the retiring Administrative or Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative or Collateral Agent’s 's resignation or removal hereunder as an Administrative or Collateral Agent, [Participation and Loan and Security Agreement] the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative or Collateral Agent.