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

Resignation or Removal of an Agent. (a) Subject to any limitations and requirements set forth in the Senior Collateral Documents, any Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower and with the consent of the Required FILO Lenders (to the extent any FILO Loans shall be outstanding at such time), to appoint a successor acting in the same capacity as the resigning Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders, and, if applicable the Required FILO Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above; provided that in no event shall any such successor Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective with such notice on the Resignation Effective Date.

Resignation or Removal of an Agent. (a) Subject to any limitations and requirements set forth in the Senior Collateral Documents, any Each Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks Letter of Credit Issuers and the BorrowerLoan Parties. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the Borrower and with the consent of the Required FILO Lenders (to the extent any FILO Loans shall be outstanding at such time)Borrowers, to appoint a successor acting in the same capacity as the resigning Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders, and, if applicable the Required FILO Lenders) (the “Resignation Effective Date”)resignation, then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing BanksLetter 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 no event 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 be 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. Whether If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days (or not a successor has been appointedsuch earlier day as shall be agreed by the Majority Lenders) (the “Removal Effective Date”), then such resignation removal shall nonetheless become effective in accordance with such notice on the Resignation Removal Effective Date. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent hereunder, such successor shall 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 hereunder 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 the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Sections 15.7 and 15.11 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Persons in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as 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 removed 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.