The Lender may assign all or any fraction of the Lender’s Obligations and Commitment; provided that (i) so long as no Event of Default has occurred and is continuing, the Lender shall have obtained the prior written consent of the Company to any such assignment, which consent, in the case of an assignment to an Affiliate of the Lender with a credit rating not less than the credit rating of the assigning Lender at such time, shall not be unreasonably withheld or delayed, and (ii) such assignee is a NAIC Approved Bank. From and after the date on which the conditions described above have been met, (1) such assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such assignee, shall have the rights and obligations of the Lender hereunder, and (2) the assignor, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder (and, in the case of an assignment of its Commitment and all of its Letters of Credit, shall cease to be the Lender (but shall continue to have all rights and obligations under provisions hereof which by their terms survive the termination hereof)). Any attempted assignment and delegation not made in accordance with this Section 9.06(b) shall be null and void. Notwithstanding the foregoing provisions of this Section  9.06 or any other provision of this Agreement, the Lender may at any time assign any portion of its rights under this Agreement to the Federal Reserve Bank or any central bank; provided that no such assignment shall release the Lender from any of its obligations hereunder.