All, but not less than all of the rights and obligations of the Ethanol Parties under this Agreement and any easements granted herein may be assigned upon written notice to ACEC, but without the prior written consent of ACEC to an entity owned or controlled by the Ethanol Parties or their parent company Pacific Ethanol, Inc., provided, however, that such assignment shall not constitute a novation and the Ethanol Parties, together with such assignee, shall nevertheless be and for all purposes remain jointly and severally liable to ACEC for full and faithful performance of all of the obligations and undertakings required to be observed and performed by the Ethanol Parties under this Agreement. Except as provided above and except as a part of a sale, transfer or other disposition of Lot 3, Lot 4 or Lot 6 (including without limitation a judicial or non-judicial foreclosure sale or deed in lieu of foreclosure), neither the Ethanol Parties nor ACEC may assign any of its rights or obligations under this Agreement, including any easements granted herein, without the prior written consent of the other Parties, provided that such consent shall not be unreasonably withheld, conditioned or delayed. Nothing herein shall be deemed or construed to otherwise limit or restrict the rights of either the Ethanol Parties or ACEC to sell its respective property that is the subject of this Agreement.