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District of Texas. <br />Section 5.05. Assignment. CTMC may not assign any of its rights, or delegate or <br />subcontract any of its duties under this Agreement, in whole or in part, without the prior written <br />consent of the City. <br />Section 5.06. REIMBURSEMENT OF FUNDS. IF THIS AGREEMENT OR THE <br />PAYMENT OF FUNDS TO CTMC AS PROVIDED HEREIN IS DEEMED TO BE <br />IMPERMISSIBLE BY A COURT HAVING JURISDICTION OVER THE PARTIES <br />AND SUBJECT MATTER, THEN CTMC AGREES THAT ANY AND ALL FUNDS <br />ADVANCED TO IT BY THE CITY SHALL BE REIMBURSED TO THE CITY. <br />Section 5.07. Right of Offset. The City may, as an offset, deduct from payments due to <br />CTMC under this Agreement any amounts owed by CTMC to the City arising from contractual <br />obligations, obligations imposed by laws, ordinances or regulations or by order of any court, <br />whether such amounts owed to the City relate to the Project. <br />Section 5.08. Severability. If any provision of this Agreement is held to be illegal, <br />invalid or unenforceable under present or future laws effective while this Agreement is in effect, <br />such provision shall be automatically deleted from this Agreement and the legality, validity and <br />enforceability of the remaining provisions of this Agreement shall not be affected thereby, and in <br />lieu of such deleted provision, there shall be added as part of this Agreement a provision that is <br />legal, valid and enforceable and that is as similar as possible in terms and substance as possible <br />to the deleted provision. <br />Section 5.09. Sole Agreement. This Agreement constitutes the sole and only <br />Agreement of the Parties hereto respecting the subject matter covered by this Agreement, and <br />supersedes any prior understandings or written or oral agreements between the parties. <br />Page 8 of 12 <br />