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such separate representation is required forward, all reasonable expenses incurred by the City or <br /> the Commission in defending itself with regard to any action, suit or proceeding indemnified by <br /> CenturyLink. Provided,however,that in the event that such separate representation is or becomes <br /> necessary, and City or the Commission desires to hire a counselor any other outside experts or <br /> consultants and desires CenturyLink to pay those expenses, then City and/or the Commission <br /> shall be required to obtain CenturyLink's consent to the engagement of such counsel, experts or <br /> consultants, such consent not to be unreasonably withheld. Notwithstanding the foregoing,the <br /> parties agree that the City or Commission may utilize at any time, at its own cost and expense, its <br /> own attorney or outside counsel with respect to any claim brought by another franchised cable <br /> operator as described in this agreement. <br /> The provisions of this agreement shall not be construed to constitute an amendment of the <br /> cable communications franchise ordinance or any portion thereof but shall be in addition to and <br /> independent of any other similar provisions contained in the cable communications franchise <br /> ordinance or any other agreement of the parties hereto. The provisions of this agreement shall not <br /> be dependent or conditioned upon the validity of the cable communications franchise ordinance <br /> or the validity of any of the procedures or agreements involved in the award or acceptance of the <br /> franchise, but shall be and remain a binding obligation of the parties hereto even if the cable <br /> communications franchise ordinance or the grant of the franchise is declared null and void in a <br /> legal or administrative proceeding. <br /> It is the purpose of this agreement to provide maximum indemnification to the City and <br /> the Commission under the terms set out herein and, in the event of a dispute as to the meaning of <br /> this Indemnity Agreement, it shall be construed,to the greatest extent permitted by law,to <br /> provide for the indemnification of the City and the Commission by CenturyLink. This agreement <br /> shall be a binding obligation of and shall inure to the benefit of,the parties hereto and their <br /> successor's and assigns, if any. <br /> QWEST BROADBAND SERVICES,INC. <br /> Dated: , 2015 By: <br /> Its: <br /> Ex. A 2 <br />