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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: !D -c. c- , 2015 By: <br />Its: <br />Ex. A 2 <br />