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Agreement shall be in writing and shall be deemed to have been duly given and to be effective on the date on which such communications are delivered by personal delivery, by facsimile transmission (with telephonic confirmation of receipt), Federal Express, or other similar courier service or by the United States Postal Service or its successor after being deposited with the United States Postal Service as Express Mail or as registered or certified matter, postage prepaid, return receipt requested, addressed to the Parties at the addresses specified below, or at such other address as the Party to whom the notice is sent has designated in accordance with this Section 12.13. All such communications from Manager to Owner shall also be given by Manager to Trustee in the same manner as given to Owner. Until a Party provides a change in address in accordance with this Section 12.13, notices will be sent to the following addresses:

To Manager: Omni Hotels Management Corporation

420 Decker Drive Suite 200

Irving, Texas 75062 Attn: President Fax: (972) 871-5666

With a copy to: The General Manager of the Hotel

With a copy to: TRT Holdings, Inc.

600 E. Las Colinas Boulevard, Suite 1900 Irving, Texas 75039-5601

Attention: Legal Department

To Owner: City Manager’s Office

City of Dallas

Dallas City Hall, 7DN 1500 Marilla

Dallas, Texas 75201 Attention: City Manager Fax: ______________ With a copy to Trustee: City Attorney’s Office

City of Dallas

Dallas City Hall 7DN 1500 Marilla

Dallas, Texas 75201 Attention: City Attorney Fax: _________________

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12.14.1 Manager’s Indemnity. To the extent that Claims therefore are in

excess of available insurance proceeds, Manager shall indemnify, defend, and hold Owner, City, Trustee, their respective Affiliates, and their respective directors, employees, agents, and assigns harmless (collectively, “Owner Parties”) from and against, and reimburse Owner Parties for, any and all Claims, but excluding consequential damages caused by Manager (other than Permitted Consequential Damages), which any Owner Party may have alleged against them, incur, become responsible for, or pay out for any reason, but only to the extent arising out of all or any of the following: (a) Manager’s Gross Negligent or Willful Acts, but only to the extent the Claims arising out of thereof are in excess of available insurance proceeds, (b) a Manager Event of Default, (c) breach by Manager of any of the Contracts for a reason other than the lack of Sufficient Funds, or (d) a failure of Manager to submit any contracts required to be submitted by Manager for review by Owner and Bond Counsel under Sections 2.1.4, 2.4.1, 2.4.2, or 2.4.3, or Manager’s entry into any such contract in contravention of advice provided by Bond Counsel with respect to such contract, or Manager’s breach of the representations set forth in Sections 2.4.8, 2.25.1, 2.25.3 or 3.4.3 with respect to Direct or Indirect Profit realized by Manager in connection with Centralized Services Fees and Expenses and Reimbursable Expenses (collectively with respect to clause (d) of this Section 12.14.1, “Tax Related Indemnities”). Notwithstanding the foregoing, in no event will Manager’s indemnity, hold harmless or defense agreements extend to (i) any breach of any of Owner’s obligations, covenants, agreements or representations contained in this Agreement or the Room Block Agreement, (ii) Owner’s Negligent or Willful Acts, or (iii) an Event of Default by Owner under this Agreement. Notwithstanding anything to the contrary in this Section 12.14.1 or any other provision of this Agreement, Manager’s obligation for Tax Related Indemnities shall not exceed Two Million Dollars ($2,000,000.00).

12.14.2 Owner’s Indemnity. To the extent that Claims therefore are in excess of available insurance proceeds, but only to the extent that funds are available in the City Advance Repayment Fund and Surplus Revenue Fund, Owner shall indemnify, defend, and hold Manager and its respective Affiliates and Manager’s respective directors, employees, agents, and assigns harmless (collectively, “Manager’s Parties”) from and against, and reimburse Manager for, any and all Claims, but excluding consequential damages caused by Owner (other than Permitted Consequential Damages), which Manager may have alleged against them, incur, become responsible for, or pay out for any reason, but only to the extent arising out of all or any of the following: (a) the Owner’s Gross Negligence or Willful Acts, (b) an Owner Event of Default, (c) contamination of or any adverse effects on the environment with respect to the Hotel, provided the same was not caused by Manager or any of its employees, agents, contractors or service providers, and further provided that the contamination occurred during the period Owner’s ownership of the Hotel or any environmental condition at the Hotel or the Land; (d) any violation of any Legal Requirements with respect to the design or construction of the Hotel; (e) breach by Owner of any of the Contracts for a reason other than the lack of Sufficient Funds; or (f) any breach or violation of any obligation of Owner hereunder with respect to the tax-exempt status of the Bonds. Notwithstanding the foregoing, in no event will Owner’s indemnity, hold harmless or defense agreements extend to (i) any breach of any of Manager’s obligations, covenants, agreements or representations contained in this Agreement or the Room Block Agreement, (ii) the Manager's Gross Negligence or Willful Acts, or (iii) an Event of Default by Manager under this Agreement. Nothing in this Section 12.14.2 shall in any way limit Owner’s right to claim

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immunity from any claims of any nature by any third party, other than Manager’s Parties to the extent expressly set forth in this Section 12.14.2.

12.14.3 Indemnification Defense and Settlement. The Indemnifying Party

shall have the right to assume the defense of any Claim for which the Indemnifying Party may be obligated to indemnify a Party seeking indemnity. The defense shall be conducted by counsel selected by the Indemnifying Party, subject to approval by the Party seeking indemnity, such approval not to be unreasonably withheld or delayed; provided, however, that the approval shall not be required with respect to counsel designated by the insurer, (ii) so long as the Indemnifying Party (or its insurer) is conducting such defense with reasonable diligence, the Party seeking Indemnity shall not be required to pay the fees or disbursements of any counsel engaged by its insurer for services rendered; and (iii) the Indemnifying Party shall have the right, without the consent of the Party seeking Indemnity, to settle such claim, provided that the Indemnifying Party (or its insurer) pays all amounts due in connection with or by reason of such settlement and, as part thereof, the Party seeking Indemnity is unconditionally released from all liability in respect of such claim. The Party seeking Indemnity shall have the right to participate in the defense of any claim being indemnified and defended by the Indemnity Party at the expense of the Party seeking Indemnity. In no event shall the Party seeking Indemnity: (a) settle any claim as to which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party; or (b) if a claim is covered by Indemnifying Party’s liability insurance, take or omit to take any action that would cause the insurer not to defend such claim or to disclaim liability in respect thereof. Notwithstanding anything to the contrary in this Section 12.14.3, to the extent that Manager is required to indemnify Owner for a Tax Related Indemnity, the cost of Manager’s defense shall be an Operating Expense.

12.14.4 Survival/Exclusion from Indemnity. The obligations set forth in

this Section 12.14 shall survive any Termination of this Agreement. In no event shall the settlement by either Party in good faith of any claim brought by a third party (including Hotel Personnel) in connection with ownership or operation of the Hotel be deemed to create any presumption of the validity of the claim; nor shall any such settlement be deemed to create any presumption that the acts or omissions giving rise to such claim constituted Manager’s or Owner’s Gross Negligence or Willful Acts or an Event of Default or breach by Manager or Owner under this Agreement. Notwithstanding any contrary provision of this Section 12.14, Owner and Manager mutually agree for the benefit of each other to look first to the appropriate insurance coverages in effect pursuant to this Agreement in the event any claim or liability occurs as a result of injury to person or damage to property, regardless of the cause of such claim or liability.

12.14.5 Consequential Damages. The foregoing indemnities, hold

harmless and reimbursement agreements shall apply to consequential damages only to the extent covered by insurance policies maintained or required to be maintained under this Agreement (“Permitted Consequential Damages”).