Item 8.01 Other Events.



As previously disclosed, on October 16, 2020, the independent members of the
board of directors of Ashford Inc. (the "Ashford Inc. Directors") provided
Ashford Hospitality Trust, Inc. ("Ashford Trust"): (i) a 30-day deferral on the
payment of certain fees and reimbursable expenses with respect to the month of
October 2020 payable under the Advisory Agreement (defined below); and (ii) a
30-day deferral on the payment of certain fees payable to Lismore Capital II LLC
("Lismore"), a subsidiary of Ashford Inc., pursuant to the Lismore Agreement
(defined below). On November 5, 2020, the Ashford Inc. Directors provided
Ashford Trust: (i) an additional 30-day deferral of the base advisory fees and
Lismore success fees for the month of October 2020 that were previously
deferred; and (ii) a 30-day deferral of the base advisory fees and any Lismore
success fees for the month of November 2020. On November 26, 2020, the Ashford
Inc. Directors provided Ashford Trust: (i) an additional deferral of the base
advisory fees and any Lismore success fees for the months of October 2020 and
November 2020 that were previously deferred; and (ii) a deferral of the base
advisory fees and any Lismore success fees for the month of December 2020 such
that all such fees would be due and payable on January 4, 2021.

On January 4, 2021, the independent members of the board of directors of Ashford
Trust (the "Ashford Trust Directors") requested that Ashford Inc. provide
Ashford Trust: (i) an additional deferral of the base advisory fees and any
Lismore success fees for the months of October 2020, November 2020 and December
2020 that were previously deferred; and (ii) a deferral of the base advisory
fees and any Lismore success fees for the month of January 2021 such that all
such fees would be due and payable on January 11, 2021. On January 4, 2021, the
Ashford Inc. Directors approved the Ashford Trust Directors' requests, as
described further below.

Advisory Agreement



Absent a waiver, pursuant to the Amended and Restated Advisory Agreement,
effective as of June 10, 2015, by and among Ashford Trust, Ashford Hospitality
Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford
Hospitality Advisors LLC, as amended (the "Advisory Agreement"), Ashford Trust
must pay, on a monthly basis, a base management fee. The minimum base management
fee is equal to the greater of: (i) 90% of the base fee paid for the same month
in the prior fiscal year? and (ii) 1/12th of the "G&A Ratio" for the most
recently completed fiscal quarter multiplied by Ashford Trust's total market
capitalization on the last balance sheet date included in the most recent
quarterly report on Form 10-Q or annual report on Form 10-K that Ashford Trust
filed with the Securities and Exchange Commission. In addition, Ashford Inc. is
entitled to receive directly or be reimbursed for all expenses paid or incurred
by Ashford Inc. on behalf of Ashford Trust or in connection with the services
provided by Ashford Inc. pursuant to the Advisory Agreement.

On January 4, 2021, the Ashford Inc. Directors granted Ashford Trust: (i) an
additional deferral of the payment of the base advisory fees that were
previously deferred for the months of October 2020, November 2020 and December
2020; and (ii) a deferral of approximately $2.8 million in base advisory fees
with respect to the month of January 2021. The foregoing payments will now be
due and payable on January 11, 2021. Additionally, the Ashford Inc. Directors
waived any claim against Ashford Trust and Ashford Trust's affiliates and each
of their officers and directors for breach of the Advisory Agreement or any
damages that may have arisen in absence of such fee deferral.

The foregoing summary is qualified in its entirety by reference to the Advisory
Agreement and amendment thereto, which are filed as Exhibit 10.1 and Exhibit
10.2, respectively, to this Current Report on Form 8-K, each of which is
incorporated by reference herein.

Lismore Agreement



On July 1, 2020, Ashford Trust entered into an amended and restated agreement,
effective as of April 6, 2020, with Lismore, a subsidiary of Ashford Inc.,
whereby Lismore, acting as agent for Ashford Trust, was engaged to seek maturity
extensions, refinancings, forbearances, principal reductions and debt-to-equity
conversions of Ashford Trust's existing mortgage and mezzanine loans (the
"Lismore Agreement").

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Absent a waiver, pursuant to the Lismore Agreement, the fees Lismore would be
entitled to are approximately $3.4 million in success fees payable in connection
with any signed forbearance agreements negotiated in the months of October 2020,
November 2020, December 2020 and January 2021 with Ashford Trust's mortgage and
mezzanine lenders. On January 4, 2021, the Ashford Inc. Directors granted
Ashford Trust: (i) an additional deferral of the payment of any Lismore success
fees for the months of October 2020, November 2020 and December 2020; and (ii) a
deferral of any additional Lismore success fees for the month of January 2021.
The foregoing payments will now be due and payable on January 11, 2021.
Additionally, the Ashford Inc. Directors waived any claim against Ashford Trust
and Ashford Trust's affiliates and each of their officers and directors for
breach of the Lismore Agreement or any damages that may have arisen in absence
of such fee deferral.

The foregoing summary is qualified in its entirety by reference to the Lismore
Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K,
and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.               Description
10.1                        Amended and Restated Advisory Agreement, dated

as of June 10, 2015, by and


                          between Ashford Hospitality Trust, Inc., Ashford

Hospitality Limited


                          Partnership, Ashford TRS Corporation, Ashford

Inc. and Ashford Hospitality

Advisors LLC (incorporated by reference to

Exhibit 10.1 to the Current


                          Report on Form 8-K filed on June 12, 2015) (File No. 001-36400)
10.2                        Enhanced Return Funding Program Agreement and Amendment No. 1 to the
                          Amended and Restated Advisory Agreement, dated as of June 26, 2018, among
                          Ashford Hospitality Trust, Inc., Ashford

Hospitality Limited Partnership,

Ashford TRS Corporation, Ashford Inc. and Ashford

Hospitality Advisors LLC,


                          dated June 26, 2018 (incorporated by reference to Exhibit 10.1 of the
                          Company's Form 8-K filed on June 26, 2018) (File No. 001-36400).
10.3                        Amended and Restated Ashford Trust Agreement,

dated as of April 6, 2020,


                          by and between Lismore Capital II LLC and Ashford

Hospitality Trust, Inc.


                          (incorporated by reference to Exhibit 10.1 of

Form 8-K, filed on July 7,


                          2020) (File No. 001-36400).
104                       Cover Page Interactive Data File (formatted in

Inline XBRL and contained in


                          Exhibit 101).

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