Common use of Specific Duties Clause in Contracts

Specific Duties. Subject to the supervision of the Board of Directors, the Advisor will be responsible for the day-to-day operations of the Company (and all subsidiaries and joint ventures of the Company) and shall perform (or cause to be performed) all services relating to the acquisition and disposition of hotels, asset management, financing and operations of the Company as may be reasonably required, which shall include the following related to the Company’s hotel assets: (a) source, investigate and evaluate acquisitions and dispositions consistent with the Company’s Investment Guidelines (as defined in Section 9.2(a) below) and make recommendations to the Board of Directors; (b) engage and supervise, on the Company’s behalf and at the Company’s expense, third parties to provide development management, property management, project management, design and construction services, investment banking services, financial services, property disposition brokerage services, independent accounting and auditing services and tax reviews and advice, transfer agent and registrar services, feasibility studies, appraisals, engineering studies, environmental property inspections and due diligence services, underwriting review services, consulting services and all other services reasonably necessary for Advisor to perform its duties hereunder; (c) negotiate, on the Company’s behalf, any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives; (d) coordinate and manage joint ventures with the Company, including monitoring and enforcing compliance with applicable joint venture or partnership governing documents; (e) negotiate, on behalf of the Company, terms of hotel management agreements, franchise agreements and other contracts or agreements of the Company, and modifications, extensions, waivers or terminations thereof including, without limitation, the negotiation and approval of annual operating and capital budgets thereunder; (f) on behalf of the Company, enforce, monitor and manage compliance of hotel management agreements, franchise agreements and other contracts or agreements of the Company, and modifications, extensions, waivers or terminations thereof; (g) negotiate, on behalf of the Company, terms of loan documents for the Company’s financings; (h) enforce, monitor and manage compliance of loan documents to which the Company is a party, in each case, on behalf of the Company; (i) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such periodic reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, the Code and any regulations or rulings thereunder, the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing; (j) advise and assist in the preparation and filing of all offering documents, registration statements, prospectuses, proxies, and other forms or documents filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, or any state securities regulators (it being understood that the Company shall be responsible for the content of any and all of its offering documents, SEC filings or state regulatory filings, including, without limitation, those filings referred to in subparagraph 2.1(i) above, and Advisor shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents, SEC filings, state regulatory filings or other filings referred to in subparagraphs 2.1(i) and (j), whether or not material, and the Company shall promptly indemnify Advisor for such costs and liabilities); (k) retain counsel, consultants and other third party professionals on behalf of the Company, coordinate, supervise and manage all consultants, third party professionals and counsel, and investigate, evaluate, negotiate and oversee the processing of claims by or against the Company; (l) advise and assist with the Company’s risk management and oversight function; (m) provide office space, office equipment and personnel necessary for the performance of services; (n) perform or supervise the performance of such administrative functions reasonably necessary for the establishment of bank accounts, related controls, collection of revenues and the payment of Company debts and obligations; (o) communicate with the Company’s investors and analysts as required to satisfy reporting or other requirements of any governing body or exchange on which the Company’s securities are traded and to maintain effective relations with such investors; (p) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, website and investor relation services; (q) counsel the Company regarding qualifying, and maintaining Ashford Trust’s qualification as a REIT; (r) assist the Company in complying with all regulatory requirements applicable to the Company (subject to the Company providing appropriate, necessary and timely funding of capital); (s) counsel the Company in connection with policy decisions to be made by the Board of Directors; (t) furnish reports and statistical and economic research to the Company regarding the Company’s activities, investments, financing and capital market activities and services performed for the Company by the Advisor; (u) asset manage (subject to Section 2.5) and monitor the operating performance of the Company’s real estate investments, including the management and implementation of capital improvement programs, pursue property tax appeals (as appropriate), and provide periodic reports with respect to the Company’s investments to the Board of Directors, including comparative information with respect to such operating performance and budgeted or projected operating results; (v) maintain cash in U.S. Treasuries or bank accounts (with the understanding that Advisor’s duties shall not include providing or assisting in proactive investment management strategies or investment in securities other than U.S. Treasuries), and make payment of fees, costs and expenses, or the payment of distributions to stockholders of the Company; (w) advise the Company as to its capital structure and capital raising; (x) take all actions reasonably necessary to enable the Company to comply with and abide by all applicable laws and regulations in all material respects subject to the Company providing appropriate, necessary and timely funding of capital; (y) provide the Company with an internal audit staff with the ability to satisfy any applicable regulatory requirements, including, requirements of the New York Stock Exchange and the SEC, and any additional duties that are determined reasonably necessary or appropriate by the Company’s audit committee; and (z) take such other actions and render such other services as may reasonably be requested by the Company consistent with the purpose of this Agreement and the aforementioned services.

Specific Duties. Subject to the supervision of the Board of DirectorsDirectors and the Company complying with its obligations hereunder, the Advisor will shall be solely responsible for the day-to-day operations of the Company (and including all subsidiaries of its Subsidiaries and joint ventures of the Company) ventures, and shall perform (or cause to be performedperformed through one or more of its Affiliates or third parties) all services relating to the acquisition and disposition of hotels, asset management, management and financing and operations of the Company Company, all as may be reasonably required, which shall include the following related to the Company’s hotel assetsfollowing: (a) source, investigate and evaluate hotel acquisitions and dispositions consistent with the Company’s Investment Guidelines (as defined in Section 9.2(a9.3(a) below) and make recommendations to the Board of Directors; (b) engage and supervise, on the Company’s behalf and at the Company’s expense, third parties to provide services such as development management, property management, project management, design and construction services, investment banking services, financial services, property disposition brokerage services, independent accounting and auditing services and tax reviews and advice, transfer agent and registrar services, feasibility studies, appraisals, engineering studies, environmental property inspections and due diligence services, underwriting review services, consulting services services, and all other services services, deemed by the Advisor to be reasonably necessary for Advisor to perform its duties hereunder; (c) negotiate, on negotiate the Company’s behalf, material terms and conditions as well as definitive documentation of any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable counterparties and representatives; (d) coordinate and manage any joint ventures to which the Company is a party (including joint ventures with parties that are Affiliates of the Advisor or the Company), including monitoring and enforcing compliance with applicable joint venture or partnership governing documents; (e) negotiate, on behalf of negotiate the Company, terms of hotel management agreements, franchise agreements and other contracts or agreements of the Company, and modifications, extensions, waivers or terminations thereof including, without limitation, the negotiation and approval of annual operating and capital budgets thereunder; (f) on behalf of the Company, enforce, monitor and manage compliance of hotel management agreements, franchise agreements and other contracts or agreements of the Company, and modifications, extensions, waivers or terminations thereof; (g) negotiate, on behalf of the Company, negotiate terms of loan documents (“Loan Documents”) for the Company’s financings; (h) enforce, monitor and manage compliance of loan documents with Loan Documents to which the Company is a party, in each case, on behalf of party or is otherwise applicable to the Company; (i) administer the Company’s bookkeeping and accounting functions as are required for the management and operation of the Company, and, subject to the prior authorization of the audit committee of the Board of Directors (the “Audit Committee”), cause the Company to contract for audits with independent public registered accountants and prepare or cause to be prepared such periodic reports and filings as may be required by any governmental authority authority, including but not limited to the Securities and Exchange Commission (the “SEC”), in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including without limitation, proxy statements, annual, quarterly and other periodic reports, returns or statements reports and other filings required under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), returns and filings under the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations or rulings thereunder, the securities and tax statutes of any state or other jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing; (j) advise and assist in the preparation preparing and filing of all any offering documents, registration statements, prospectuses, proxiesstatements and prospectuses included therein, and other forms or documents filed with the Securities and Exchange Commission (the “SEC”) SEC pursuant to the Securities Act of 1933, as amendedamended (the “Securities Act”), or any state securities regulators (it being understood that regulations; provided, however, the Company shall be responsible for the content of any and all of its offering documents, SEC filings or state regulatory filings, including, without limitation, those filings referred to in subparagraph Section 2.1(i) above), and the Advisor shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents, SEC filings, state regulatory filings or other filings referred to in subparagraphs Section 2.1(i) and this Section 2.1 (j), whether or not material, and the Company shall promptly indemnify Advisor for such costs and liabilities); (k) investigate, evaluate, negotiate and otherwise manage and take actions it deems necessary to resolve all Proceedings to which the Company may be a party or otherwise involved or to which the Company may be subject other than any Proceedings to which the Advisor or any of its Affiliates are adverse to the Company, subject to such limitations or parameters as may be imposed from time to time by the Board of Directors, and cause the Company to retain such legal counsel, consultants and other third party professionals parties on behalf of the Company, as the Advisor deems necessary in connection with the foregoing, and coordinate, supervise and manage all consultants, third party professionals and such legal counsel, consultants and investigate, evaluate, negotiate and oversee the processing of claims by or against the Companyother third parties; (l) advise and assist provide, or cause a third party to provide, the Company with personnel to perform the Company’s risk management and oversight function; (m) provide office space, office equipment and personnel necessary for the performance by the Advisor of servicesthe services contemplated by this Amended Agreement; (n) perform cause the payments required to fulfill all of the Company obligations to be made, including without limitation payments of interest and principal on indebtedness of the Company and dividends or supervise distributions to stockholders to the performance extent declared by the Board of such administrative functions reasonably necessary for the establishment of bank accounts, related controls, collection of revenues and the payment of Company debts and obligationsDirectors; (o) communicate with the Company’s investors and analysts as required to satisfy reporting or other requirements of any governing body or exchange on which the Company’s securities are traded and to maintain effective relations with such investors; (p) advise investors and assist the Company with respect to the Company’s public relations, preparation of marketing materials, website and investor relation services; (qp) counsel so long as the Board of Directors deems necessary, assist the Company regarding qualifying, in maintaining its status as a real estate investment trust for U.S. Federal income tax purposes (“REIT”) and maintaining Ashford Trust’s monitoring compliance with the various REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder and using commercially reasonable efforts to cause the Company to qualify for taxation as a REIT; (rq) assist the Company in complying with all regulatory requirements applicable provide direction and guidance to the Company (subject to the Company providing appropriate, necessary and timely funding Board of capital); (s) counsel the Company Directors in connection with policy decisions to be made considered by the Board of Directors; (tr) furnish reports and statistical and economic research to the Company Board of Directors regarding the Company’s activities, investments, financing and capital market activities and services performed for the Company by the Advisor; (us) asset manage (subject to Section 2.5) and monitor the operating performance of the Company’s real estate investments, including monitoring the management and implementation of capital improvement programs, pursue property tax appeals (as appropriate), and provide periodic reports with respect to the Company’s investments to the Board of Directors, including comparative information with respect to such operating performance and budgeted or projected operating results; (vt) establish, maintain cash in U.S. Treasuries or and oversee the Company’s bank accounts (with provided that the understanding that Advisor’s duties Advisor shall not include providing be required to provide or assisting assist in proactive investment management strategies or investment invest excess cash in securities other than U.S. Treasuries), and make payment of fees, costs and expenses, or the payment of distributions to stockholders of the Company; (wu) advise consult with the Company as to its Board of Directors regarding the Company’s capital structure and capital raising; (xv) take all actions reasonably necessary to enable the Company to comply with and abide by all applicable laws and regulations in all material respects subject to the Company providing appropriate, necessary and timely funding of capital; (yw) provide the Company with an internal audit staff with the ability to satisfy any applicable regulatory requirements, including, including requirements of the New York Stock Exchange and the SEC, and any additional duties that are determined reasonably necessary or appropriate by the Company’s audit committeeAudit Committee (“Internal Audit Services”); and (zx) take such other actions and render such other services as may reasonably be requested by the Company consistent with the purpose of this Amended Agreement and the aforementioned services; provided, that any increase in the scope of duties or services to be provided by the Advisor (i) must be jointly approved by the Company and the Advisor according to Section 9.4 and (ii) will be subject to additional compensation determined in accordance with Section 9.4.

Specific Duties. Subject to the supervision of the Board of DirectorsDirectors and the Company complying with its obligations hereunder, the Advisor will shall be solely responsible for the day-to-day operations of the Company (and including all subsidiaries of its Subsidiaries and joint ventures of the Company) ventures, and shall perform (or cause to be performedperformed through one or more of its Affiliates or third parties) all services relating to the acquisition and disposition of hotels, asset management, management and financing and operations of the Company Company, all as may be reasonably required, which shall include the following related to the Company’s hotel assetsfollowing: (a) source, investigate and evaluate hotel acquisitions and dispositions consistent with the Company’s Investment Guidelines (as defined in Section 9.2(a9.3(a) below) and make recommendations to the Board of Directors; (b) engage and supervise, on the Company’s behalf and at the Company’s expense, third parties to provide services such as development management, property management, project management, design and construction services, investment banking services, financial services, property disposition brokerage services, independent accounting and auditing services and tax reviews and advice, transfer agent and registrar services, feasibility studies, appraisals, engineering studies, environmental property inspections and due diligence services, underwriting review services, consulting services services, and all other services services, deemed by the Advisor to be reasonably necessary for Advisor to perform its duties hereunder; (c) negotiate, on negotiate the Company’s behalf, material terms and conditions as well as definitive documentation of any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable counterparties and representatives; (d) coordinate and manage any joint ventures to which the Company is a party (including joint ventures with parties that are Affiliates of the Advisor or the Company), including monitoring and enforcing compliance with applicable joint venture or partnership governing documents; (e) negotiate, on behalf of negotiate the Company, terms of hotel management agreements, franchise agreements and other contracts or agreements of the Company, and modifications, extensions, waivers or terminations thereof including, without limitation, the negotiation and approval of annual operating and capital budgets thereunder; (f) on behalf of the Company, enforce, monitor and manage compliance of hotel management agreements, franchise agreements and other contracts or agreements of the Company, and modifications, extensions, waivers or terminations thereof; (g) negotiate, on behalf of the Company, negotiate terms of loan documents (“Loan Documents”) for the Company’s financings; (h) enforce, monitor and manage compliance of loan documents with Loan Documents to which the Company is a party, in each case, on behalf of party or is otherwise applicable to the Company; (i) administer the Company’s bookkeeping and accounting functions as are required for the management and operation of the Company, and, subject to the prior authorization of the audit committee of the Board of Directors (the “Audit Committee”), cause the Company to contract for audits with independent public registered accountants and prepare or cause to be prepared such periodic reports and filings as may be required by any governmental authority authority, including but not limited to the Securities and Exchange Commission (the “SEC”), in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including without limitation, proxy statements, annual, quarterly and other periodic reports, returns or statements reports and other filings required under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), returns and filings under the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations or rulings thereunder, the securities and tax statutes of any state or other jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing; (j) advise and assist in the preparation preparing and filing of all any offering documents, registration statements, prospectuses, proxiesstatements and prospectuses included therein, and other forms or documents filed with the Securities and Exchange Commission (the “SEC”) SEC pursuant to the Securities Act of 1933, as amendedamended (the “Securities Act”), or any state securities regulators (it being understood that regulations; provided, however, the Company shall be responsible for the content of any and all of its offering documents, SEC filings or state regulatory filings, including, without limitation, those filings referred to in subparagraph Section 2.1(i) above), and the Advisor shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents, SEC filings, state regulatory filings or other filings referred to in subparagraphs Section 2.1(i) and (jthis Section 2.1(j), whether or not material, and the Company shall promptly indemnify Advisor for such costs and liabilities); (k) investigate, evaluate, negotiate and otherwise manage and take actions it deems necessary to resolve all Proceedings to which the Company may be a party or otherwise involved or to which the Company may be subject other than any Proceedings to which the Advisor or any of its Affiliates are adverse to the Company, subject to such limitations or parameters as may be imposed from time to time by the Board of Directors, and cause the Company to retain such legal counsel, consultants and other third party professionals parties on behalf of the Company, as the Advisor deems necessary in connection with the foregoing, and coordinate, supervise and manage all consultants, third party professionals and such legal counsel, consultants and investigate, evaluate, negotiate and oversee the processing of claims by or against the Companyother third parties; (l) advise and assist provide, or cause a third party to provide, the Company with personnel to perform the Company’s risk management and oversight function; (m) provide office space, office equipment and personnel necessary for the performance by the Advisor of servicesthe services contemplated by this Amended Agreement; (n) perform cause the payments required to fulfill all of the Company obligations to be made, including without limitation payments of interest and principal on indebtedness of the Company and dividends or supervise distributions to stockholders to the performance extent declared by the Board of such administrative functions reasonably necessary for the establishment of bank accounts, related controls, collection of revenues and the payment of Company debts and obligationsDirectors; (o) communicate with the Company’s investors and analysts as required to satisfy reporting or other requirements of any governing body or exchange on which the Company’s securities are traded and to maintain effective relations with such investors; (p) advise investors and assist the Company with respect to the Company’s public relations, preparation of marketing materials, website and investor relation services; (qp) counsel so long as the Board of Directors deems necessary, assist the Company regarding qualifying, in maintaining its status as a real estate investment trust for U.S. Federal income tax purposes (“REIT”) and maintaining Ashford Trust’s monitoring compliance with the various REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder and using commercially reasonable efforts to cause the Company to qualify for taxation as a REIT; (rq) assist the Company in complying with all regulatory requirements applicable provide direction and guidance to the Company (subject to the Company providing appropriate, necessary and timely funding Board of capital); (s) counsel the Company Directors in connection with policy decisions to be made considered by the Board of Directors; (tr) furnish reports and statistical and economic research to the Company Board of Directors regarding the Company’s activities, investments, financing and capital market activities and services performed for the Company by the Advisor; (us) asset manage (subject to Section 2.5) and monitor the operating performance of the Company’s real estate investments, including monitoring the management and implementation of capital improvement programs, pursue property tax appeals (as appropriate), and provide periodic reports with respect to the Company’s investments to the Board of Directors, including comparative information with respect to such operating performance and budgeted or projected operating results; (vt) establish, maintain cash in U.S. Treasuries or and oversee the Company’s bank accounts (with provided that the understanding that Advisor’s duties Advisor shall not include providing be required to provide or assisting assist in proactive investment management strategies or investment invest excess cash in securities other than U.S. Treasuries), and make payment of fees, costs and expenses, or the payment of distributions to stockholders of the Company; (wu) advise consult with the Company as to its Board of Directors regarding the Company’s capital structure and capital raising; (xv) take all actions reasonably necessary to enable the Company to comply with and abide by all applicable laws and regulations in all material respects subject to the Company providing appropriate, necessary and timely funding of capital; (yw) provide the Company with an internal audit staff with the ability to satisfy any applicable regulatory requirements, including, including requirements of the New York Stock Exchange and the SEC, and any additional duties that are determined reasonably necessary or appropriate by the Company’s audit committeeAudit Committee (“Internal Audit Services”); and (zx) take such other actions and render such other services as may reasonably be requested by the Company consistent with the purpose of this Amended Agreement and the aforementioned services; provided, that any increase in the scope of duties or services to be provided by the Advisor (i) must be jointly approved by the Company and the Advisor according to Section 9.4 and (ii) will be subject to additional compensation determined in accordance with Section 9.4.

Specific Duties. Subject to the supervision of the Board of Directors, the Advisor will be responsible for the day-to-day operations of the Company (and all subsidiaries and joint ventures of the Company) and shall perform (or cause to be performed) all services relating to the acquisition and disposition of hotels, asset management, financing and operations of the Company as may be reasonably required, which shall include the following related to the Company’s hotel assets: (a) source, investigate and evaluate acquisitions and dispositions consistent with the Company’s Investment Guidelines (as defined in Section 9.2(a) below) and make recommendations to the Board of Directors; (b) engage and supervise, on the Company’s behalf and at the Company’s expense, third parties to provide development management, property management, project management, design and construction services, investment banking services, financial services, property disposition brokerage services, independent accounting and auditing services and tax reviews and advice, transfer agent and registrar services, feasibility studies, appraisals, engineering studies, environmental property inspections and due diligence services, underwriting review services, consulting services and all other services reasonably necessary for Advisor to perform its duties hereunder; (c) negotiate, on the Company’s behalf, any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives; (d) coordinate and manage joint ventures with the Company, including monitoring and enforcing compliance with applicable joint venture or partnership governing documents; (e) negotiate, on behalf of the Company, terms of hotel management agreements, franchise agreements and other contracts or agreements of the Company, and modifications, extensions, waivers or terminations thereof including, without limitation, the negotiation and approval of annual operating and capital budgets thereunder; (f) on behalf of the Company, enforce, monitor and manage compliance of hotel management agreements, franchise agreements and other contracts or agreements of the Company, and modifications, extensions, waivers or terminations thereof; (g) negotiate, on behalf of the Company, terms of loan documents for the Company’s financings; (h) enforce, monitor and manage compliance of loan documents to which the Company is a party, in each case, on behalf of the Company; (i) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such periodic reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, the Code and any regulations or rulings thereunder, the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing; (j) advise and assist in the preparation and filing of all offering documents, registration statements, prospectuses, proxies, and other forms or documents filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, or any state securities regulators (it being understood that the Company shall be responsible for the content of any and all of its offering documents, SEC filings or state regulatory filings, including, without limitation, those filings referred to in subparagraph 2.1(i2(i) above, and Advisor shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents, SEC filings, state regulatory filings or other filings referred to in subparagraphs 2.1(i2(i) and (j), whether or not material, and the Company shall promptly indemnify Advisor for such costs and liabilities); (k) retain counsel, consultants and other third party professionals on behalf of the Company, coordinate, supervise and manage all consultants, third party professionals and counsel, and investigate, evaluate, negotiate and oversee the processing of claims by or against the Company; (l) advise and assist with the Company’s risk management and oversight function; (m) provide office space, office equipment and personnel necessary for the performance of services; (n) perform or supervise the performance of such administrative functions reasonably necessary for the establishment of bank accounts, related controls, collection of revenues and the payment of Company debts and obligations; (o) communicate with the Company’s investors and analysts as required to satisfy reporting or other requirements of any governing body or exchange on which the Company’s securities are traded and to maintain effective relations with such investors; (p) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, website and investor relation services; (q) counsel the Company regarding qualifying, and maintaining Ashford Trust’s qualification as a REIT; (r) assist the Company in complying with all regulatory requirements applicable to the Company (subject to the Company providing appropriate, necessary and timely funding of capital); (s) counsel the Company in connection with policy decisions to be made by the Board of Directors; (t) furnish reports and statistical and economic research to the Company regarding the Company’s activities, investments, financing and capital market activities and services performed for the Company by the Advisor; (u) asset manage (subject to Section 2.5) and monitor the operating performance of the Company’s real estate investments, including the management and implementation of capital improvement programs, pursue property tax appeals (as appropriate), and provide periodic reports with respect to the Company’s investments to the Board of Directors, including comparative information with respect to such operating performance and budgeted or projected operating results; (v) maintain cash in U.S. Treasuries or bank accounts (with the understanding that Advisor’s duties shall not include providing or assisting in proactive investment management strategies or investment in securities other than U.S. Treasuries), and make payment of fees, costs and expenses, or the payment of distributions to stockholders of the Company; (w) advise the Company as to its capital structure and capital raising; (x) take all actions reasonably necessary to enable the Company to comply with and abide by all applicable laws and regulations in all material respects subject to the Company providing appropriate, necessary and timely funding of capital; (y) provide the Company with an internal audit staff with the ability to satisfy any applicable regulatory requirements, including, requirements of the New York Stock Exchange and the SEC, and any additional duties that are determined reasonably necessary or appropriate by the Company’s audit committee; and (z) take such other actions and render such other services as may reasonably be requested by the Company consistent with the purpose of this Agreement and the aforementioned services.

Specific Duties. Subject to the supervision of the Board of Directors, the Advisor will be responsible for the day-to-day operations of the Company (and all subsidiaries and joint ventures of the Company) and shall perform (or cause to be performed) all services relating to the acquisition and disposition of hotels, asset management, financing and operations of the Company as may be reasonably required, which shall include the following related to the Company’s hotel assets: (a) source, investigate and evaluate acquisitions and dispositions consistent with the Company’s Investment Guidelines (as defined in Section 9.2(a) below) and make recommendations to the Board of Directors; (b) engage and supervise, on the Company’s behalf and at the Company’s expense, third parties to provide development management, property management, project management, design and construction services, investment banking services, financial services, property disposition brokerage services, independent accounting and auditing services and tax reviews and advice, transfer agent and registrar services, feasibility studies, appraisals, engineering studies, environmental property inspections and due diligence services, underwriting review services, consulting services and all other services reasonably necessary for Advisor to perform its duties hereunder; (c) negotiate, on the Company’s behalf, any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives; (d) coordinate and manage joint ventures with the Company, including monitoring and enforcing compliance with applicable joint venture or partnership governing documents; (e) negotiate, on behalf of the Company, terms of hotel management agreements, franchise agreements and other contracts or agreements of the Company, and modifications, extensions, waivers or terminations thereof including, without limitation, the negotiation and approval of annual operating and capital budgets thereunder; (f) on behalf of the Company, enforce, monitor and manage compliance of hotel management agreements, franchise agreements and other contracts or agreements of the Company, and modifications, extensions, waivers or terminations thereof; (g) negotiate, on behalf of the Company, terms of loan documents for the Company’s financings; (h) enforce, monitor and manage compliance of loan documents to which the Company is a party, in each case, on behalf of the Company; (i) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such periodic reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, the Code and any regulations or rulings thereunder, the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing; (j) advise and assist in the preparation and filing of all offering documents, registration statements, prospectuses, proxies, and other forms or documents filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, or any state securities regulators (it being understood that the Company shall be responsible for the content of any and all of its offering documents, SEC filings or state regulatory filings, including, without limitation, those filings referred to in subparagraph 2.1(i2(i) above, and Advisor shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents, SEC filings, state regulatory filings or other filings referred to in subparagraphs 2.1(i2(i) and (j), whether or not material, and the Company shall promptly indemnify Advisor for such costs and liabilities); (k) retain counsel, consultants and other third party professionals on behalf of the Company, coordinate, supervise and manage all consultants, third party professionals and counsel, and investigate, evaluate, negotiate and oversee the processing of claims by or against the Company; (l) advise and assist with the Company’s risk management and oversight function; (m) provide office space, office equipment and personnel necessary for the performance of services; (n) perform or supervise the performance of such administrative functions reasonably necessary for the establishment of bank accounts, related controls, collection of revenues and the payment of Company debts and obligations; (o) communicate with the Company’s investors and analysts as required to satisfy reporting or other requirements of any governing body or exchange on which the Company’s securities are traded and to maintain effective relations with such investors; (p) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, website and investor relation services; (q) counsel the Company regarding qualifying, and maintaining Ashford TrustPrime’s qualification as a REIT; (r) assist the Company in complying with all regulatory requirements applicable to the Company (subject to the Company providing appropriate, necessary and timely funding of capital); (s) counsel the Company in connection with policy decisions to be made by the Board of Directors; (t) furnish reports and statistical and economic research to the Company regarding the Company’s activities, investments, financing and capital market activities and services performed for the Company by the Advisor; (u) asset manage (subject to Section 2.5) and monitor the operating performance of the Company’s real estate investments, including the management and implementation of capital improvement programs, pursue property tax appeals (as appropriate), and provide periodic reports with respect to the Company’s investments to the Board of Directors, including comparative information with respect to such operating performance and budgeted or projected operating results; (v) maintain cash in U.S. Treasuries or bank accounts (with the understanding that Advisor’s duties shall not include providing or assisting in proactive investment management strategies or investment in securities other than U.S. Treasuries), and make payment of fees, costs and expenses, or the payment of distributions to stockholders of the Company; (w) advise the Company as to its capital structure and capital raising; (x) take all actions reasonably necessary to enable the Company to comply with and abide by all applicable laws and regulations in all material respects subject to the Company providing appropriate, necessary and timely funding of capital; (y) provide the Company with an internal audit staff with the ability to satisfy any applicable regulatory requirements, including, requirements of the New York Stock Exchange and the SEC, and any additional duties that are determined reasonably necessary or appropriate by the Company’s audit committee; and (z) take such other actions and render such other services as may reasonably be requested by the Company consistent with the purpose of this Agreement and the aforementioned services.