THE [________________________]

TRUST AGREEMENT1

Dated: [_______________], 2020

1
This agreement was provided by Aaron B. Flinn and Richard A. Johnson, attorneys with Waller Lansden Dortch &
Davis, LLP. The information contained herein is intended for general informational purposes only and
does not constitute legal advice. You are urged to consult with your own legal advisor before taking any action
based on information contained herein

4849-4600-4177.1
 THE [________________________]
TRUST AGREEMENT
Table of Contents

Article I. The [_______________________] Trust.........................................................................1

Article II. Resignation, Removal, and Appointment of Trustees....................................................2

Article III. General Matters with Regard to the Trusteeship...........................................................3

Article IV. The Trustee’s Administrative and Investment Powers..................................................4

Article V. Definitions and General Provisions................................................................................7

Article VI. Execution.....................................................................................................................12

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The [________________________] Trust Agreement
 THE [________________________]
TRUST AGREEMENT

This irrevocable trust agreement (the “Agreement”) is entered into on this the ____ day
of _______________, 2020, by and between ___________________, as Grantor (the “Grantor”),
and _________________________________, as the initial Co-Trustees, without bond. All
references to “Trustee” shall refer to the initial Co-Trustees, or their successor(s) in trust. In
consideration of the premises and mutual covenants herein contained, the Grantor will convey
and deliver to the Trustee certain property, and the Trustee agrees to hold such property in trust
for the following uses and purposes and subject to the conditions, powers, and agreements
hereinafter set forth.

B. An Irrevocable Agreement. This Agreement is irrevocable and the Grantor

hereby renounces, individually and on behalf of the Grantor’s estate, any interest, either vested
or contingent, including any reversionary right or possibility of reversion, in the principal or
income of the [__________] Trust, as defined in the Article titled The
______________________ Trust, and any power to determine or control by alteration,
amendment, revocation, or termination, or otherwise, the beneficial enjoyment of the principal or
income thereof.

C. Statement of Intent. It is intended the [__________] Trust, as defined in the

Article titled The ______________________ Trust, constitute a non-charitable trust described in
T.C.A. §35-15-409 and, as such, shall terminate no later than required pursuant to applicable
law. The primary purpose of the [__________] Trust is to acquire, own and retain sole
ownership interest in ______________________, LLC, a Tennessee limited liability company
which is intended to _________________________________ (the “LLC”), and this Agreement
shall at all times be administered and interpreted to achieve this primary purpose.

Article I.
The [_______________________] Trust
All amounts contributed hereto shall be retained in a trust, named the “[__________]
Trust” (the “[__________] Trust”), which shall be administered as follows:

A. Income and Principal Distributions. The Trustee may distribute to or for the
benefit of any one or more individuals or organizations as much of the net income and principal
of the [________] Trust, in such amounts and proportions among them, as the Trustee, in its sole
and absolute discretion, shall determine. All undistributed net income of the [________] Trust
shall be accumulated and added to principal of them [_________] Trust at least annually. The
Trustee shall have sole and absolute discretion in both selecting the individual(s) and/or
organization(s) to whom distributions may be made as well as the amount and timing of such
distributions, and the Trustee is permit to change its selection of the individual(s) and/or
organization(s) to whom distributions may be made at any time and without notice.

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The [________________________] Trust Agreement
 B. Termination of the [__________] Trust. The [__________] Trust shall terminate
in accordance with the applicable Rule Against Perpetuities. Upon termination of the
[__________] Trust, all the remaining assets of the [__________] Trust shall be distributed as
follows:
___________________________________________________________________________

_____________________________________________________________________________

Article II.
Resignation, Removal, and Appointment of Trustees
A. Resignation. Any Trustee of the [__________] Trust shall have the right to resign
upon thirty (30) days’ prior written notice to the remaining Trustee or Trustees, if any, and to the
Grantor. Following the Grantor’s death, such notice shall be given to the Grantor’s spouse and to
the members of the eldest generation of the Grantor’s then living descendants. This Notice shall
be given to the natural or legal guardian or conservator of any person who is under a legal
disability. An individual serving as a Trustee of the [__________] Trust shall cease to serve as
such whenever such individual is disabled.

B. Right to Remove Trustee. The Grantor (or, during any period of the Grantor’s
incapacity, the Grantor’s attorney-in-fact) shall have the power to remove any Trustee at any
time. Following the Grantor’s death, [_________] shall have the power to remove any Trustee at
any time. Any such removal right shall be exercised by a writing delivered to the Trustee. A
Trustee may be removed for any reason, without cause. Any Trustee who has been given notice
of removal shall continue to serve as Trustee until a replacement Trustee has been appointed and
agreed to serve, unless at the time of such removal there is an additional Trustee then serving.

C. Appointment of Successor Trustees. There shall be serving an Independent

Trustee and a Related Trustee at all times. In the event there is at any time a vacancy in the office
of Independent Trustee or Related Trustee, as applicable, such vacancy shall be filled as
provided in this paragraph.

1. Appointment of Successor Related Trustee. During the Grantor’s lifetime,

the Grantor (or during any period of the Grantor’s disability, the Grantor’s attorney-in-
fact) shall have the right to appoint an individual to serve as successor Related Trustee.
The Grantor may exercise such power at any time (including by a valid Last Will and
Testament), and any such exercise may be changed from time to time. Following the
Grantor’s death, [_____________________________________], the person or persons
holding the power to remove a Trustee of the [_____________] Trust under the
provisions of paragraph B., above, shall appoint an individual to serve as successor
Related Trustee in the same manner as would be necessary to remove the Related
Trustee. If such person or persons cannot agree on a successor Related Trustee, any
person or person belonging to the group with the power to appoint a successor Related
Trustee can petition a court of competent jurisdiction, ex parte, to appoint an individual
to serve as successor Related Trustee. Any such successor Related Trustee thus
appointed shall be subject to the removal powers described above.

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The [________________________] Trust Agreement
 2. Appointment of Successor Independent Trustee. During the Grantor’s
lifetime, the Grantor (or during any period of the Grantor’s disability, the Grantor’s
attorney-in-fact) shall have the right to appoint an individual or corporate fiduciary to
serve as successor Independent Trustee. The Grantor may exercise such power at any
time (including by a valid Last Will and Testament), and any such exercise may be
changed from time to time. Following the Grantor’s death,
[_____________________________________], the person or persons holding the power
to remove a Trustee of the [_____________] Trust under the provisions of paragraph B.,
above, shall appoint an individual or corporate fiduciary to serve as successor
Independent Trustee in the same manner as would be necessary to remove the
Independent Trustee. If such person or persons cannot agree on a successor Independent
Trustee, any person or person belonging to the group with the power to appoint a
successor Independent Trustee can petition a court of competent jurisdiction, ex parte, to
appoint an individual to serve as successor Independent Trustee. Any such successor
Independent Trustee thus appointed shall be subject to the removal powers described
above.

D. Corporate Fiduciaries. Any corporate fiduciary named pursuant to the provisions

of this Agreement or appointed by a court of competent jurisdiction as a Trustee must be a bank
or trust company situated in the United States having trust powers under applicable federal or
state law. Such fiduciary shall be an Independent Trustee.

E. Powers and Liabilities of Successor Trustee. Any successor Trustee shall have all
of the rights, powers, and privileges, including the right to serve without bond, and shall be
subject to all of the obligations and duties, both discretionary and ministerial, as given to the
initial Co-Trustees. Any successor Trustee shall be subject to any restrictions imposed on the
initial Co-Trustees. No successor Trustee shall be required to examine the accounts, records, and
acts of any previous Trustee. No successor Trustee shall in any way be responsible for any act or
omission to act on the part of any previous Trustee.

F. Prohibition on Family Members Serving as Trustee. Notwithstanding any

provision of this Agreement to the contrary, in no event shall the Grantor nor the Grantor’s
spouse serve as a Trustee hereunder.

G. Minimum Requirements for Co-Trustees. At all times, no more than half of all the
Co-Trustees serving hereunder shall be Related Trustees.

Article III.
General Matters with Regard to the Trusteeship
A. Use of “Trustee” Nomenclature. As used throughout this Agreement, the word
“Trustee”, when not preceded by the word “Independent” or “Related” shall refer to the initial
Co-Trustees, as well as any single, additional, or successor Trustee, and shall also refer to any
individual, corporation, or other entity acting as a replacement, substitute, or added Trustee. As
used throughout this Agreement, the word “Independent Trustee” shall refer to the then acting
Trustee who is a Disinterested

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The [________________________] Trust Agreement
 B. Requirements as to Bond. The Trustee shall not be required to furnish any bond
for the faithful performance of its duties. If any law or court of competent jurisdiction requires a
bond, no surety shall be required on such bond.

C. Accounting and Notification. The Trustee shall not be required to render an

accounting of the [__________] Trust to any court; however, the Trustee shall report, at least
annually, all of the receipts, disbursements, and distributions occurring during the reporting
period, along with a complete statement of the property of the [__________] Trust, to the
Grantor, if then living, otherwise to [___________________________]. If any individual to
whom an account is so rendered is under a legal disability, the Trustee shall render the account to
the individual’s parent or other legal representative. Except as specifically set forth above, the
Trustee is directed to not provide the notification otherwise required pursuant to T.C.A. §35-15-
813(b), or any similar successor statute. The Trustee shall not be required to respond to requests
pursuant to T.C.A. §35-15-813(a) for information regarding the [__________] Trust from any
individual who is not a current recipient of the annual accounting.

D. Trustee’s Compensation. The Trustee shall be entitled to fair and reasonable

compensation for the services it renders as a fiduciary. The Trustee shall be reimbursed for the
reasonable costs and expenses incurred in connection with its fiduciary duties under this
Agreement and shall reasonably compensate those persons employed by it, including agents,
auditors, accountants, and attorneys. No Trustee shall be entitled to a termination fee in the
event such Trustee is removed or otherwise ceases to serve as Trustee. A corporate fiduciary’s
regular schedule of fees for administering trusts shall not be entitled to any presumption of
reasonableness.

E. Limitation on Powers and Authority. In no event shall a Trustee have the

authority to exercise any power over distributions of income or principal of the [______] Trust
for the purpose of discharging any legal obligation of the Grantor or Trustee.

F. Exercise of Powers By Co-Trustees. During any period that there is more than one
Trustee then serving with respect to a trust created hereunder, unless the terms of this
Agreement require such action to be taken by either the Independent Trustee or Related Trustee,
as the case may be, any and all actions taken by an individual Trustee pursuant to the authority
granted in this Agreement shall require the unanimous consent of all then Trustees; provided,
that any documents to be executed by a Trustee, including, but not limited to, the withdrawal of
funds from checking or savings accounts, may be signed by any one of the Trustees then serving
and no third party shall require documents be signed by all of the Trustee.

Article IV.
The Trustee’s Administrative and Investment Powers
In the administration of the [__________] Trust, the Trustee, in addition to and not by
limitation of the duties or powers provided elsewhere in this Agreement or by law, shall have the
following administrative and investment powers:

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The [________________________] Trust Agreement
 A. General Powers of Trustee. In addition to all of the powers specifically granted
the Trustee in this Agreement, the Trustee shall have all the powers enumerated in the Tennessee
Uniform Trust Code and in T.C.A. §35-50-110. Each power conferred upon the Trustee under
this Agreement, or upon Trustees in general, by applicable state or federal statutes, shall be
subject to any express limitations or contrary directions contained in this Agreement. The
foregoing trust powers are incorporated by reference into this Agreement as if set forth verbatim
herein and shall be applicable notwithstanding the later amendment or repeal of such provisions.

B. Income and Principal Powers. The Trustee may determine in a fair, equitable, and
practical manner how all Trustee’s fees, disbursements, receipts, and wasting assets shall be
credited, charged, or apportioned between principal and income. The Trustee may set aside from
trust income reasonable reserves for taxes, assessments, insurance premiums, repairs,
depreciation, obsolescence, depletion, and for the equalization of payments. The Trustee may
select any and all accounting periods with regard to the trust property.

C. Payment of Expenses. The Trustee shall pay from income or principal all of the
reasonable expenses attributable to the administration of the [__________] Trust. The Trustee
shall reasonably compensate those persons employed by the Trustee, including agents, auditors,
accountants, and attorneys.

D. Participation in Business. With respect to any interest in any business held by the
[__________] Trust, the Trustee may act as follows: comply with the provisions of any
agreement restricting transfer of any business interest; to participate in the conduct of the related
business or rely upon others to do so; take or delegate to others discretionary power to take any
action with respect to its management and affairs which an individual could take as outright
owner of the business or business interest, including the voting of stock (by separate trust or
otherwise, regardless of whether that separate trust will extend for a term within or beyond the
date of final distribution of the trust) and the determination of all questions of policy; execute
and amend entity agreements; participate in any incorporation, reorganization, merger,
consolidation, sale of assets, recapitalization, liquidation, or dissolution of the business, or any
change in its nature, or enter into any buy-sell, stock restriction, or stock redemption agreements;
invest in additional stock or securities of, or make secured, unsecured, or subordinated loans to,
the business, with trust funds; elect or employ with compensation, as directors, officers,
employees, or agents of the business, any persons, without adversely affecting the compensation
to which that Trustee would otherwise be entitled; and rely upon reports of accountants as to the
operations and financial condition of the business, without independent investigation. If the
business is thus continued, the Trustee shall incur no liability for any loss arising therefrom to
the [__________] Trust.

E. New Enterprises. Notwithstanding any rule of law with respect to the suitability
of investments by a fiduciary or requirements of diversification of investments, the Trustee is
expressly authorized (but not directed) to form, or participate with others in the formation of, a
new enterprise in any jurisdiction for the purpose of continuing the business or investments of
any enterprise, or for the purpose of engaging in any other lawful business. Such Trustee may
invest and reinvest trust funds in any such new enterprise and may hold interests in and
indebtedness of any such new enterprise for an indefinite period.

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The [________________________] Trust Agreement
 F. Rights of Dealing With Enterprise. The Trustee is expressly authorized (but not
directed) to (i) transfer, sell, or lease property to; (ii) purchase or lease property from; (iii) make
further investments in; (iv) advance or lend money to, any enterprise; or (v) to enter into voting
trust, buy-sell, stock restriction, stock redemption, or other similar agreements with respect to
any enterprise or the interests therein or indebtedness thereof; and in general to have and exercise
all of the power, authority, and discretion with respect to any enterprise and the interests in and
indebtedness of such enterprise as such Trustee would have if that Trustee was the individual
owner of the interest or indebtedness held by the [__________] Trust.

G. Standard of Prudence Governing Investment Decisions and Statement of Intent

Regarding Acquisition and Retention of Interest in LLC. The Grantor expressly states that it is
the Grantor’s intent for the [__________] Trust to acquire and/or retain an interest in the LLC, as
defined in paragraph C. of the Introductory paragraphs, and such intent is a material purpose of
each trust created hereunder. In light thereof, the following provisions shall apply to the
[________] Trust, notwithstanding any provision of this Agreement to the contrary.

1. The Trustee shall be governed by the Tennessee Uniform Prudent Investor

Act of 2002 (the “UPIA”) and T.C.A. §35-15-804, in exercising the Trustee’s discretion
to retain, dispose of, and acquire assets; however, as permitted by T.C.A. §35-14-103 and
T.C.A. §35-15-105, respectively, the otherwise applicable provisions of the LLC and
T.C.A. §35-15-804 are hereby modified as follows:

(i) Notwithstanding any rule of law with respect to the suitability of

investments by a fiduciary or requirements of diversification of investments or
prudent administration (including, but not limited to, the UPIA and T.C.A. §35-
15-804), the Trustee is specifically authorized (but not directed) to retain any and
all assets without liability for depreciation in value of the trust estate even though
such assets might be of a kind not ordinarily deemed suitable for trust investment
and even though such retention may result in all or substantially all of the trust
estate being invested in assets of the same character or securities in a single entity.
Moreover, the Trustee is specifically authorized (but not directed) to retain and/or
acquire any interest in the LLC. The Trustee shall be held harmless from and
against any claim or liability that may be asserted against the Trustee by reason of
its retention and/or acquisition of any assets, specifically including, but not
limited to, an interest in the LLC.

(ii) Notwithstanding the provisions of the UPIA and/or T.C.A. §35-15-

804 to the contrary, the Trustee shall be exempt from any duty of diversification.
The Trustee may pursue investment strategies that involve a concentrated holding
of an asset even if the entire portfolio consists of one asset or one type of asset or
assets within one particular industry group or other category. The Trustee is
further authorized to invest in and/or retain an interest in the LLC,
notwithstanding that such a strategy may result in the assumption of asset-specific
risk.

(iii) Notwithstanding anything contrary in the UPIA and/or T.C.A. §35-

15-804, no type of property or investment shall be considered inherently prudent

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The [________________________] Trust Agreement
 or imprudent, specifically including, but not limited to, an interest in the LLC.
The Trustee may acquire and retain any and all types of property and investment,
whether real or personal, tangible or intangible.

H. Self-Dealing. Any Trustee who is interested, in his or her individual capacity, in

any firm, corporation or company in which the [________] Trust may have an interest, may deal
freely with said firm, corporation or company in his or her individual capacity, and the Trustee
may borrow from or lend to any firm, corporation or company in which any Trustee is interested
in his or her individual capacity, may purchase from and/or sell assets to any firm, corporation or
company in which any Trustee is interested in his or her individual capacity, and may purchase
and/or sell interests in any such firm, corporation or company, notwithstanding that there may be
a conflict with his or her fiduciary capacity hereunder, upon the condition, however, that any
such transactions shall not be for less than full and adequate consideration. If one or more of the
Trustees has no such personal interest (the “Non-Conflicted Trustee(s)”), then as to all matters
involving such conflict of interest, only the Non-Conflicted Trustee(s) shall be qualified to
participate on behalf of said trust hereunder.

Article V.
Definitions and General Provisions
A. Definitions.

1. Code and T.C.A.. Unless the context indicates otherwise, references to the
“Code” shall mean the Internal Revenue Code of 1986, as amended (and any references
to a section thereof shall include any successor, substituted, or amended section of the
Internal Revenue Code), and shall also include the Treasury Regulations promulgated
thereunder; provided, however, it shall not include any Treasury Regulation, or any
portion thereof, that has been held invalid by a court having jurisdiction over federal tax
matters. Unless otherwise indicated, any references to T.C.A. shall mean the Tennessee
Code Annotated, as amended (and any references to a section thereof shall include any
successor, substituted, or amended section of the Tennessee Code Annotated).

2. Disability of Individual Fiduciary. Except as otherwise provided in this

Agreement, any individual fiduciary shall be considered disabled or incapacitated when
at least two of his or her attending physicians certify in writing to any other fiduciary then
serving under this Agreement (or, if none, then to the named successor trustee and, if
none, to ___________________) that his or her physical and/or mental state is so
deteriorated that he or she is no longer able to attend to his or her own affairs without
assistance. After a person is deemed to be disabled, he or she will continue to be so
deemed until the Trustee then serving as successor to the disabled fiduciary receives a
medical opinion letter written by at least one of his or her attending physicians stating
that such person’s physical and/or mental state is such that he or she is once again able
and capable of attending to his or her own affairs without assistance.

By executing this Agreement or accepting appointment as a fiduciary hereunder,

each individual fiduciary hereby authorizes each physician who examines such person to
determine his or her incapacity and to disclose such physician’s diagnosis or opinion by a

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 writing to any third party including, but not limited to, the Grantor, a named successor
Trustee. For purposes of the Health Insurance Portability and Accountability Act of 1996
(“HIPAA”), pursuant to 45 CFR §164.508, and solely for the purposes of making a
determination of the individual fiduciary’s disability and obtaining a written diagnosis or
opinion of such disability by a physician, each individual fiduciary hereby authorizes any
health care provider to disclose to the Grantor, a named successor Trustee, and/or a
physician making the diagnosis any pertinent individually identifiable health information,
including any protected health information which may be requested by a physician to
determine whether such individual fiduciary by reason of illness or mental or physical
disability is unable to give prompt and intelligent consideration to financial matters. The
disclosure may be by mail, fax, electronic transmission, or verbally. This consent shall
be valid during any interval an individual is serving in any capacity as a fiduciary under
this Agreement.

3. GST Provisions. The terms “generation-skipping transfer tax,” “GST

exemption,” and “inclusion ratio” are to be construed as defined in Chapter 13 of the
Code.

4. Independent Trustee. “Independent Trustee” means a Trustee who is

neither (1) a person who is or in the future may be eligible to receive income or principal
pursuant to the terms of the [__________] Trust, even if the person’s only interest is a
remote contingent remainder interest; nor (2) related or subordinate to a beneficiary or
the Grantor within the meaning of Code Section 672(c).

6. Person. “Person” shall mean any individual, corporation, business trust,

estate, trust, partnership, limited liability company, association, joint venture,
government, governmental subdivision, agency, or instrumentality, public corporation, or
any other legal or commercial entity.

6. Related Trustee. “Related Trustee” means a Trustee who is either (1) a

person who is or in the future may be eligible to receive income or principal pursuant to
the terms of the [__________] Trust, even if the person’s only interest is a remote
contingent remainder interest, or (2) related or subordinate to a beneficiary or the Grantor
within the meaning of Code Section 672(c).

B. Spendthrift Clause. Except as otherwise provided herein, neither the principal of

the [__________] Trust nor the income therefrom while in the hands of the Trustee shall be
subject to assignment, alienation, pledge, attachment, execution, or claims of creditors of any
person whomsoever through legal process, bankruptcy, operation of law, or otherwise. Any
attempted sale, assignment, alienation, pledge, or attachment of the principal or income held in
the [__________] Trust shall be null and void and shall not be recognized under any
circumstances by the Trustee. In the event of any attempted sale, assignment, alienation, pledge,
attachment, execution, or claim resulting from an act of a person, voluntarily, involuntarily, by
operation of law, by bankruptcy, or otherwise with respect to the principal or income of the
[__________] Trust, the Trustee is authorized to withhold from making distributions thereto
until such attempted anticipation, voluntary or involuntary transfer, or lien is completely
removed. The provisions of this paragraph are material to the purpose for which the

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[__________] Trust has been created.

C. Rule Against Perpetuities. The [________] Trust shall terminate in accordance

with provisions of T.C.A. §35-15-409, as the same may be amended.

D. Disclaimer and Renunciation. The following provisions notify persons of their

right to disclaim any benefit, right, or power with respect to the [__________] Trust.

1. Disclaimer. If any person is entitled to a benefit (including a power) under

this Agreement, such person or a representative thereof may disclaim all or any part of
that benefit. In addition to any other method of disclaimer or release recognized by law,
the person or his or her representative may disclaim or release any interest under this
Agreement by delivering to the Trustee a notarized instrument to that effect. Disclaimed
or released benefits shall pass in the same manner as if such person had predeceased the
vesting of such benefit.

2. Renunciation. If any person has any right or power with respect to the
[__________] Trust, exercisable in either a fiduciary or non-fiduciary capacity and either
alone or in conjunction with any other person, including but not limited to the right to
appoint and remove a Trustee, or a right of reversion, said person may renounce all or
any part of the right or power, even though the renunciation may fail to qualify as a valid
disclaimer under applicable state law. Any person may designate the renunciation as
irrevocable, may designate a specific time period in which the renunciation shall be
effective, or may designate an event upon the occurrence of which the renunciation shall
become null and void. Any renunciation shall become effective by delivering to the
Trustee a notarized instrument to that effect. Upon receipt by the Trustee, the
renunciation shall be valid and binding even though it may fail to qualify as a valid
disclaimer or release under applicable state law. The right or power renounced shall be
exercisable by the person(s), if any, who could have exercised the power had the
renouncing person died. At such time as a renunciation is no longer in effect, the right or
power previously renounced shall be exercisable by the person(s), if any, who could have
exercised the power had the renunciation never been made.

E. Additions to Trusts. The Trustee is permitted to accept additions to the principal

of [__________] Trust.

F. Fiduciary Liability. T.C.A. §35-3-117(b) shall not apply to any corporate

fiduciary serving as trustee hereunder.

G. Situs (Legal Location) of Trusts. The situs of the [______] Trust may be changed
by [_________] [through agreement and representation, if any, as required thereunder to remove
a trustee]. Upon any such change in situs, [_______] shall notify the Trustee in writing of such
change of trust situs and, if necessary, a successor Trustee in the new situs shall be appointed in
accordance with [_______]. This notice shall constitute removal of the current Trustee if
appropriate, and any successor Trustee shall assume its duties as provided under this Agreement.
A change in situs under this paragraph shall be final and binding and shall not be subject to
judicial review. If the addition of a Trustee in the new situs requires the removal of one but not

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all current Trustees, the Trustee to be removed shall be determined by the person(s) (in the same
manner of agreement and representation) who may change the situs of any trust under this
paragraph.

H. Tennessee Administration. Notwithstanding any other provision of this

Agreement, because the [_____________] Trust is intended to be a Tennessee trust with its situs
and administration located in the State of Tennessee, until such time, if ever, such situs is
changed pursuant to paragraph G., above, the Trustee shall have, the following exclusive duties,
which shall all be carried out in the State of Tennessee:

1. To maintain bank accounts, brokerage accounts and other custody

accounts which receive trust income and contributions and from which trust expenditures
and distributions are disbursed;

2. To maintain storage of tangible personal property and evidence of

intangible trust property;

3. To maintain trust records on an exclusive or non-exclusive basis;

4. To maintain an office for Trustee meetings and other trust business;

5. To originate, facilitate and review trust accountings, reports and other

communications with any Co-Trustee, beneficiaries and/or unrelated third parties;

6. To respond to inquiries concerning the [_________] Trust from any Co-

Trustee, beneficiaries and unrelated third parties;

7. To allocate or charge between income and principal and to segregate,

allocate or charge based upon tax or exempt status of beneficiaries;

8. To execute documents and authorize trust account transactions;

9. To retain accountants, attorneys, investment counsel, agents and other

advisers in connection with its duties hereunder; and

10. To prepare or arrange for the preparation of fiduciary income tax returns.

I. General Matters. The following general matters of construction shall apply to the
provisions of this Agreement:

1. State Law. The validity of this Agreement shall be determined by

reference to the laws of the State of Tennessee. Questions with regard to the construction,
interpretation and administration of the [__________] Trust shall be determined by
reference to the laws of the state in which the [__________] Trust situs is then currently
located, which shall be the State of Tennessee unless there is a change in situs of the
[______________] Trust pursuant to the provisions of paragraph G., above.

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 2. Construction. Unless the context requires otherwise, words denoting the
singular may be construed as denoting the plural, and words of the plural may be
construed as denoting the singular. Words of one gender may be construed as denoting
another gender as is appropriate within such context.

3. Headings of Articles, Paragraphs, and Subparagraphs. The headings of

Articles, paragraphs, and subparagraphs used within this Agreement are included solely
for the convenience and reference of the reader. They shall have no significance in the
interpretation or construction of this Agreement.

4. Notices. All written notices required to be given in this Agreement shall

be delivered by either personally delivering such notice to the party requiring it, and
securing a written receipt, or mailing such notice by registered or certified United States
mail, return receipt requested, or via nationally recognized overnight carrier, to the last
known address of the party requiring notice. The effective date of the written notice shall
be the date of the written receipt or the date of the return receipt, if received, or if not, the
date it would normally have been received via registered or certified mail, provided there
is evidence of mailing; with respect to a nationally recognized overnight carrier, the
effective date shall be the date notice was delivered.

5. Severability. If any provision of this Agreement is declared by a court of

competent jurisdiction to be invalid for any reason, such invalidity shall not affect the
remaining provisions of this Agreement. The remaining provisions shall be fully
severable, and this Agreement shall be construed and enforced as if the invalid provision
had never been included in this Agreement.

6. Counterparts. This Agreement may be executed in two or more

counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.

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4849-4600-4177.1 11
The [________________________] Trust Agreement
 Article VI.
Execution
The Grantor certifies that the Grantor has read the foregoing Agreement, and that it
correctly states the terms and conditions under which the trust property is to be held, managed,
and disposed of by the Trustee. The Grantor approves this Agreement in all particulars, and
requests the Trustee to execute it.

IN WITNESS WHEREOF, the Grantor hereby executes this Agreement on the day and
year first written above.

_________________________

STATE OF _____________ )
COUNTY OF ___________ )

Personally appeared before me, the undersigned, a Notary Public in and for said County
and State, the within named _____________________, as Grantor, with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence), and who upon oath
acknowledged that he/she executed the within instrument for the purposes therein contained.

Witness my hand and seal on this the ___ day of ___________________, 2020.

NOTARY PUBLIC
My Commission Expires:

4849-4600-4177.1 12
The [________________________] Trust Agreement
 TRUSTEE’S ACCEPTANCE

_____________, as Trustee, hereby signs this trust agreement to evidence his/her

acceptance of the terms, conditions, and provisions thereof, on this the ___ day of
____________________, 2020.

____________________

4849-4600-4177.1 13
The [________________________] Trust Agreement