O. D. McKee and Estate of Anna Ruth McKee, Deceased, R. Ellsworth McKee and Jack C. McKee, Co-Executors - Page 21

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               Decedent's will was drafted by an attorney and contains many           
          terms of art.  There is nothing in the wording of decedent's                
          will, in the context in which it was written, or "in the                    
          surrounding and attending circumstances" that indicates that the            
          testator intended to limit the power of the executors to borrow             
          funds without a probate court's approval.  By incorporating the             
          provisions of Tenn. Code Ann. sec. 35-50-110 into her will,                 
          decedent granted the executors of her estate broad powers                   
          including the power to borrow without the necessity of procuring            
          judicial authorization therefor, or approval thereof.  Cleveland            
          Bank and Trust Co. v. Olsen, 682 S.W.2d 200 (Tenn. 1984).                   
          Decedent's will did not require her executors to make a section             
          6166 election.  Decedent's will does not even mention section               
          6166.  The only mention of section 6166 is in the buy-sell                  
          agreements.  The buy-sell agreements are not mentioned in                   
          decedent's will, are not incorporated by reference into                     
          decedent's will, and have little or no bearing on the                       
          testamentary intent expressed in the will.  Decedent did not                
          dictate the manner in which the obligations of her estate were to           
          be satisfied, apart from giving instructions on the order in                
          which her assets were to be employed for that purpose.  The                 
          amendment to the class B buy-sell agreement modified the                    
          Company's obligation to purchase stock from a deceased                      
          shareholder's estate.  The Company's obligation was not                     






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