<p class="ql-align-center">JUDGMENT OF TUNOI, J.A.</p><p class="ql-align-justify">The main issue in this appeal is whether the right by the appellant to appoint a Receiver had become exercisable under the terms of the Debenture dated 3rd July, 1997, which was issued pursuant to the agreement on credit facilities between the appellant and the respondent.</p><p class="ql-align-justify">The appellant, on or about 6th February, 1997, agreed to grant to the respondent a term loan of Shs.20 million and an overdraft of Shs.55 million. As security the respondent would create in favour of the appellant firstly, legal charges over L.R.Nos.209/3467; 209/3803, 37/724, 209/11894, 209/10544/16 and Kisumu Block 11/80 all valued at Shs.77 million; secondly, a Debenture for Shs.75 million over all the assets of the respondent, and; thirdly, a joint and several guarantee for a similar sum by the two directors of the respondent company.</p><p class="ql-align-justify">Both facilities attracted such rate of interest as the appellant in its sole and absolute discretion may decide from time to time but with an initial rate of 3…</p>