download WA Blue Gum Project Product Disclosure Statement 2013

(i)(j)(k)(l)acceptable to the Responsible Entity andexecuted by the assigning Grower and by theassignee and delivered to the ResponsibleEntity.Power to BorrowThe Responsible Entity may borrow for thepurposes of the Project and may pledge theProject Property as security for the borrowings.Indemnity(i)(ii)The Responsible Entity has a right of fullindemnity out of the Project Property inrespect of:(A)(B)any liability incurred by theResponsible Entity in performance ofits duties under the Project; andall fees payable and costsrecoverable by the ResponsibleEntity under the Constitution.This indemnity continues after theResponsible Entity ceases to be theresponsible entity for the Project, unless itis a result of negligence, fraud, breach ofduty or breach of trust by the ResponsibleEntity.If any member of the ComplianceCommittee incurs a liability in thatcapacity, in good faith, and in accordancewith the Compliance Plan, that person isentitled to be indemnified from the ProjectProperty to the extent permitted by law.No Right to WithdrawOnce a Grower's interest has been registered,the Grower has no right to withdraw from theProject or to require the Responsible Entity topurchase its Interest.Additional Powers of the Responsible Entity(m)(n)(o)(p)Other Activities of the Responsible EntitySubject to the Corporations Act, theResponsible Entity may:(i)(ii)(iii)establish, manage or promote any otherproject or managed investment schemeas a responsible entity;deal with itself in its capacity as manager,trustee or responsible entity of any othertrust or scheme or in any other capacity;orbe interested in any contract ortransaction with itself or any Grower in itscapacity as manager, trustee orresponsible entity from any other trust ormanaged investment scheme or in anyother capacity.Change of Responsible EntityThe Responsible Entity may only be changedin accordance with Part 5C.2 of Division 2 ofthe Corporations Act.Meetings of Growers(i)(ii)The provisions of Part 2G.4 of theCorporations Act apply to meetings ofGrowers.The Responsible Entity may convene ameeting of Growers for such purpose asit sees fit.Period of the Project(i)The Project will terminate 15 years fromthe date of acceptance by theResponsible Entity of the last Application.However, the Growers may by specialresolution extend the Project, providedthat the Responsible Entity agrees tosuch extension and that the rule againstperpetuities is not infringed.(i)(ii)The Responsible Entity must not paymoney from the Project Property unlessauthorised by the Constitution or theCorporations Act or where the payment isin respect of:(A)(B)(C)ordinary bank charges and statutoryfees;any payments which are required tobe made in relation to investmentsmade from money held in theProceeds Fund or Application Fundfrom time to time (including stampduty and transactional costs); orpayments authorised by an ordinaryresolution of a meeting of Growers.In addition to the powers under theConstitution and the Corporations Act, theResponsible Entity may do anythingnecessary for the proper and efficientEstablishment, management anddevelopment of the Project.(q)(r)(ii)Upon termination of the Project, all rightsand obligations under the ProjectAgreements will cease and terminate.Winding Up of the ProjectThe Responsible Entity shall wind up theProject or cause the Project to be wound up inany of the following circumstances:(i)(ii)(iii)the Project comes to the end of its term;the Growers direct the Responsible Entityto wind up the Project by extraordinaryresolution;the Responsible Entity considers that thepurpose of the Project has beenaccomplished or cannot be accomplishedand commence a process by givingnotice to ASIC and the Grower of thatopinion.Amendment of the ConstitutionThe Constitution may be modified inaccordance with the Corporations Act by theResponsible Entity. The Responsible Entityshall obtain the approval of an ordinary