Choice Forestry PDS 2012 - WA Blue Gum Project

(h)(iii)(iv)(v)any incentive fee which becomespayable to the Responsible Entity;any other amounts due (e.g. creditcard fees);all payments authorised by a meetingof Growers to meet unforeseenexpenses in relation to fertiliser and/orinsect issues.Register of GrowersThe Responsible Entity will maintain aregister of Growers containing the namesand addresses of the Growers, a descriptionof the Plantation Allotments leased by eachGrower, the date when each Grower wasentered in the Register, the date on whichthe person ceased to be a Grower and ifapplicable, that they are Joint VentureGrowers.(l)(m)Plan, that person is entitled to beindemnified from the Project Propertyto the extent permitted by law.No Right to WithdrawOnce a Grower’s interest has beenregistered, the Grower has no right towithdraw from the Project or to require theResponsible Entity to purchase its Interest.Additional Powers of the ResponsibleEntity(i)The Responsible Entity must not paymoney from the Project Propertyunless authorised by the Constitutionor the Corporations Act or where thepayment is in respect of:(A)ordinary bank charges andstatutory fees;(i)Assignment of InterestSubject to the Constitution and the terms ofthe Project Agreements, each Grower mayassign its rights and privileges under theConstitution, the Project ManagementContract, the Sub-lease and the WoodPurchase Agreement. Each assignmentmust be in writing and in a form acceptableto the Responsible Entity and executed bythe assigning Grower and by the Assigneeand delivered to the Responsible Entity.(B)(C)any payments which arerequired to be made in relationto investments made frommoney held in the ProceedsFund or Application Fund fromtime to time (including stampduty and transactional costs);orpayments authorised by anordinary resolution of ameeting of Growers.(j)(k)Power to BorrowThe Responsible Entity may borrow for thepurposes of the Project and may pledge theProject Property as security for theborrowings.Indemnity(i)The Responsible Entity has a right offull indemnity out of the ProjectProperty in respect of:(A)(B)any liability incurred by theResponsible Entity inperformance of its duties underthe Project; andall fees payable and costsrecoverable by theResponsible Entity under theConstitution.This indemnity continues after theResponsible Entity ceases to be theresponsible entity for the Project,unless it is a result of negligence,fraud, breach of duty or breach oftrust by the Responsible Entity.(n)(o)(ii)In addition to the powers under theConstitution and the Corporations Act,the Responsible Entity may doanything necessary for the proper andefficient Establishment, managementand development of the Project.Other Activities of the Responsible EntitySubject to the Corporations Act, theResponsible Entity may:(i)(ii)(iii)establish, manage or promote anyother project or managed investmentscheme as a responsible entity;deal with itself in its capacity asmanager, trustee or responsible entityof any other trust or scheme or in anyother capacity; orbe interested in any contract ortransaction with itself or any Grower inits capacity as manager, trustee orresponsible entity from any other trustor managed investment scheme or inany other capacity.Change of Responsible Entity(ii)If any member of the ComplianceCommittee incurs a liability in thatcapacity, in good faith, and inaccordance with the ComplianceThe Responsible Entity may only bechanged in accordance with Part 5C.2 ofDivision 2 of the Corporations Act.