Common use of Voting Procedure Clause in Contracts

Voting Procedure. (a) (Show of hands) Every resolution submitted to a meeting shall be decided in the first instance by a show of hands and, in case of equality of votes, the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he or she may be entitled as a Noteholder or as a Representative. (b) (Declaration) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded, a declaration by the chairman that a resolution has been carried by a particular majority or lost or not carried by any particular majority is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. (c) (Poll) If at any meeting a poll is demanded by the chairman, the Trustee or the Trust Manager or by one or more persons being Noteholders holding, or being Representatives holding or representing, in aggregate not less than 2% of the Notes issued by the Trust or constituting the Class (as the case may be) and then outstanding, it shall be taken in such manner and (subject to this clause) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. (d) (No adjournment) Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment. (e) (Votes) Subject to clause 17.7(a), at any meeting: (i) on a show of hands, every person present being a Noteholder holding, or being a Representative holding or representing, then outstanding Notes issued by the Trust shall have one vote; and (ii) on a poll, every person present shall have one vote for each Note issued by the Trust and then outstanding that he or she holds or in respect of which he or she is a Representative as stated in the relevant Register at the date the notices are dispatched to Noteholders for the meeting. Any person entitled to more than one vote need not use all his or her votes or cast all his or her votes to which he or she is entitled in the same way.

Voting Procedure. (a) (Show of handsSHOW OF HANDS) Every resolution question submitted to a meeting shall be decided in the first instance by a show of hands and, and in case of equality of votes, votes the chairman shall shall, both on a show of hands and on a poll poll, have a casting vote in addition to the vote or votes (if any) to which he or she may be entitled as a Noteholder Voting Mortgagee or as a Representative. (b) (DeclarationDECLARATION) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demandeddemanded by the chairman, the Chargor, the Manager, the Note Trustee or the Security Trustee or by one or more persons holding, or being a Representative or Representatives holding or representing, in aggregate not less than 15% of the then Secured Moneys, a declaration by the chairman that -------------------------------------------------------------------------------- Page 51 SECURITY TRUST DEED XXXXX XXXXX & XXXXXXX -------------------------------------------------------------------------------- a resolution has been carried by a particular majority or lost or not carried by any particular majority is shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such that resolution. (c) (PollPOLL) If at any meeting a poll is demanded by the chairman, the Trustee or the Trust Manager or by one or more persons being Noteholders holding, or being Representatives holding or representing, in aggregate not less than 2% of the Notes issued by the Trust or constituting the Class (as the case may be) and then outstandingso demanded, it shall be taken in such manner and (subject to this clauseas provided below) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. (d) (No adjournmentNO ADJOURNMENT) Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment. (e) (VotesVOTES) Subject to clause 17.7(a40.7(a), at any meeting: (i) on a show of hands, every person present being a Noteholder holding, or being a Representative holding or representingrepresenting other persons who hold, then outstanding Notes issued by the Trust Secured Moneys shall have one votevote except that the Note Trustee shall represent each US$ Noteholder who has directed the Note Trustee to vote on its behalf under the Note Trust Deed; and (ii) on a poll, every person who is present shall have one vote for each Note issued by US$100 or, in the Trust and then outstanding case of A$ Noteholders for each A$ Equivalent of US$100 (but, in each case, not part thereof) of the Secured Moneys that he or she holds or in respect of which he or she is a Representative as stated in the relevant Register at the date the notices are dispatched to Noteholders for the meetingRepresentative. Any person entitled to more than one vote need not use all his or her votes or cast all his or her of the votes to which he or she is entitled in the same way. (f) (EVIDENCE) A certificate from the Note Trustee to the Security Trustee that the Note Trustee is entitled to vote on behalf of a US$ Noteholder will be satisfactory evidence to the Security Trustee that the Note Trustee is so entitled to vote. For the purpose of determining the amount of Secured Moneys at any time, the Security Trustee may rely on the Accounts of the Chargor and any information provided by the Auditor of the Chargor. Clause 24 will apply to any determination of Secured Moneys for the definition of VOTING MORTGAGEE and this Clause 40.

Voting Procedure. (a) (Show of hands) Every resolution question submitted to a meeting shall of Partners: (i) which requires a Special Resolution under this Agreement will be decided in the first instance by a poll; and‌ (ii) which does not require a Special Resolution will be decided by an Ordinary Resolution on a show of hands unless otherwise required by this Agreement or a poll is demanded by a Partner, in which case a poll will be taken; and, in the case of an equality of votes, the chairman chairperson will not have a casting vote and the resolution will be deemed to be defeated. The chairperson will be entitled to vote in respect of any LP Units held by the chairperson or for which the chairperson may be a proxyholder. On any vote at a meeting of Partners, a declaration of the chairperson concerning the result of the vote will be conclusive. Any Limited Partner who is in default in payment of the subscription price for that Limited Partner’s Units will not be entitled to vote in respect of those LP Units. (b) On a poll each Person present at the meeting and entitled to vote will have one vote for each LP Unit in respect of which the Person is shown on the Record as a Limited Partner at the record date and for each LP Unit in respect of which the Person is the proxyholder. Each Partner present at the meeting and entitled to vote at the meeting will have one vote on a show of hands. If LP Units are held jointly by two or more Persons and only one of them is present or represented by proxy at a meeting of Unitholders, that Unitholder may, in the absence of the other or others, vote with respect those Units, but if more than one of them is present or represented by proxy, they will vote together on the whole LP Units held jointly. (c) Each General Partner shall both be entitled to one vote on any poll or on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he or she may be entitled as a Noteholder or as a Representativeat any meeting of Partners. (bd) (Declaration) At Notwithstanding any meetingother provision of this Agreement, unless a poll is (before in the event that any matter to be voted upon would affect the rights, benefits, or on the declaration entitlement of the result holders of Class B Units or Class D Units, then the approval of the show of hands) demanded, a declaration by the chairman that a resolution has been carried by a particular majority or lost or not carried by any particular majority is conclusive evidence holders of the fact without proof of the number Class B Units or proportion of the votes recorded in favour of or against such resolution. (c) (Poll) If at any meeting a poll is demanded by the chairmanClass D Units, the Trustee or the Trust Manager or by one or more persons being Noteholders holding, or being Representatives holding or representing, in aggregate not less than 2% of the Notes issued by the Trust or constituting the Class (as the case may be) and then outstanding, it shall be taken in required by Special Resolution of that class of Units approving the resolution, voting alone by class of Unit. The meeting and approval process relating to any such manner and (subject to this clause) either at once or after such an adjournment approval shall be the same as the chairman directs meeting and the result of such poll shall be deemed approval process relating to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. (d) (No adjournment) Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournmentClass A Units, mutatis mutandis. (e) (Votes) Subject to clause 17.7(a)Where applicable, at any meeting: (i) on a show of hands, every person present being a Noteholder holding, or being a Representative holding or representing, then outstanding Notes issued by the Trust Class A Units shall have one vote; and (ii) on a poll, every person present shall have one vote for each Note issued by the Trust and then outstanding that he or she holds or in respect of which he or she is a Representative as stated be voted in the relevant Register at the date the notices are dispatched to Noteholders for the meeting. Any person entitled to more than one vote need not use all his or her votes or cast all his or her votes to which he or she is entitled manner as set out in the same waySection 8.2 of this Agreement.

Voting Procedure. (a) (Show of hands) Every resolution question submitted to a meeting shall be decided in the first instance by a show of hands and, in case of equality of votes, the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he or she may be entitled as a Noteholder or as a Representative. (b) (Declaration) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded, a declaration by the chairman that a resolution has been carried by a particular majority or lost or not carried by any particular majority is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. (c) (Poll) If at any meeting a poll is demanded by the chairman, the Trustee or the Trust Manager or by one or more persons being Noteholders holding, or being Representatives holding or representing, in aggregate not less than 2% of the Notes issued by the Trust or constituting the Class (as the case may be) and then outstanding, it shall be taken in such manner and (subject to this clause) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. (d) (No adjournment) Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment. (e) (Votes) Subject to clause 17.7(a), at any meetingPartners: (i) on which requires a show of hands, every person present being Special Resolution under this Agreement will be decided by a Noteholder holding, or being a Representative holding or representing, then outstanding Notes issued by the Trust shall have one votepoll; and (ii) which does not require a Special Resolution will be decided by an Ordinary Resolution on a pollshow of hands unless otherwise required by this Agreement or a poll is demanded by a Partner, every person in which case a poll will be taken; and, in the case of an equality of votes, the chairperson will not have a casting vote and the resolution will be deemed to be defeated. The chairperson will be entitled to vote in respect of any LP Units held by the chairperson or for which the chairperson may be a proxyholder. On any vote at a meeting of Partners, a declaration of the chairperson concerning the result of the vote will be conclusive. Any Limited Partner who is in default in payment of the subscription price for that Limited Partner’s Units will not be entitled to vote in respect of those LP Units. (b) On a poll each Person present shall at the meeting will have one vote for each Note issued by the Trust and then outstanding that he or she holds or LP Unit in respect of which he the Person is shown on the Record as a Limited Partner at the record date and for each LP Unit in respect of which the Person is the proxyholder. Each Partner present at the meeting and entitled to vote at the meeting will have one vote on a show of hands. If LP Units are held jointly by two or she more Persons and only one of them is present or represented by proxy at a Representative as stated meeting of Unitholders, that Unitholder may, in the relevant Register at absence of the date the notices are dispatched other or others, vote with respect to Noteholders for the meeting. Any person entitled to those Units, but if more than one of them is present or represented by proxy, they will vote need not use all his together on the whole LP Units held jointly. (c) The General Partner, as general partner, shall be entitled to one vote on any poll or her votes or cast all his or her votes to which he or she is entitled on a show of hands at any meeting of Partners. (d) Notwithstanding any provision of this Agreement, in the same wayevent that any matter to be voted upon affects the rights, benefits or entitlements of the holders of a class of LP Units differently and adversely than the holders of any other class of LP Units, then, the holders of LP Units shall be entitled to vote separately by class.

Voting Procedure. (a) (Show of hands) Every resolution submitted to a meeting shall be decided in the first instance by a show of hands and, in case of equality of votes, the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he or she may be entitled as a Class B Noteholder or as a Representative. (b) (Declaration) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded, a declaration by the chairman that a resolution has been carried by a particular majority or lost or not carried by any particular majority is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. (c) (Poll) If at any meeting a poll is demanded by the chairman, the Trustee or the Trust Manager or by one or more persons being Class B Noteholders holding, or -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Page 71 Supplementary Terms Notice ------------------------------------------------------------------------------ being Representatives holding or representing, in aggregate not less than 2% of the Class B Notes issued by the Trust or constituting the Class (as the case may be) and then outstanding, it shall be taken in such manner and (subject to this clause) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. (d) (No adjournment) Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment. (e) (Votes) Subject to clause 17.7(a29.7(a), at any meeting: (i) on a show of hands, every person present being a Class B Noteholder holding, or being a Representative holding or representing, then outstanding Class B Notes issued by the Trust shall have one vote; and (ii) on a poll, every person present shall have one vote for each Class B Note issued by the Trust and then outstanding that he or she holds or in respect of which he or she is a Representative as stated in the relevant Register at the date the notices are dispatched to Class B Noteholders for the meeting. Any person entitled to more than one vote need not use all his or her votes or cast all his or her votes to which he or she is entitled in the same way.

Voting Procedure. (a) (Show of hands) Every 14.1 A resolution submitted put to the vote at a meeting shall be decided in the first instance by a show of hands and, in case of equality of votes, the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he or she may be entitled as a Noteholder or as a Representative. (b) (Declaration) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman, the Council or by the Trustee or any person acting on behalf of the Trustee or by any Stockholder. Unless a poll is so demanded, a declaration by the chairman that a resolution has been carried, carried unanimously or by a particular majority or lost or not carried by any particular majority is shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. The chairman must take account of votes made pursuant to clause 14.10 in compliance with clause 11(6) of Schedule 11 of the FMC Regulations (if applicable). (c) (Poll) 14.2 If at any meeting a poll is duly demanded by the chairman, the Trustee or the Trust Manager or by one or more persons being Noteholders holding, or being Representatives holding or representing, in aggregate not less than 2% of the Notes issued by the Trust or constituting the Class (as the case may be) and then outstanding, it shall be taken in such manner and (subject to this clause) either at once or after such an adjournment as the chairman directs may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was is demanded. 14.3 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded as shall be entitled to a casting vote in addition to any other votes to which the chairman may be entitled. 14.4 A poll demanded on the election of a chairman other than the nominee of the Trustee or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such time (not being more than thirty days after the date of the taking meeting) and place as the chairman may direct. The result of such poll shall be deemed to be the resolution of the pollmeeting at which the poll was demanded. No notice need be given of a poll not taken immediately. 14.5 The demand for a poll shall not prevent the continuance of the a meeting for the transaction of any business other than the question on which the poll has been demanded. The demand for . 14.6 On a poll votes may be withdrawn. (d) (No adjournment) Any given either personally or by representative. On a poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment. (e) (Votes) Subject to clause 17.7(a), at any meeting: (i) on a show of hands, every person present being a Noteholder holding, or being a Representative holding or representing, then outstanding Notes issued by the Trust shall have one vote; and (ii) on a poll, every person present shall have one vote for each Note issued by the Trust and then outstanding that he or she holds or in respect of which he or she is a Representative as stated in the relevant Register at the date the notices are dispatched to Noteholders for the meeting. Any person entitled to more than one vote need not use all his or her its votes or cast all his or her the votes to which he or she is entitled it uses in the same way. 14.7 Every Stockholder who is present at a meeting and entitled to vote (whether personally or by representative) shall, on a show of hands, be entitled to one vote only and on a poll, be entitled to one vote for every 14.8 In the case of joint Stockholders the vote of the senior who tenders a vote, whether in person or by representative, shall be accepted to the exclusion of the votes of the other joint Stockholders and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. 14.9 A vote given in accordance with the terms of an instrument of proxy or power of attorney or other form of appointment shall be valid notwithstanding the previous death, insanity or (in the case of a company) liquidation of the principal or revocation of the proxy or power of attorney or other form of appointment or of the authority under which the proxy or power of attorney was executed or the transfer of the Stock in respect of which the vote is given provided that no intimation in writing of such death, insanity, liquidation, revocation or transfer is received by the Trustee or the Council at its registered office, in the case of the Trustee, or principal office, in the case of the Council, before the commencement of the meeting or adjourned meeting at which the proxy or power of attorney or other form of appointment is used. 14.10 A Holder may: (a) exercise the right to vote at any meeting by casting a postal vote, a vote by email or a vote using any electronic means permitted by the Trustee; (b) cast a vote using the above means on all or any of the matters to be voted on at a meeting by sending a notice of the manner in which that Xxxxxx’s Stock are to be voted on to Council or any appropriately authorised person for that meeting. Such notice must reach that person before 48 hours before the start of the meeting unless Council or any appropriately authorised person (as the case may be), in its absolute discretion, elects to accept any notice notwithstanding that that notice is received or produced at a place other than that specified above or out of time. 14.11 The Council or any appropriately authorised person for that meeting (as applicable) must: (a) collect together all of those votes received by it; (b) in relation to each resolution to be voted on at that meeting, count the number of Holders (entitled to vote and) voting for and against the resolution and the number of votes cast for and against the resolution; (c) sign a certificate that it has carried out the duties set out in paragraphs 14.11(a) and (b) above and that sets out the results of the counts required by paragraph 14.11(b); and (d) ensure that the certificate required by paragraph 14.11(c) above is presented to the chairman.

Voting Procedure. (a) (Show of handsSHOW OF HANDS) Every resolution submitted to a meeting shall be decided in the first instance by a show of hands and, in case of equality of votes, the chairman chairperson shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he or she may be entitled as a an A$ Noteholder or as a Representative. (b) (DeclarationDECLARATION) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded, a declaration by the chairman chairperson that a resolution has been carried by a particular majority or lost or not carried by any particular majority is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. (c) (PollPOLL) If at any meeting a poll is demanded by the chairmanchairperson, the Trustee or the Trust Manager or by one or more persons being either of the relevant Class or Classes of A$ Noteholders holding(as the case may be) or a Representative, or being Representatives holding or representing, A$ Notes in the relevant Class, with an aggregate Invested Amount of not less than 2% of the Invested Amounts of all A$ Notes issued by the Trust or constituting the Class (as the case may be) and then outstandingoutstanding in that Class, it shall be taken in such manner and (subject to this clause) either at once or after such an adjournment as the chairman chairperson directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. (d) (No adjournmentNO ADJOURNMENT) Any poll demanded at any meeting on the election of a chairman chairperson or on any question of adjournment shall be taken at the meeting without adjournment. (e) (VotesVOTES) Subject to clause 17.7(a29.7(a), at any meeting: (i) on a show of hands, every person present being a an A$ Noteholder in respect of the relevant Class or Classes of A$ Notes holding, or being a Representative holding or representing, then outstanding $A Notes issued by of the Trust relevant Class or Classes (as the case may be) shall have one vote; and (ii) on a poll, every person present shall have one vote for each $A Note issued by of the Trust and relevant Class or Classes (as the case may be) then outstanding that he or she holds or in respect of which he or she is a Representative as stated in the relevant Register at the date the notices are dispatched to the relevant A$ Noteholders for the meeting. Any person entitled to more than one vote need not use all his or her votes or cast all his or her votes to which he or she is entitled in the same way.

Voting Procedure. (a) (Show of hands) Every resolution question submitted to a meeting shall be decided in the first instance by a show of hands and, in case of equality of votes, the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he or she may be entitled as a Noteholder or as a Representative. (b) (Declaration) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded, a declaration by the chairman that a resolution has been carried by a particular majority or lost or not carried by any particular majority is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. (c) (Poll) If at any meeting a poll is demanded by the chairman, the Trustee or the Trust Manager or by one or more persons being Noteholders holding, or being Representatives holding or representing, in aggregate not less than 2% of the Notes issued by the Trust or constituting the Class (as the case may be) and then outstanding, it shall be taken in such manner and (subject to this clause) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. (d) (No adjournment) Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment. (e) (Votes) Subject to clause 17.7(a), at any meetingPartners: (i) on which requires a show of hands, every person present being Special Resolution under this Agreement will be decided by a Noteholder holding, or being a Representative holding or representing, then outstanding Notes issued by the Trust shall have one votepoll; and (ii) which does not require a Special Resolution will be decided by an Ordinary Resolution on a pollshow of hands unless otherwise required by this Agreement or a poll is demanded by a Partner, every person in which case a poll will be taken; and, in the case of an equality of votes, the chairperson will not have a casting vote and the resolution will be deemed to be defeated. The chairperson will be entitled to vote in respect of any LP Units held by the chairperson or for which the chairperson may be a proxyholder. On any vote at a meeting of Partners, a declaration of the chairperson concerning the result of the vote will be conclusive. Any Limited Partner who is in default in payment of the subscription price for that Limited Partner's Units will not be entitled to vote in respect of those LP Units. (b) On a poll each Person present shall at the meeting and entitled to vote will have one vote for each Note issued by the Trust and then outstanding that he or she holds or LP Unit in respect of which he the Person is shown on the Record as a Limited Partner at the record date and for each LP Unit in respect of which the Person is the proxyholder. Each Partner present at the meeting and entitled to vote at the meeting will have one vote on a show of hands. If LP Units are held jointly by two or she more Persons and only one of them is present or represented by proxy at a Representative as stated meeting of Unitholders, that Unitholder may, in the relevant Register at absence of the date the notices are dispatched to Noteholders for the meeting. Any person entitled to other or others, vote with respect those Units, but if more than one of them is present or represented by proxy, they will vote need not use all his together on the whole LP Units held jointly. (c) The General Partner, as general partner, shall be entitled to one vote on any poll or her votes or cast all his or her votes to which he or she is entitled on a show of hands at any meeting of Partners. (d) Notwithstanding any other provision of this Agreement, in the event that any matter to be voted upon would affect the rights, benefits, or entitlement of the holders of Class B LP Units, then the approval of the holders of the Class B LP Units shall be required by Special Resolution of the holders of Class B LP Units. The meeting and approval process relating to any such approval shall be the same wayas the meeting and approval process relating to Class A LP Units, mutatis mutandis. (e) Where applicable, the Class A LP Units shall be voted in the manner as set out in Section 8.2 of this Agreement.

Voting Procedure. (a) (Show of hands) Every resolution question submitted to a meeting shall be decided in the first instance by a show of hands and, and in case of equality of votes, votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he or she may be entitled as a Noteholder Voting Mortgagee or as a Representative. (b) (Declaration) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demandeddemanded by the chairman, the Chargor, the Manager, the Note Trustee or the Security Trustee or by one or more persons holding, or being a Representative or Representatives holding or representing, in aggregate not less than 15% of the then Secured Moneys, a declaration by the chairman that a resolution has been carried by a particular majority or lost or not carried by any particular majority is shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such that resolution. (c) (Poll) If at any meeting a poll is demanded by the chairman, the Trustee or the Trust Manager or by one or more persons being Noteholders holding, or being Representatives holding or representing, in aggregate not less than 2% of the Notes issued by the Trust or constituting the Class (as the case may be) and then outstandingso demanded, it shall be taken in such manner and (subject to this clauseas provided below) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. (d) (No adjournment) Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment. (e) (Votes) Subject to clause 17.7(a40.7(a), at any meeting: (i) on a show of hands, every person present being a Noteholder holding, or being a Representative holding or representingrepresenting other persons who hold, then outstanding Notes issued by the Trust Secured Moneys shall have one votevote except that the Note Trustee shall represent each Class A Noteholder who has directed the Note Trustee to vote on its behalf under the Note Trust Deed; and (ii) on a poll, every person who is present shall have one vote for each Note issued by US$100 (but not part thereof) of the Secured Moneys -------------------------------------------------------------------------------- Security Trust and then outstanding Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- that he or she holds or in respect of which he or she is a Representative as stated in the relevant Register at the date the notices are dispatched to Noteholders for the meetingRepresentative. Any person entitled to more than one vote need not use all his or her votes or cast all his or her of the votes to which he or she is entitled in the same way. (f) (Evidence) A certificate from the Note Trustee to the Security Trustee that the Note Trustee is entitled to vote on behalf of a Class A Noteholder will be satisfactory evidence to the Security Trustee that the Note Trustee is so entitled to vote. For the purpose of determining the amount of Secured Moneys at any time, the Security Trustee may rely on the Accounts of the Chargor and any information provided by the Auditor of the Chargor. Clause 24 will apply to any determination of Secured Moneys for the definition of Voting Mortgagee and this Clause 40.

Voting Procedure. (a) (Show of hands) 6.1 Every resolution question submitted to a meeting shall will be decided in the first instance by a show of hands and, in case of equality of votes, the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he or she may be entitled as a Noteholder or as a Representativehands. (b) (Declaration) At any meeting, unless 6.2 Unless a poll is (before or on the declaration of the result of the show of hands) demandeddemanded by the chairman, the Issuer, the Note Trustee or by one or more Class A Offered Noteholders or Representatives of Class A Offered Noteholders whose aggregate Invested Amount calculated and expressed in the A$ Equivalent exceeds 5% of the full Invested Amount calculated and expressed in the A$ Equivalent, a declaration by the chairman that a resolution has been carried by a particular majority or lost or not carried by any particular majority is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolutionconclusive. (c) (Poll) 6.3 If at any meeting a poll is demanded by the chairman, the Trustee or the Trust Manager or by one or more persons being Noteholders holding, or being Representatives holding or representing, in aggregate not less than 2% of the Notes issued by the Trust or constituting the Class (as the case may be) and then outstandingso demanded, it shall must be taken in such manner and (subject to this clauseclause 6.5) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed is taken to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the polldemanded. The demand for a poll shall will not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. (d) (No adjournment) 6.4 Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall will be taken at the meeting without adjournment.. -------------------------------------------------------------------------------- Page 124 Note Trust Deed SMHL Global Fund [ ]-[ ] (ea) (Votes) Subject to clause 17.7(a), at any meeting: (i) on On a show of hands, hands every person present being a Class A Offered Noteholder holding, or being a Representative holding or representing, then outstanding one or more Class A Offered Notes issued by has one vote except that the Trust Note Trustee shall have one vote; andrepresent each Class A Offered Noteholder who has directed the Note Trustee to vote on its behalf. (iib) on On a poll, poll every person Class A Offered Noteholder (or its Representative) present shall have has one vote for each Note issued by A$100 (but not part thereof) of the Trust Outstanding Principal Balance of the Class A Offered Notes held and then outstanding that he or she holds or in respect of which he or she is a Representative as stated registered in the relevant Register at Class A Offered Noteholder's name calculated and expressed in the date the notices are dispatched to Noteholders for the meeting. A$ Equivalent. (c) Any person entitled to more than one vote need not not: (1) use all his or her votes or their votes; or (2) cast all his or her their votes to which he or she is entitled in the same way.

Voting Procedure. (a) (Show of hands) Every resolution question submitted to a meeting shall be decided in the first instance by a show of hands and, and in case of equality of votes, votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he or she may be entitled as a Noteholder Voting Mortgagee or as a Representative. (b) (Declaration) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demandeddemanded by the chairman, the Chargor, the Trust Manager, the Note Trustee or the Security Trustee or by one or more persons holding, or being Representative holding or representing, in aggregate not less than 2% of the then Secured Moneys, a declaration by the chairman that a resolution has been carried by a particular majority or lost or not carried by any particular majority is shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such that resolution.. -------------------------------------------------------------------------------- Page 41 -------------------------------------------------------------------------------- (c) (Poll) If at any meeting a poll is demanded by the chairman, the Trustee or the Trust Manager or by one or more persons being Noteholders holding, or being Representatives holding or representing, in aggregate not less than 2% of the Notes issued by the Trust or constituting the Class (as the case may be) and then outstandingso demanded, it shall be taken in such manner and (subject to this clauseas provided below) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. (d) (No adjournment) Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment. (e) (Votes) Subject to clause 17.7(a40.7(a), at any meeting: (i) on a show of hands, every person present being a Noteholder holding, or being a Representative holding or representingrepresenting other persons who hold, then outstanding Notes issued by the Trust Secured Moneys shall have one votevote except that the Note Trustee shall represent each Bearer Noteholder who has directed the Note Trustee to vote on its behalf under the Note Trust Deed; and (ii) on a poll, every person who is present shall have one vote for each Note issued by $10,000 (but not part thereof) of the Trust and then outstanding Secured Moneys that he or she holds or in respect of which he or she is a Representative as stated in the relevant Register at the date the notices are dispatched to Noteholders for the meetingRepresentative. Any person entitled to more than one vote need not use all his or her votes or cast all his or her of the votes to which he or she is entitled in the same way. (f) (Evidence) In order for the Note Trustee to vote on behalf of a Bearer Noteholder under paragraph (e), it must provide evidence satisfactory to the Security Trustee that it is authorised so to vote.