CASH FLOW FACILITY PROGRAM GUIDELINES

INVESTING IN SCREEN BUSINESS, IDEAS AND PRODUCTIONS IN VICTORIA CASH FLOW FACILITY PROGRAM GUIDELINES We ve divided our guidelines into easy to read sections: All about this program Section 1: 1.1 Program overview 1.2 How to apply 1.3 General eligibility criteria 1.4 Our glossary Producer Offset Section 2: 2.1 What funding is available 2.2 Who is eligible 2.3 When to apply 2.4 Assessment criteria 2.5 Specific exclusions Distribution Guarantees and Licence Fees Section 3: 3.1 What funding is available 3.2 Who is eligible 3.3 When to apply 3.4 Assessment criteria 3.5 Specific exclusions If you re successful Section 4: 4.1 How we ll notify you 4.2 Your legal obligations 4.3 What you ll need to deliver 4.4 Related documents you need to know about In these guidelines you will find details about the Cash Flow Facility program including: The types of funding available within the program The application process General eligibility criteria, including: o what we won t support or accept o how other obligations you have with us might affect your application Specific details on each type of funding in this program, which covers funding amounts, specific eligibility criteria, a guide to submitting your application and who to contact if you have questions What happens if you re successful Version 1.0 updated 6 Feb. 14 Updates from previous guidelines: Nil ABN 30 214 952 770 www.film.vic.gov.au Page 1 of 16

SECTION 1: ALL ABOUT THIS PROGRAM 1.1 Program overview Film Victoria provides strategic leadership and assistance to the film, television and digital media industry in Victoria to encourage innovation and the creation of new projects of high quality that are of cultural and economic benefit to Victoria. Through the Cash Flow Facility, Film Victoria provides secured loans to finance productions. There are two types of loans in this program: Producer Offset loans are available to screen producers to finance the Producer Offset for eligible Australian projects. Distribution Guarantee / Licence Fee loans are available to screen producers to finance distribution guarantees or licence fees from distributors, broadcasters, sales agents and game publishers. The maximum total amount that a production company (including related entities) may borrow for one or more projects under the Cash Flow Facility is capped at $3 million at any one time. Both types of loans are available for television programs, feature films, documentaries and short-form animation (both drama and documentary) projects (comprising one episode or a collection of episodes of at least one commercial quarter hour in total duration). Distribution guarantee / licence fee loans are available for digital game projects. This program is a loan facility. You will be legally obliged to repay the loan and interest, fees and any costs according to the loan agreement. Film Victoria s Audit and Risk Committee is responsible for assessing applications to the Cash Flow Facility and making funding recommendations to the Film Victoria Board. 1.2 How to apply Before you apply Read these guidelines thoroughly Check your eligibility and what you ll need to deliver if you re successful You ll notice that we ve highlighted certain terms throughout this document. These are URL links to explanations of terms, reference lists or other related documents that will help you understand the guidelines Download and review the relevant application form In order to ensure a smooth application process, please ensure you have discussed your intention to apply with our Legal Manager, Alison Bird, on 03 9660 3200 or alison.bird@film.vic.gov.au at least five days before you submit your completed application The Program Manager is Alison Bird, Legal Manager (alison.bird@film.vic.gov.au) ABN 30 214 952 770 www.film.vic.gov.au Page 2 of 16

1.3 General eligibility criteria To apply to the Cash Flow Facility you must satisfy the following general eligibility criteria: Be a company that: o Is incorporated or registered in Australia o Has an ABN o Is operating through a permanent place of business in Australia o Has at least one company director that is an Australian citizen or permanent resident Own or control all copyright in the project, or demonstrate shared ownership or control of all copyright in the project under an official co-production arrangement Demonstrate cultural and economic benefits for Victoria and the Victorian screen industry arising from the project. Exclusions To ensure fairness when assessing applications, there are exclusions which apply across all of Film Victoria s funding programs when applying for funding: We won t accept late or incomplete applications We won t accept applications from Federal or State departments or entities We won t support capital works or acquisitions We do not support the purchase of capital equipment Students are generally ineligible to apply. If an application is unsuccessful, it can t be re-submitted unless it s been substantially changed, developed or reworked and the resubmission has been discussed with the Program Manager Funding can t be sought retrospectively. Outstanding obligations If you re successful, we can only pay an approved loan if you and all related entities have complied with all outstanding obligations to us (including repayment, reporting and delivery obligations under any other contracts with us). Assessment process and timeline Once we ve received your application we ll: Check that your application meets the eligibility criteria and contains all of the requested application materials Acknowledge we ve received your application with an email. This will happen within five working days of our receipt of your application Contact you if we require clarification of information submitted and/or supplementary information not asked for in the application form, for the purposes of assessment Review your application Assess your application through Film Victoria s Audit and Risk Committee who will make recommendations to the Film Victoria Board for decision Preference is given to Victorian based companies and projects. Advise you of the outcome following the Film Victoria Audit and Risk Committee meeting and Film Victoria Board meeting, within approximately ten weeks of receiving your application, depending on the timing of the next Film Victoria Audit and Risk Committee and Board meetings. ABN 30 214 952 770 www.film.vic.gov.au Page 3 of 16

You may seek Cash Flow Facility loans for both the Producer Offset and a Distribution Guarantee / Licence Fee towards the same project up to the maximum total of $3 million, provided that the applicant production company (including related entities) does not have other Cash Flow Facility loans that would take the total loan amount over the facility limit. Applications for both types of loans for one project should be submitted to Film Victoria as one application. Information about the Film Victoria Audit and Risk Committee and Film Victoria Board is available on our website. Contract timeline If you re successful we ll require you to enter into a loan agreement and related security documents with us. In the loan agreement we'll specify the terms of the loan including what you'll need to provide to us to access payments In the security documents we ll specify the type of security we require to secure the loan We ll endeavour to issue the loan agreement and security documents to you within approximately 20 business days from the date of Film Victoria s letter of offer for the loan. The first payment will be made in accordance with an agreed drawdown schedule following receipt of the fully executed loan agreement and security documents AND once all pre-conditions for payment have been satisfied The pre-conditions may include (but are not limited to) the payment of legal and administration fees to us for the loan, provision of your bank account details, and your satisfaction of any outstanding obligations to us Successful applicants should consult the loan agreement and security documents for specific conditions and we recommend you seek your own legal advice before signing them. 1.4 Our Glossary Applicant / You When we refer to The Applicant or to You, we mean the applicant for funding. The Applicant is the legal entity we contract with i.e. an incorporated company (not a business name) or the individual who submits the application on behalf of the legal entity we contract with If the application is made by another person on behalf of a company, the company must have ownership or control of the project for which funding is being sought. ATO Australian Taxation Office. Capital Works Capital Works are production and office equipment, other than approved props. For example: the building or purchase of offices, studios, facilities, cameras and other production or administration equipment. Completion Guarantor A completion guarantor company approved by Film Victoria for the purposes of the Cash Flow Facility program. See the website for a list of approved Completion Guarantors. Distribution Guarantee A fixed amount guaranteed by a distributor to a producer for the grant of distribution rights to the distributor for a given project. Commonly, the distributor will pay the distribution guarantee in tranches to the producer according to milestones, such as delivery of the project. Income Tax Assessment Act 1997 (Cth) The legislation which provides for the Producer Offset. Also referred to as ITAA. ABN 30 214 952 770 www.film.vic.gov.au Page 4 of 16

Licence Fee A fixed amount paid by a licensor to a producer for the grant of rights to release a project, for example by free to air broadcast or theatrical release. Commonly, the licensor will pay the licence fee in tranches to the producer according to agreed milestones. Producer Offset The Producer Offset is a refundable tax offset (rebate) pursuant to the provisions of the Income Tax Assessment Act 1997 (Cth) for producers of eligible Australian feature films, television and other eligible projects, administered by Screen Australia. Provisional Certificate A non-binding certificate which is issued by Screen Australia to provide guidance, based on the information submitted, on whether a production is likely to qualify for the Producer Offset. The certificate is issued with an accompanying letter which provides a guide as to what the QAPE will be, based on the information submitted. QAPE Qualifying Australian Production Expenditure. QAPE Assessor An independent, third party production accountant (not employed on the production) approved by Film Victoria for the purposes of the Cash Flow Facility program. See the website for a list of approved QAPE Assessors. QAPE Opinion A written opinion from a QAPE Assessor confirming the estimated QAPE for the project. The opinion must be addressed to Film Victoria and in a form approved by Film Victoria. RHC Rights holding company. Security Interest Means a security interest in personal property as defined in the Personal Property Securities Act 2009 (Cth). SPV Special purpose vehicle. Our full glossary is available on our website. ABN 30 214 952 770 www.film.vic.gov.au Page 5 of 16

SECTION 2: PRODUCER OFFSET Cash flow loans are available to producers to finance the Producer Offset for eligible projects. The maximum total amount that a production company (including related entities) may borrow for one or more projects under the Cash Flow Facility is capped at $3 million at any one time. Formats which are eligible for the Producer Offset are feature films, single episode programs (of at least one commercial half hour in length), a series or season (at least two episodes) and short-form animation (both drama and documentary, comprising one episode or a collection of episodes of at least one commercial quarter hour in length). Detailed information explaining the Producer Offset can be found on Screen Australia s website. Before applying to Film Victoria for a loan to finance the Producer Offset, we recommend that all applicants seek professional financial and legal advice. 2.1 What funding is available? Up to $3 million for any project or production company (including related entities) at any one time Film Victoria may finance an amount up to 90% of the total estimated Producer Offset for an eligible project. The commensurate QAPE spend must be guaranteed by a Completion Guarantor There are four rounds per year with deadlines available online. 2.2 Who is eligible? To be eligible to apply to the Cash Flow Facility for a loan to finance the Producer Offset, the applicant must: Be a company that is incorporated or registered in Australia which: o Has been established for the sole purpose of producing the project (an SPV) o Has no trading or tax history o Is not part of any tax consolidated group o Is eligible for the Producer Offset. We will accept an application from the parent production company or RHC if, at the time of lodging an application, the SPV has not been incorporated. The SPV will become the applicant upon incorporation Demonstrate control of all copyright in the project through the RHC (i.e. not the SPV), or demonstrate that the RHC has shared ownership or control of all copyright in the project under an official co-production arrangement Demonstrate evidence that the project is being produced for release to the public in Australia, sufficient to qualify for the Producer Offset Have a Provisional Certificate and accompanying letter from Screen Australia for the project Satisfy the general eligibility criteria in Section 1.3 above Address the assessment criteria in Section 2.4 below. ABN 30 214 952 770 www.film.vic.gov.au Page 6 of 16

2.3 When to apply We will accept applications to the Cash Flow Facility for loans to finance the Producer Offset when you can provide the following: Letters of offer from the parties contributing to the finance plan, to demonstrate that the production budget for the project is secured (with the exception of the finance for the Producer Offset). Film Victoria may accept applications if you have applied for production investment from Screen Australia but the application is yet to be decided on. You should provide details of the date of the Screen Australia meeting at which your application will be decided in this instance. Applicants are strongly encouraged to discuss their applications with Film Victoria s Finance Officer before applying. 2.4 Assessment criteria The Film Victoria Audit and Risk Committee will make a credit assessment of the application, taking into account factors including: The risks associated with the project. The experience of the production team for the project. An assessment of the economic and/or cultural benefits to Victoria arising from the project To enable the Film Victoria Audit and Risk Committee to thoroughly assess your application, you will need to include all of the following documents and information in your Cash Flow Facility application: Assessment materials: A completed Cash Flow Facility Producer Offset Application Form Provisional Certificate and accompanying letter from Screen Australia for the project A detailed QAPE spreadsheet indicating the estimated QAPE and Producer Offset available to the project (in the form required by Screen Australia and GST exclusive) A QAPE Opinion by an approved QAPE Assessor. An executed, legally binding deal memo or distribution agreement demonstrating, in a form acceptable to Film Victoria, that the project has secured exhibition, broadcast or distribution in Australia sufficient to qualify for the Producer Offset Company details and history of the exhibitor, broadcaster or distributor, as set out in the Film Victoria template Company details and history of the RHC, as set out in the Film Victoria template Complete chain of title documents for the project Production Investment Agreement (or legally binding letters of offer for the total production budget) for the project Production Investment Agreement (or legally binding letters of offer for the total production budget) for the project A copy of the script, production schedule and synopsis for the project A copy of the finance plan which includes: o up to 90% of the estimated Producer Offset in the budget o Not more than 75% of Federal funding (including the estimated Producer Offset and Screen Australia production investment or grants) ABN 30 214 952 770 www.film.vic.gov.au Page 7 of 16

A copy of the production budget (GST exclusive) which includes: o Provision for Film Victoria s interest and fees until the receipt of the Producer Offset, following lodgement and assessment of the tax return for the SPV o Provision for liquidator s fees, if the RHC intends to wind up the SPV prior to the end of the financial year (subject to Film Victoria approval) o The estimated Victorian production spend o Notes on any extraordinary items A letter of intent from a Completion Guarantor demonstrating their intent to bond the project and guarantee a minimum QAPE spend commensurate to the amount of the estimated Producer Offset in the finance plan A written statement setting out the full production timeline from pre-production to receipt of the Producer Offset from the ATO and repayment of the Producer Offset loan Proposed drawdown schedule for the project, indicating cash flow requirements from pre-production to completion, receipt of the Producer Offset from the ATO and repayment of the Producer Offset loan. The proposed drawdown schedule will indicate the proposed dates for drawdown of the Producer Offset component of the finance plan. The drawdown amounts must be commensurate to anticipated QAPE expenditure at the dates of proposed drawdown. CVs of the key personnel for the project, including producer, director, production accountant and post production supervisor Cash-flow documents with any third party lenders (if applicable) Co-production documents, where the project is an official co-production including Screen Australia Provisional Approval as an official co-production. 2.5 Specific Exclusions In addition to the specific exclusions under section 1.3, the Producer Offset Cash Flow Facility program does not support the following types of projects (as the formats are ineligible for the Producer Offset): Non narrative formats, including: o Advertising programs or commercials o Discussion, quiz, panel or variety programs o Films of public events (for example, sports telecasts) o News and current affairs programs o Training films o Reality programs o Short films or short features o Corporate or promotional media Community television, and Electronic games. ABN 30 214 952 770 www.film.vic.gov.au Page 8 of 16

SECTION 3: DISTRIBUTION GUARANTEES AND LICENCE FEES Cash flow loans are available to producers to finance distribution guarantees or licence fees from distributors, broadcasters, sales agents and game publishers. The maximum total amount that a production company (including related entities) may borrow for one or more projects under the Cash Flow Facility is capped at $3 million at any one time. Formats which are eligible for loans through the Cash Flow Facility for Distribution Guarantees and Licence Fees are: feature films, television programs (including drama, live action, factual and animation), projects produced for online delivery and electronic games. Before applying to Film Victoria for a loan to finance Distributon Guarantees or Licence Fees, we recommend that all applicants seek professional financial and legal advice. 3.1 What funding is available? Up to $3 million for any project or production company (including related entities) at any one time. For distribution guarantees or licence fees from an overseas distributor, broadcaster, sales agent or game publisher, we will only consider financing the distribution guarantee or licence fee if a minimum of 50% of the distribution guarantee or licence fee is being advanced into the production budget by the distributor, broadcaster, sales agent or game publisher. There are four rounds per year with deadlines available online. 3.2 Who is eligible? To be eligible to apply to the Cash Flow Facility for a loan financing Distribution Guarantees and Licence Fees, applicants must: Be a company that is incorporated in Australia Demonstrate control of all copyright in the project, or demonstrate shared ownership or control of all copyright in the project under an official co-production arrangement Have an executed, legally binding deal memo or distribution, broadcast or publishing agreement for the project Satisfy the general eligibility criteria in Section 1.3 above Address the assessment criteria in Section 3.4 below. ABN 30 214 952 770 www.film.vic.gov.au Page 9 of 16

3.3 When to apply Film Victoria will accept applications to the Cash Flow Facility for loans to finance Distribution Guarantees and Licence Fees when you can provide the following: Letters of offer from the parties contributing to the finance plan, to demonstrate that the production budget for the project is secured (with the exception of the finance for the Distribution Guarantee or Licence Fee). We may accept applications if you have applied for production investment from Screen Australia but the application is yet to be decided on. You should provide details of the date of the Screen Australia meeting at which your application will be decided in this instance. Applicants are strongly encouraged to discuss their applications with the Film Victoria s Finance Officer before applying. 3.4 Assessment criteria The Film Victoria Audit and Risk Committee will assess applications based on eligibility criteria and: An analysis of risk associated with the project taking into consideration the experience of the team The financial standing of the producer, distributor, broadcaster, sales agent or publisher The payment terms of the Distribution Guarantee or Licence Fee The proportion of the Distribution Guarantee or Licence Fee which is sought to be cash-flowed via a Cash Flow Facility Loan The economic, cultural or other benefits to Victoria arising from the project. To enable the Film Victoria Audit and Risk Committee to thoroughly assess your application, you will need to include all of the following documents and information in your Cash Flow Facility application: Assessment materials A completed Cash Flow Facility Distribution Guarantee/Licence Fee Application Form An executed, legally binding deal memo or distribution or licensing agreement with the distributor, broadcaster, sales agent or publisher for the project Where the distributor, broadcaster, sales agent or publisher is based overseas, payment terms or a drawdown schedule demonstrating that the distributor, broadcaster, sales agent or publisher will cash flow a minimum of 50% of the distribution guarantee or licence fee into the production budget for the project Company details and history of the distributor, broadcaster, sales agent or publisher, as set out in the Film Victoria template (including contact details of relevant personnel for seeking additional information) Audited company accounts of the distributor, broadcaster, sales agent or publisher for the last 3 financial years ASIC Certificate of Registration and ASIC Company Extract for the applicant RHC Company details and history of the RHC, as set out in the Film Victoria template Audited company accounts of the RHC for the last 3 financial years Complete chain of title documents for the project ABN 30 214 952 770 www.film.vic.gov.au Page 10 of 16

Production Investment Agreement for the project (or legally binding letters of offer for the total production budget) A copy of the script, production schedule and synopsis for the project A copy of the game design document and technical design document (for electronic games) A copy of the finance plan as well as the production budget which includes: o Provision for Film Victoria s interest and fees until repayment of the loan which is sought o Provision for adverse foreign currency exchange fluctuations (if the Distribution Guarantee or Licence Fee will be paid in a foreign currency) o The estimated Victorian production spend o Notes on any extraordinary items A letter of intent from a Completion Guarantor demonstrating their intent to bond the project and the delivery requirements of the distributor, broadcaster, sales agent or publisher for the project A written statement setting out the full production timeline from pre-production to repayment of the Cash Flow Facility loan which is sought Proposed drawdown schedule for the project, indicating cash flow requirements from pre-production to completion and repayment of the Cash Flow Facility loan. The proposed drawdown schedule will indicate the proposed dates for drawdown of the Distribution Guarantee or Licence Fee component of the finance plan which is to be cash-flowed CVs of the key personnel for the project, including producer, director, production accountant and post production supervisor Cash-flow documents with any third party lenders (if applicable) Co-production documents, where the project is an official co-production including Screen Australia Provisional Approval as an official co-production. In some cases additional information may be required and you will be advised if this is the case. 3.5 Specific Exclusions In addition to the specific exclusions under section 1.3, the Producer Offset Cash Flow Facility program does not support the following types of projects (as the formats are ineligible for the Producer Offset): Non narrative formats, including: o Advertising programs or commercials o Discussion, quiz, panel or variety programs o Films of public events (for example, sports telecasts) o News and current affairs programs o Training films o Reality programs o Short films or short features o Corporate or promotional media Community television. ABN 30 214 952 770 www.film.vic.gov.au Page 11 of 16

SECTION 4: IF YOU RE SUCCESSFUL Film Victoria may consider providing loans for non-narrative children s programs in exceptional circumstances where significant benefits to Victoria and the Victorian Screen Industry can be demonstrated. 4.1 How we ll notify you of our decision Decisions are notified to applicants initially by email within 2 to 3 working days after Film Victoria s Board meeting. Decisions are final. Film Victoria does not publish or make public its reasons for funding decisions for the Cash Flow Facility program. We ll provide a Letter of Offer outlining the conditons of approval of the Cash Flow Facility loan if you are successful. 4.2.1 Your legal obligations If you re successful we ll enter into a loan agreement and security documents with you. In these agreements, we'll specify the terms of your loan including what you'll need to satisfy to make drawdowns from the loan. You ll need to allow between 8 to 12 weeks contracting the loan agreement and security documents from the date of our decision. This timeframe is provided as a guide only and cannot be guaranteed due to the reliance on third parties. Some of the key terms of the loan agreement and security requirements for the loan are set out below. These terms apply to both Producer Offset and Distribution Guarantee/Licence Fee loans unless indicated. The full conditions for the loan and security will be in the loan agreement and security documents. 4.2.2 Key terms Administration fee You will pay an administration fee to Film Victoria of 3% per annum of the loan amount. The administration fee is calculated and paid monthly for the life of the loan. It is capped at a maximum of $45,000 per annum per loan. The administrative fee covers our administrative costs during the life of the loan. 4.2.3 Key terms Legal fee You will pay a one-off legal fee per loan which is calculated on the following basis: Loan amount $500,000 requires a legal fee of $10,000 >$500,000 - $1M requires a legal fee $15,000 $1M requires a legal fee of $20,000 The legal fee is added to the first invoice for fees and interest. The legal fee covers our up-front legal costs for contracting the loan. ABN 30 214 952 770 www.film.vic.gov.au Page 12 of 16

4.2.4 Key terms Interest You will pay interest on the loan calculated daily on the amount outstanding at a given time. Interest is payable at the end of each calendar month. The interest is calculated as follows: (a) Charged at the Reserve Bank of Australia Official cash rate plus a 5% margin; (b) Fixed on the day of execution of loan agreement for the duration of the loan; and (c) Calculated daily on the amount outstanding and payable at the end of each calendar month. We will issue an invoice for fees and interest monthly, on strict 14 day payment terms. 4.2.5 Key terms Penalty Interest You will be charged penalty interest on any overdue amounts under the loan agreement. Penalty interest will be: (a) Charged at the Reserve Bank of Australia Official cash rate plus a 9% margin (i.e. 4% above the standard interest rate for the loan); and (b) Calculated daily from the date the overdue payment was due on the total amount which is overdue and payable at the end of each calendar month. 4.2.6 Key terms Repayment terms You will be required to repay the loan in full by an agreed repayment date. The repayment date will be based on factors including the production schedule, completion date, delivery dates and the date of receiving the Producer Offset refund or the Distribution Guarantee/Licence Fee (as applicable). If there is any shortfall in repayment to us from the distribution guarantee or licence fee, you are required to pay the amount of any shortfall. 4.2.7 Key terms Insurances You will need to acquire and maintain the following insurances for the full duration of the project: (a) Completion guarantee (b) Workers compensation insurance (c) Public liability of at least $10 million (d) Film Production Insurance (FPI) (e) Negative all risks insurance (f) Multi-risk insurance (g) Errors and Omissions insurance (E&O) (h) Any other insurance that we consider necessary In the case of digital media projects (for Distribution/Licence Fee loans), an indication of proposed planned methods for data protection and retrieval will be required. ABN 30 214 952 770 www.film.vic.gov.au Page 13 of 16

4.2.8 Key terms Security There are different security requirements for Producer Offset and Distribution Guarantee/Licence Fee loans. The security requirements provide us with security for the repayment of the loan. The minimum security requirements are: Producer Offset loans A registered Security Interest over the SPV s entitlement to: payment of the Producer Offset Refund all other assets of the SPV A registered Secuirty Interest over all of the SPV and/or the RHC s entitlement to payment of gross receipts A Deed of Guarantee and Indemnity from the RHC guaranteeing the SPV s performance of all of its obligations under the loan agreement. A Power of Attorney from the SPV, allowing us to act as the SPV s attorney if there is a default under the loan agreement. Distribution Guarantee/Licence Fee loans A registered Security Interest over the RHC s entitlement to: payment of the Distribution Guarantee/Licence Fee (or specified tranche) all other assets of the RHC An irrevocable direction to the distributor, broadcaster, sales agent or publisher directing them to pay the Distribution Guarantee/Licence Fee (or specified tranche) to us on a specified date. A letter of acknowledgment from the distributor, broadcaster, sales agent or publisher acknowledging that we are providing the loan and agreeing to pay the Distribution Guarantee/Licence Fee (or specified tranche) directly to us. A Deed of Guarantee and Indemnity from a related entity or SPV guaranteeing the RHC s performance of all of its obligations under the loan agreement. An irrevocable direction to the bank, enabling us to appoint signatories to the Producer Offset Refund Account at its discretion Film Victoria to receive Gross Receipts towards repayment of the relevant loan in priority to all other parties. This must be reflected in the PIA and Disbursement and Collections Agreement (as applicable) for the project Film Victoria to receive Gross Receipts towards repayment of the relevant loan in priority to all other parties. This must be reflected in the PIA and Disbursement and Collections Agreement (as applicable) for the project We may require additional security depending on the circumstances of the project and loan. The types of additional security we may ask for includes (but is not limited to): A registered Security Interest over assets of related entities. 4.2.9 Key terms Foreign currency (Distribution/Licence Fee loans) All references in the loan agreement will be in Australian dollars. You are liable for any shortfall if the amount received from distribution guarantee or licence fee is insufficient to meet the repayment as a result of currency fluctuations. 4.2.10 Key terms Budget, QAPE and Drawdowns (Producer Offset loans) There are special requirements which apply to Producer Offset loans. They include: (a) Obtaining our approval to vary the non-qape expenditure; (b) Obtaining our approval to vary any Below The Line budget item by more than 10%; (c) Obtaining our approval to vary any Above The Line budget item; ABN 30 214 952 770 www.film.vic.gov.au Page 14 of 16

(d) Quarantining an agreed amount of contingency that is recognised as non-qape expenditure. We require you to: (a) Establish a Producer Offset Refund Account for the sole purpose of receiving the Producer Offset refund; (b) Appoint a registered Tax Agent to lodge your tax return and receive the refund cheque; (c) Provide a written direction to the Tax Agent to pay the full amount of the Producer Offset into the Producer Offset Refund Account. We will determine the frequency of drawdowns of the loan. We can provide draw downs as frequently as monthly. Before financial close of the project, we may require an updated QAPE Opinion where budgets and/or QAPE amounts vary significantly from the amounts estimated at application stage. The Producer Offset refund must be used to repay amounts outstanding on the loan. The refund cannot be used for any other purpose until our loan is repaid in full. 4.2.11 Variations and variation fees There may be circumstances where you wish to request a variation to the Loan Agreement. If Film Victoria approves the request for a variation, you will be required to pay a Variation Fee if the circumstance requires the Loan Agreement to be varied. The Variation Fee is charged as a flat fee of $1,500 plus GST per variation. 4.2.12 Key terms Winding up of SPV (Producer Offset loans) There may be circumstances where you wish to wind up the SPV for a Producer Offset project in order to lodge the SPV s tax return before the end of financial year and receive the Producer Offset early. The winding up of an SPV must be approved by us. We will consider approving the winding up of an SPV if: (a) The liquidator appointed to the SPV is approved by us; and (b) The SPV: (i) If not already assigned, assigns all rights and benefits held and novates any ongoing, outstanding and/or contingent liabilities under all transaction documents for the film (including the loan agreement) to the RHC; (ii) Completes a final audit report for the SPV borrower; (iii) Provides a solicitor s opinion, in a form and from a solicitor acceptable to us, which confirms that the SPV has no ongoing, outstanding and/or contingent liabilities to us before winding up commences; (iv) Applies for and obtains the final certificate for the Producer Offset; and (v) Includes interest and administration fees in the budget for the film until the end of financial year in which the film is completed, even if it anticipates that it will receive the Producer Offset before that date. You must budget for the liquidator s fees for winding up if this is a possibility. We will generally only approve the winding up of an SPV if the film is completed within the first half of a financial year (ie, before 31 December). However, if you can demonstrate that it is advantageous for it to wind up after this date, then we will consider approving winding up in those circumstances on a case-by-case basis. ABN 30 214 952 770 www.film.vic.gov.au Page 15 of 16

4.3 Your credit obligations You will provide us with a credit: PRODUCED WITH THE ASSISTANCE OF FILM VICTORIA followed by our logo as a single full frame credit at the end of the project (alternatively at the end of each episode) and in all publicity material issued about the project. 4.4 Your reporting obligations You must notify us of all significant changes to the project or changes which will impact on the loan and security. The types of changes we need to know about include production schedule changes, changes to key personnel, and changes to the budget. Typically we will need to approve the changes. For Producer Offset loans, you will provide us with ongoing QAPE and costs reports during the project and notify us when: (a) You receive the auditor s statement on the final audit (and provide a copy to us); (b) The Final certificate has been received from Screen Australia (and provide a copy to us); (c) The tax return in respect of the Producer Offset has been lodged; (d) The Producer Offset refund has been received and deposited into the nominated bank account by the Tax Agent. 4.5 Related documents you need to know about We have resources available on our website to assist you with your application, including templates. You can access them at http://film.vic.gov.au/funding/cash-flow ABN 30 214 952 770 www.film.vic.gov.au Page 16 of 16