Introduction to Structured Finance

APPENDIX F

RATING SUMMARY

MVL Film Finance LLC (MVL) was created to partially finance Marvel Studios' production of a slate of 10 live-action or animated films based on up to 10 of Marvel's comic book characters, including Captain America and Nick Fury. The securitization will own the film rights to the characters as well as the film library created featuring the characters.

The facility will fund a portion of aggregate costs associated with producing each film. It will function as a revolving credit facility whereby the issuer can borrow, pay down and re-borrow amounts on a revolving basis for seven years. Revenues from the exploitation of the film slate, net of participations, residuals, print and advertising expenses and distribution costs will provide a source of debt repayment. An additional source of repayment is the monetization of the intellectual property value of the character film rights and the library of completed films, as well as the sequel and spin-off rights to the completed films.

The film slate will be marketed and distributed by Paramount Pictures Corporation (Paramount), with the exception of certain foreign territories that MVL Productions LLC, an affiliate of Marvel Studios, expects to pre-sell to leading distributors in such territories and domestic free TV, which will be self-distributed by MVL Productions LLC. Paramount is a wholly-owned subsidiary of Viacom. ...