9. Payout Capacity Notes

Payout Capacity Notes are structured instruments linked to the economic performance of a Cerbero payout capacity facility. They create transferable exposure to capacity fees, buffer health, impairment and recovery conditions.

A note does not represent direct ownership of the operator, its treasury or its global business economics. It references a defined facility and the metrics generated by the covered portfolio. The note's value changes as the facility state changes.

Economic profile

The note holder is exposed to the facility's expected carry and buffer performance. If capacity fee generation remains strong and the buffer remains healthy, the note may trade close to or above its reference value. If the buffer is impaired, expected carry declines or recovery weakens, the note may trade at a discount.

This creates a structure familiar to credit and structured-product markets. Participants can buy stable exposure, sell deterioration, or enter during drawdowns when the market discount is wide and expected recovery is attractive.

Secondary market transferability

Payout Capacity Notes may be transferred or repriced between market participants depending on applicable market rules. Secondary market activity allows participants to realize gains or losses, reposition exposure and trade changing views on recovery and facility health.

Secondary market pricing does not modify operator obligations. It only changes the value at which participants are willing to exchange exposure to the facility.

Relationship to synthetic markets

Payout Capacity Notes belong to the real economic facility layer because they reference actual capacity fees and buffer impairment risk. Synthetic products may reference note metrics or facility state, but they remain structurally separated from the underlying operator obligations. Any synthetic leverage is a market-layer phenomenon, not an expansion of the operator facility.