Factors that could cause or contribute to actual results
differing from our forward - looking statements include risks relating to: failure of DBRS to rate the Notes at the anticipated ratings levels, which is a closing condition, or at all; changes in the financial markets, including changes in credit markets, interest rates, securitization markets generally and our proposed securitization in
particular; the willingness of investors to buy the Notes; adverse developments regarding OnDeck, its business or the online or broader marketplace lending industry generally, any of which could impact what credit ratings, if any, are
issued with respect to the Notes; the extended settlement cycle for the scheduled closing
on April 17, 2018, which may exacerbate the foregoing risks; and other risks, including those described in our Annual Report
on Form 10 - K for the year ended December 31, 2017 and in other documents that we file with the Securities and Exchange Commission from time to time which are or will be available
on the Commission's website at www.sec.gov.
(7) The Court of Appeal should not refuse to overturn a decision
on the basis of precedent, or stare decisis, because leave to appeal to the Supreme Court of Canada is not automatic and Canada's highest court can not therefore be relied upon to resolve any inconsistencies that result from
differing rulings by the Court of Appeal
on a
particular issue.