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OCI Euro Fund I B.V. - Irish Stock Exchange

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Issuer will be permitted under the Class A1 Notes after the Class A1 Available Commitment Termination<br />

Date. The fact that the Initial Investment Period may be up to one year long magnifies the risks<br />

discussed above. No assurance can be given that the conditions to draw down Class A1 Drawings from<br />

the Class A1 Available Commitment under the Class A1 Notes will be capable of being satisfied at any<br />

time after the Issue Date. Any inability by the Issuer to draw down Class A1 Drawings from the Class<br />

A1 Available Commitment under the Class A1 Notes will affect its ability to acquire additional Collateral<br />

Debt Obligations during the Initial Investment Period.<br />

3.3 Nature of the Collateral<br />

The Collateral on which the Notes and the claims of the other Secured Parties are secured will be<br />

subject to credit, liquidity, interest rate and exchange rate risks, general economic conditions,<br />

operational risks, structural risks, the condition of financial markets, political events, developments or<br />

trends in any particular industry, changes in prevailing interest rates and periods of adverse<br />

performance. All of the Collateral Debt Obligations pledged to secure the Notes will be senior leveraged<br />

loans, Structured Finance Obligations, high yield bonds and mezzanine loans (or synthetic securities<br />

linked thereto) of various Obligors, with a principal place of business or significant operations in a<br />

Qualifying Country substantially all of which will be rated or assigned an implied rating below investment<br />

grade.<br />

Credit Risk Investment in the Notes of any Class involves a degree of risk arising from fluctuations in<br />

the amount and timing of receipt of the principal and interest on the Collateral Debt Obligations by or on<br />

behalf of the Issuer and the amounts of the claims of creditors of the Issuer ranking in priority to the<br />

holders of each Class of the Notes. In particular, prospective purchasers of such Notes should be<br />

aware that the amount and timing of payment of the principal and interest on the Collateral Debt<br />

Obligations will depend upon the detailed terms of the documentation relating to each of the Collateral<br />

Debt Obligations and on whether or not any obligor thereunder defaults in its obligations.<br />

Default and Concentration Risk The subordination levels of each of the Classes of Notes will be<br />

established to withstand certain assumed deficiencies in payment caused by defaults on the related<br />

Collateral Debt Obligations. See "Ratings of the Notes". There is no assurance that actual losses will<br />

not exceed such assumed losses. If actual payment deficiencies exceed such assumed levels,<br />

however, payments on the Notes could be adversely affected. The amount which defaults on the<br />

Collateral Debt Obligations adversely affecting each Class of Notes will be directly related to the level of<br />

subordination thereof pursuant to the Priorities of Payment. The risk that payments on the Notes could<br />

be adversely affected by defaults on the related Collateral Debt Obligations is likely to be increased to<br />

the extent that the Portfolio of Collateral Debt Obligations is concentrated in any one Obligor, industry,<br />

region or country as a result of the increased potential for correlated defaults in respect of a single<br />

issuer or within a single industry, region or country as a result of downturns relating generally to such<br />

industry, region or country.<br />

To the extent that a default occurs with respect to any Collateral Debt Obligation and the Issuer or the<br />

Trustee sells or otherwise disposes of such Collateral Debt Obligation, the proceeds of such sale or<br />

disposition are likely to be less than the unpaid principal and interest thereon. In addition, the Issuer<br />

may incur additional expenses to the extent it seeks recoveries upon the default of a Collateral Debt<br />

Obligation or participates in the restructuring of a Collateral Debt Obligation. Even in the absence of a<br />

default with respect to any of the Collateral Debt Obligations, the potential volatility and illiquidity of the<br />

<strong>Euro</strong>pean leverage loan market means that the market value of such Collateral Debt Obligations may be<br />

less than the market value thereof when initially purchased and from the principal amount of such<br />

Collateral Debt Obligations. Accordingly, no assurance can be given as to the amount of proceeds of<br />

any sale or disposition of such Collateral Debt Obligations at any time, or that the proceeds of any such<br />

sale or disposition would be sufficient to repay a corresponding par amount of principal of and interest<br />

on the Notes after, in each case, paying all amounts payable prior thereto pursuant to the Priorities of<br />

Payment. Moreover, there can be no assurance as to the timing of any recovery.<br />

Acquisition and Disposal Risk The financial markets may experience substantial fluctuations in prices<br />

for Senior Loans, Structured and Finance Obligations and Mezzanine Obligations and limited liquidity for<br />

such obligations. No assurance can be given that the conditions giving rise to such price fluctuations<br />

and limited liquidity will not occur, subsist or become more acute following the Issue Date. During<br />

periods of limited liquidity and higher price volatility, the Issuer’s ability to acquire or dispose of Collateral<br />

Debt Obligations at a price and time that the Issuer deems advantageous may be impaired. As a result,<br />

in periods of rising market prices, the Issuer may be unable to participate in price increases fully in the<br />

event that it is either unable to dispose of Collateral Debt Obligations whose prices have risen or to<br />

acquire Collateral Debt Obligations whose prices are on the increase; the Issuer’s inability to dispose<br />

fully and promptly of Collateral Debt Obligations in declining markets will conversely cause the net asset<br />

value of the Portfolio to decline. A decrease in the market value of the Collateral Debt Obligations would<br />

also adversely affect the proceeds of sale that could be obtained upon the sale of the Collateral Debt<br />

10:21\10 July 2007\LONDON\CWM\4369396.02<br />

28

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