GoldenTree Loan Opportunities III, Limited - Irish Stock Exchange

following the end of the Ramp-Up Period occurring prior to the date on
which Moody’s and S&P confirms satisfaction of the Moody’s Rating
Condition and the S&P Rating Condition, respectively, under the
Indenture as described under “Use of Proceeds—Ramp-Up Period”, the
Overcollateralization Ratio Tests, the Target Initial Par Condition or the
Collateral Quality Test is not satisfied as of the related Determination
Date, amounts available for distribution pursuant to this clause (V) shall
instead be used for application as Principal Proceeds pursuant to “—
Application of Principal Proceeds” below on such Payment Date in an
amount sufficient to obtain Moody’s and S&P written confirmation of
the Moody’s Rating Condition and the S&P Rating Condition,
respectively.
Application of Principal
Proceeds
On each Payment Date, Principal Proceeds on deposit in the Collection
Account that are received on or before the related Determination Date,
and that are transferred to the Payment Account, shall be applied, except
for any Principal Proceeds that will be used to settle binding
commitments (entered into prior to the Determination Date) for the
purchase of Collateral Obligations, in the following order of priority:
(A) to pay the amounts referred to in clauses (A) through (Q) of "—
Application of Interest Proceeds" above in the priority stated therein,
excluding clause (G)(1) of "—Application of Interest Proceeds" above
(but, in the case of payments of interest and Deferred Interest pursuant
to clauses (I), (J), (L), (M), (O) and (P) of "—Application of Interest
Proceeds" above, only to the extent that all Coverage Tests would be
met on a pro forma basis after giving effect to any such payments), but
only to the extent not paid in full thereunder;
(B) (1) if such Payment Date is a Redemption Date, to make payments
in accordance with the Note Payment Sequence, and (2) on any other
Payment Date, to make payments in the amount of the Special
Redemption Amount, if any, at the election of the Portfolio Manager,
either (x) in accordance with the Note Payment Sequence or (y) if, on
the related Determination Date, the Pro Rata Special Redemption
Conditions are satisfied, (A) first, to the payment of the aggregate
outstanding principal amounts of each Class of Secured Notes on a pro
rata basis according to the respective aggregate outstanding principal
amounts thereof, until the aggregate outstanding principal amount of the
Class A-1B-S Notes is reduced to U.S.$212,700,000, and (B) second, in
accordance with the Note Payment
Sequence thereafter;
(C) (1) during the Reinvestment Period, at the sole discretion of the
Portfolio Manager, (a) to the Collection Account as Principal Proceeds
to invest in Eligible Investments and/or to the purchase of additional
Collateral Obligations or (b) to prepayments of the Class A-1A-S Notes
and (2) after the Reinvestment Period, to invest Principal Proceeds
received with respect to a Prepaid Collateral Obligation, a Credit
Improved Obligation or a Credit Risk Obligation, in accordance with
the requirements described under "Security for the Secured Notes—
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