GoldenTree Loan Opportunities III, Limited - Irish Stock Exchange

the Issuer to other parties as set forth in the priority of payments (including taxes, amounts owing to the
holder of the Financed Amount Note, Administrative Expenses, Base Management Fees and certain
payments under the Hedge Agreements), the Secured Notes and certain fees and expenses (including, but
not limited to, the diversion of Interest Proceeds to purchase additional Collateral Obligations if the
Reinvestment Overcollateralization Test is not satisfied, unpaid Administrative Expenses and certain
Management Fees), in each case to the extent described herein. No payments of interest or distributions
from Interest Proceeds will be made on any such Class of Offered Securities on any Payment Date until
interest on the Notes of each Class to which it is subordinated has been paid, and no payments of principal
(other than Deferred Interest with respect to the Class B Notes, the Class C Notes or the Class D Notes, as
applicable) or distributions from Principal Proceeds will be made on any such Class of Offered Securities
on any Payment Date until principal on the Notes of each Class to which it is subordinated has been paid
in full. Therefore, to the extent that any losses are suffered by any of the holders of any Offered
Securities, such losses will be borne in the first instance by holders of the Subordinated Notes, then by the
holders of the Class D Notes, then by the holders of the Class C Notes, then by the holders of the Class B
Notes, then by the holders of the Class A-2 Notes and last by the holders of the Class A-1 Notes.
Furthermore, payments on the Class B Notes, the Class C Notes and the Class D Notes are subject to
diversion to pay more senior Classes of Notes pursuant to the priority of payments if certain Coverage
Tests are not met, as described herein, and failure to make such payments will not be a default under the
Indenture. In addition, if an Event of Default occurs, the holders of the Controlling Class of Notes (which
will be the most senior Class or Classes then outstanding) will be entitled to determine the remedies to be
exercised under the Indenture. See "Description of the Offered Securities—The Indenture—Events of
Default." Remedies pursued by the Controlling Class could be adverse to the interests of the holders of
the Offered Securities that are subordinated to the Notes held by the Controlling Class, and the
Controlling Class will have no obligation to consider any possible adverse effect on such other interests.
Furthermore, the Collateral Obligations may be sold and liquidated only if, among other things, (i) the
Trustee determines that the anticipated proceeds of a sale or liquidation of the Assets (after deducting the
reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then
due (or, in the case of interest, accrued) and unpaid on the Secured Notes for principal and interest
(including Deferred Interest) and all amounts payable prior to payment of principal on such Secured
Notes (including amounts due and owing as Administrative Expenses and amounts payable to any Hedge
Counterparty upon liquidation of the Assets and all amounts owing under the Financed Amount Note) and
a Majority of the Controlling Class agrees with such determination; or (ii) a Supermajority of each Class
of the Secured Notes (for which purpose, the Senior Class A Notes shall constitute and vote together as a
single Class) direct, subject to the provisions of the Indenture, such sale and liquidation.
For purposes of subordination, the Composite Notes will not be treated as a separate class of Offered
Securities, but each Component will be treated as a part of the applicable class of Offered Securities.
Holders of the Class A-1A-S Notes have ongoing obligations under certain circumstances.
Holders of the Class A-1A-S Notes will be obligated, subject to compliance by the Issuer with certain
borrowing conditions, to advance funds to the Issuer during the Draw Period so long as the aggregate
principal amount of advances under the Class A-1A-S Notes at any one time outstanding does not exceed
the aggregate amount of Commitments to make advances under the Class A-1A-S Notes.
A failure by the holders of the Class A-1A-S Notes to comply with ongoing obligations may
adversely affect the Issuer.
In order for the holders of the Class A-1A-S Notes to fund Borrowings thereunder, the Issuer is required
to meet certain conditions described under "Description of the Offered Securities—The Indenture and the
Secured Notes—Class A-1A-S Note Borrowings." If a holder of a Class A-1A-S Note should fail to
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