Common use of Term and Prepayment Clause in Contracts

Term and Prepayment. (a) Subject to the rights of the Lender under Section 13 to accelerate payment of all monies owing hereunder, the principal amount of the Advance, together with all accrued but unpaid interest, fees and other costs or charges payable hereunder from time to time (collectively the “Outstanding Balance”), will be immediately due and payable by the Borrowers to the Lender on September 30, 2010. (b) If after the Advance of the Facility, the Borrowers or any of their respective Subsidiaries: (i) sell or otherwise dispose of any assets outside of the ordinary course of business, except for the transfer by any of Allied Nevada Gold Holdings LLC, Allied VNC Inc. or Victory Exploration Inc. of any interest in any Secondary Mining Properties to an arms length third party for good and valuable consideration at fair market value by way of joint venture, sale or option (each, a “Permitted Disposition”); or (ii) close one or more equity or debt financings (which for greater certainty shall not include the exercise of any options or warrants validly issued by either of the Borrowers and outstanding as at the date of this Agreement), the Borrowers will pay or cause to be paid to the Lender all proceeds from such sale, disposition or financing, net of reasonable selling or financing costs, up to the full amount of the Outstanding Balance, to be applied on account of the Facility. (c) The Borrowers may prepay the Facility in whole at any time before maturity, without penalty, provided that such prepayment occurs on the last Business Day of any calendar month during the term of the Facility and further provided that the Borrowers have delivered to the Lender written notice of its intention to prepay the Facility not less than two (2) months prior to such prepayment.

Term and Prepayment. (a) Subject to the rights of the Lender under Section 13 16 to accelerate payment of all monies owing hereunder, the principal amount of the Advance, together with all accrued but unpaid interest, fees and other costs or charges payable hereunder from time to time (collectively the “Outstanding Balance”), will be immediately due and payable in full by the Borrowers Borrower to the Lender on September 30March 28, 20102014 (“Maturity Date”). (b) If after the Advance of the FacilityAdvance, the Borrowers Borrower or any of their respective Subsidiaries: (i) its Subsidiaries sell or otherwise dispose of any material assets outside of the ordinary course of businessbusiness in excess of $1,000,000 in the aggregate (excluding the Colomac Mill Equipment), except for the transfer by Borrower will pay or cause to be paid to the Lender 50% of the proceeds from such sale, disposition in excess of $1,000,000 in the aggregate, net of reasonable selling costs, to be applied on account of the Facility up to the full amount of the Outstanding Balance. (c) If after the Advance, the Borrower or any of Allied Nevada Gold Holdings LLC, Allied VNC Inc. or Victory Exploration Inc. of any interest in any Secondary Mining Properties to an arms length third party for good and valuable consideration at fair market value by way of joint venture, sale or option (each, a “Permitted Disposition”); or (ii) its Subsidiaries close one or more equity or debt financings in excess of $1,000,000 in the aggregate (which for greater certainty shall not include the exercise of any options or warrants validly issued by either of the Borrowers and outstanding as at the date of this AgreementBorrower or any Subsidiary), the Borrowers Borrower will pay or cause to be paid to the Lender all 50% of the proceeds from of such sale, disposition or financingequity financings in excess of $1,000,000 in the aggregate, net of reasonable selling or financing costs, to be applied on account of the Facility up to the full amount of the Outstanding Balance, to be applied on account of the Facility. (cd) The Borrowers Borrower may voluntarily prepay the Facility in whole at any time before maturity, without penaltypenalty provided that not less than four months of interest on the total principal amount of the Facility has been paid to the Lender, and further provided that such prepayment occurs is made on the last Business Day business day of any a calendar month during the term of the Facility and further provided that the Borrowers have delivered to the Lender after not less than 10 Business Days' prior written notice of its the Borrower's intention to prepay the Facility not less than two (2) months prior to such prepaymentFacility.

Term and Prepayment. (a) Subject to the rights of the Lender under Section 13 to accelerate payment of all monies owing hereunder, the The principal amount amounts of the Advance, together with all accrued but unpaid interest, fees bonus and other costs or charges payable hereunder from time to time (collectively the “Outstanding Balance”), will be immediately due and payable by the Borrowers Borrower to the Lender on September 30the earlier of: (i) December 17, 2010.; (ii) The date of any change of control of the NiMin (“control” being defined as ownership of or control or direction over, directly or indirectly, 20% or more of the outstanding voting securities of the Borrower); and (iii) the occurrence of an Event of Default (as defined in paragraph 14 hereof) and a demand for payment by the Lender pursuant to paragraph 15 below; (b) If after the Advance of the FacilityAdvance, the Borrowers Borrower or any of their respective Subsidiaries: (i) sell NiMin sells or otherwise dispose disposes of any assets outside of the ordinary course of business, except for the transfer by any of Allied Nevada Gold Holdings LLCBorrower or NiMin, Allied VNC Inc. or Victory Exploration Inc. of any interest in any Secondary Mining Properties to an arms length third party for good and valuable consideration at fair market value by way of joint ventureas the case may be, sale or option (each, a “Permitted Disposition”); or (ii) close one or more equity or debt financings (which for greater certainty shall not include the exercise of any options or warrants validly issued by either of the Borrowers and outstanding as at the date of this Agreement), the Borrowers will pay or cause to be paid to the Lender all proceeds from such sale, disposition or financingdisposition, net of reasonable selling or financing costs, up to the full amount of the Outstanding Balance, to be applied on account of the Facility.; (c) The Borrowers Borrower may prepay the Facility in whole at any time before maturity, without notice, bonus or penalty, provided that such prepayment occurs on the last Business Day of any calendar month during the term ; (d) The principal amount of the Facility and further provided that U.S. Funds Portion, together with all accrued but unpaid interest shall be paid by the Borrowers have delivered Borrower to the Lender written notice in U.S. funds and the principal amount of its intention the Canadian Funds Portion, together with all accrued but unpaid interest shall be paid by the Borrower to prepay the Facility not less than two Lender in Canadian funds; (2e) months prior Upon repayments from Borrower to such prepaymentLender, Lender shall be entitled to apply payments as to principal, interest or costs. In the event either of the U.S. Funds Portion or the Canadian Funds Portion of the loan is overpaid by Borrower, Lender shall have the discretion to apply any overpayment to the remaining portion of the loan, in Lender’s discretion.

Term and Prepayment. (a) Subject to the rights of the Lender under Section 13 16 to accelerate payment of all monies owing hereunder, the principal amount of the each Advance, together with all accrued but unpaid interest, fees bonus and other costs or charges payable hereunder from time to time (collectively the “Outstanding Balance”), will be immediately due and payable by the Borrowers Borrower to the Lender on September March 30, 20102009. (b) If after the Advance of the Facility, the Borrowers Credit Parties or any of their respective Subsidiaries: (i) Subsidiaries sell or otherwise dispose of any assets outside of the ordinary course of business, business (except for the transfer by any sale of Allied the Treasure Hill, White Pine Count, Nevada property to Golden Predator Mines US Inc. and the Wonder, Xxxxxxxxx County, property to Century Gold Holdings LLCLLC on terms substantially similar to those disclosed to the Lender in writing prior to the date of this Agreement), Allied VNC Inc. or Victory Exploration Inc. of any interest in any Secondary Mining Properties to an arms length third party for good and valuable consideration at fair market value by way of joint venture, sale or option (each, a “Permitted Disposition”); or (ii) close one or more equity or debt financings (which except for greater certainty shall not include a proposed prospectus offering of equity securities by Allied Nevada pursuant to the exercise Preliminary Prospectus and further provided that such offering closes within three months of any options or warrants validly issued by either of the Borrowers and outstanding as at the date of this Agreement), the Borrowers Credit Parties will pay or cause to be paid to the Lender all proceeds from such sale, disposition or financing, net of reasonable selling or financing costs, up to the full amount of the Outstanding Balance, to be applied on account of the Facility. (c) The Borrowers Credit Parties may prepay the Facility in whole at any time before maturity, without notice or penalty, provided that such prepayment occurs on the last Business Day of any calendar month during the term of the Facility and further provided that the Borrowers have delivered to the Lender written notice of its intention to prepay the Facility not less than two ten (210) months Business Days’ prior to such prepayment.

Term and Prepayment. (a) Subject to the rights of the Lender under Section 13 to accelerate payment of all monies owing hereunder, the The principal amount of the Advance, together with all accrued but unpaid interest, fees bonus and other costs or charges payable hereunder from time to time in connection with such Advance (collectively the “"Outstanding Balance”"), will be immediately due and payable by the Borrowers Borrower to the Lender on September 30March 31, 20102007. (b) If after the Advance of the FacilityNotwithstanding paragraph (a) hereof, the Borrowers or any of their respective SubsidiariesOutstanding Balance, will be immediately due and payable by the Borrower to the Lender on the earlier of: (i) the date of any change of control of the Borrower ("control" being defined as ownership of or control or direction over, directly or indirectly, 20% or more of the outstanding voting securities of the Borrower); or (ii) the occurrence of an Event of Default. (c) If after the Advance, the Borrower or any of its Subsidiaries sell or otherwise dispose of any assets outside of the ordinary course of business, except for the transfer by any of Allied Nevada Gold Holdings LLC, Allied VNC Inc. or Victory Exploration Inc. of any interest in any Secondary Mining Properties to an arms length third party for good and valuable consideration at fair market value by way of joint venture, sale or option (each, a “Permitted Disposition”); or (ii) close one or more equity or debt financings (which for greater certainty shall not include other than the exercise of any options or warrants validly issued by either of concurrent financing with the Borrowers and outstanding as at the date of this Agreement)Subordinate Creditors, the Borrowers Borrower will pay or cause to be paid to the Lender all proceeds from such sale, disposition or financing, net of reasonable selling legal fees, financing fees and any other actual out-of- pocket costs incurred by the Borrower in connection with such sale or financing costsfinancing, up to the full amount of the Outstanding Balance, to be applied on account of the Facility. Any payment made under this paragraph will be without notice or penalty. (cd) The Borrowers In addition to its obligation to prepay the Facility under paragraph 4(c) above, the Borrower may prepay the Facility Outstanding Balance and accrued interest thereon, in either case in whole at any time before maturity, without penalty, provided that such prepayment occurs is made on the last Business Day of any the calendar month during and the term of the Facility and further Borrower as provided that the Borrowers have delivered to the Lender not less than ten (10) Business Days' prior written notice of its intention to prepay the Facility not less than two (2) months prior to such prepaymentFacility.

Term and Prepayment. (a) Subject to the rights of the Lender under Section 13 to accelerate payment of all monies owing hereunder, the The principal amount of the Advance, together with all accrued but unpaid interest, fees interest and other costs or charges payable hereunder from time to time in connection with such Advance (collectively the “"Outstanding Balance”"), will be immediately due and payable by the Borrowers Borrower to the Lender on September 30the earlier of (the "Maturity Date"): (i) November 7, 20102008; (ii) the date of any change of control of the Borrower or the Subsidiaries of the Borrower ("control" being defined as ownership of or control or direction over, directly or indirectly, 20% or more of the outstanding voting securities of the Borrower by any party other than the Lender); or (iii) the occurrence of an Event of Default. (b) If after the Advance of the FacilityAdvance, the Borrowers Borrower or any of their respective Subsidiaries: (i) its Subsidiaries sell or otherwise dispose of any assets outside of the ordinary course of business, except for the transfer by any of Allied Nevada Gold Holdings LLC, Allied VNC Inc. or Victory Exploration Inc. of any interest in any Secondary Mining Properties to an arms length third party for good and valuable consideration at fair market value by way of joint venture, sale or option (each, a “Permitted Disposition”); or (ii) close one or more equity or debt financings (which for greater certainty shall not include the exercise of any options or warrants validly issued by either of the Borrowers and outstanding as at the date of this Agreement)financings, the Borrowers Borrower will pay or cause to be paid to the Lender all proceeds from such sale, disposition or financing, net of reasonable selling legal fees, financing fees and any other actual out-of-pocket costs incurred by the Borrower in connection with such sale, disposition or financing costsfinancing, up to the full amount of the Outstanding Balance, to be applied on account of the FacilityOutstanding Balance. Any payment made under this paragraph will be without notice or penalty. (c) The Borrowers In addition to its obligation to prepay the Facility under subparagraph (b) above, the Borrower may prepay the Facility Outstanding Balance including all accrued interest thereon, in whole at any time before maturity, without penalty, provided that such prepayment occurs is made on the last Business Day of any the calendar month during and the term of the Facility and further Borrower has provided that the Borrowers have delivered to the Lender not less than ten (10) Business Days’ prior written notice of its intention to prepay the Facility not less than two (2) months prior to such prepaymentFacility.