Common use of Financing Cooperation Clause in Contracts

Financing Cooperation. (a) Goldcorp agrees to use commercially reasonable efforts to provide, and to cause each of its Subsidiaries and each of their respective Representatives to provide, such cooperation as may be reasonably requested by Newmont in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees to Each of Parent and Merger Sub shall use commercially its reasonable best efforts to providetake (or cause to be taken) all actions, and to do (or cause each to be done) all things necessary, proper or advisable to consummate and obtain the proceeds of its Subsidiaries and each of their respective Representatives to provide, such cooperation as may be reasonably requested the Debt Financing contemplated by Newmont in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing Debt Financing Commitments on the date hereof of Goldcorp or its Subsidiaries terms and conditions described in the Debt Financing Commitments (collectively, a “Debt Financing”including any flex provisions applicable thereto), including, without limitation to, upon including using reasonable notice: best efforts to (i) provide assistance negotiate definitive agreements with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion respect thereto on the terms and analysis and other customary financial data and information conditions (including diligence materialsthe flex provisions) reasonably required contained therein or on other terms not materially less favorable, in connection with any Debt Financingthe aggregate, to Parent (as determined in the reasonable judgment of Parent) and not in violation of this Section 5.2(a) (including clauses (A)-(C) below), (ii) direct their respective independent accountants satisfy (or, if deemed advisable by Parent, seek a waiver of) on a timely basis all conditions applicable to provide customary Parent and reasonable assistance Merger Sub in connection the Debt Financing Commitments that are within its control and otherwise comply with any Debt Financing, including in connection with providing customary comfort letters its obligations thereunder and consentspay related fees and expenses on the Closing Date, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont maintain in connection effect the Debt Financing Commitments in accordance with the repayment of debt of Goldcorp terms thereof (except for amendments and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement supplements not prohibited by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b5.2(a)) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont acknowledges and agrees that the consummation of until the transactions contemplated by this Agreement are consummated or this Agreement is not conditioned upon terminated in accordance with its terms, and (iv) enforce its rights under the consummation ofDebt Financing Commitments in the event of a breach by any counterparty thereto. Parent shall have the right from time to time to amend, supplement, amend and restate or modify the receipt by Newmont Debt Financing Commitments; provided, that any such amendment, supplement, amendment and restatement or other modification shall not, without the prior written consent of the proceeds of, Company (A) add new (or adversely modify any existing) conditions precedent to the Debt Financing.Financing as set forth in the Debt Financing Commitments as in effect on the date hereof, (B) except as otherwise set forth herein, reduce the aggregate amount of the Debt Financing Commitments (including by changing the amount of fees to be paid or original issue discount of the Debt Financing as set forth in the Debt Financing Commitments) in a manner that would adversely impact the ability of Parent to consummate the Merger or that would otherwise be expected to delay or impede the Merger or

Financing Cooperation. (a) Goldcorp agrees Subject to Section 7.13(b) and (c), prior to the Closing, the Company shall use commercially its reasonable best efforts to provide, and shall use its reasonable best efforts to cause each of its Subsidiaries and each of their respective Representatives to officers, employees, consultants and advisors, including legal and accounting advisors to, provide, such at Parent’s sole cost and expense, to Parent all cooperation as may be reasonably requested by Newmont Parent in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: including (i) provide assistance participation by senior management in a reasonable number of meetings, presentations, and due diligence sessions at times and locations mutually agreed and reasonably coordinated in advance thereof, (ii) reasonably assisting with any discussions the preparation of and/or furnishmaterials (to the extent relating to the Company and its Subsidiaries) for rating agency presentations, information and offering memoranda, lender presentations, and similar marketing documents to be used in connection with the Debt Financing, including customary comfort and authorization letters, and such information and data related to the Company and its Subsidiaries as applicable, such business, is reasonably required by Parent for Parent to produce the financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data statements and information (including diligence materials) reasonably identified in paragraph 6 of Exhibit C of the Debt Commitment Letter or otherwise required in connection with any the Debt Financing, (iiiii) direct their respective independent accountants to provide customary and reasonable assistance assisting in connection with any the preparation of definitive financing documents, as may be reasonably requested by Parent, (iv) facilitating the pledging of collateral for the Debt Financing, including in connection with providing customary comfort letters and consents, (iiiv) obtain obtaining customary payoff letters, lien terminations and instruments of discharge in respect of the payoff, discharge and termination on the Closing Date of all obligations under the Company Credit Agreement, including releases of liens and other instruments of termination or discharge relating thereto, in each case as reasonably requested by Newmont Parent, (vi) using commercially reasonable efforts to ensure that the syndication efforts for the Debt Financing benefit from the Company’s existing lending and banking relationships, (vii) using commercially reasonable efforts in assisting Parent in its efforts to obtain corporate credit or family ratings of Parent to the extent reasonably requested by Parent, (viii) as promptly as practicable after reasonable request therefor, furnishing the Financing Sources with reasonable documents or other information reasonably requested by the Financing Sources relating to the Company and its Subsidiaries required by bank regulatory authorities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2011 and (ix) cooperating with Parent to satisfy the conditions precedent to the Debt Financing to the extent reasonably requested by Parent and within the control of the Company and its Subsidiaries, and taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing and taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing. Without limiting the generality of the foregoing, the Company shall ensure that all financial and other projections concerning the Company and its Subsidiaries that are made available to Parent after the date of this Agreement are prepared in good faith. The Company consents to the use of its logos in connection with the repayment Debt Financing; provided that such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Company or any of debt its Subsidiaries. (b) Notwithstanding anything in this Agreement to the contrary, (x) neither the Company nor any of Goldcorp and its Subsidiaries (provided that shall be required to take or permit the effectiveness taking of any such arrangements shall be contingent on action to the completion extent it would (1) interfere unreasonably with the business or operations of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp Company or any of its Subsidiaries (2) require the Company or any of its Subsidiaries or any of their respective Affiliates to pay (or agree to pay) any fees, or reimburse any expenses prior to the Closing for which it is not promptly reimbursed, or otherwise incur any other obligations or give any indemnities prior to the purpose Closing that are not contingent on the Closing, (3) cause any representation or warranty or covenant in this Agreement to be breached by the Company or any of obtaining its Subsidiaries, (4) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability, (5) conflict with the organizational documents of the Company or any of its Subsidiaries or any Laws, (6) result in the contravention or breach of, or default under, any Material Contract, (7) provide access to or disclose information that the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, or (8) prepare separate financial statements for any Subsidiary of the Company or change any fiscal period; or (y) none of the Company, any of its Subsidiaries or any of their respective directors or officers shall be obligated to adopt resolutions or execute consents to approve or authorize the execution of the Debt Financing, including ; provided that this clause (y) shall not prohibit the adoption or execution of any resolutions or consents effective no earlier than the Closing Date by necessary any persons that shall remain or appropriate waivers will become officers or directors of the Confidentiality Agreement to permit such activitiesCompany or any of its Subsidiaries as of the Effective Time; and (z) any documentation executed by the Company of any of its Subsidiaries shall not become effective until the Effective Time. Newmont Parent shall (1) promptly upon request by the Company, reimburse Goldcorp the Company for all reasonable out-of-pocket costs or and expenses (including attorney’s fees) incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp Company or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives, as applicable, in connection with the Debt Financing and providing the assistance contemplated by this Section 7.13 and (2) indemnify and hold harmless the Company and its Subsidiaries and its and their respective Representatives (collectively, the “Financing Indemnitees”) from and against any and all costs liabilities, losses, damages, claims, costs, expenses (including attorney’s fees), awards, judgments and penalties suffered or incurred by any of them in connection with any the Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized used in connection therewith (or providing the assistance contemplated by this Section 7.13, in each case other than arising to the extent any of the foregoing arises from information provided the fraud, intentional misrepresentation or willful misconduct of such Financing Indemnitee, as finally determined by Goldcorp or its Subsidiaries specifically for use a court of competent jurisdiction (the obligations of Parent in this clause (2), the “Financing pursuant to Section 5.13Cooperation Indemnity”). Goldcorp hereby consents to The Financing Cooperation Indemnity shall survive the use consummation of the logos Merger and any termination of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiariesthis Agreement. (c) Newmont acknowledges All non-public or otherwise confidential information regarding the Company or any of its Affiliates and agrees that Subsidiaries obtained by Parent or its Affiliates or Representatives pursuant to this Section 7.13 shall be kept confidential in accordance with the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt FinancingConfidentiality Agreement.

Financing Cooperation. (a) Goldcorp The Company agrees to use commercially reasonable best efforts to provide, and to shall cause each of its Subsidiaries and each of their respective use reasonable best efforts to cause its Representatives to use reasonable best efforts to provide, in each case at Parent’s sole expense, such customary cooperation as may be reasonably requested in writing by Newmont in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on Parent and Merger Sub for the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness arrangement of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement debt or equity financing by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp Parent or any of its Subsidiaries for to finance the purpose of obtaining Debt Transactions (the “Financing”), including by necessary or appropriate waivers of using reasonable best efforts to: (i) furnish to Parent and Merger Sub the Confidentiality Agreement to permit Business Financial Statements and such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp other historical financial information regarding the Company and its Subsidiaries as is reasonably available to the Company at such time, customarily required in connection with the execution of financings of a type similar to the Financing and reasonably requested by ▇▇▇▇▇▇ in writing; (ii) upon reasonable prior notice and at reasonable times and locations to be mutually agreed, cause members of management of the Company with appropriate seniority and expertise to participate in a reasonable number of rating agency presentations, lender presentations and due diligence sessions, in each case in connection with the Financing (including with providers or potential providers of the Financing), in each case which shall be virtual unless otherwise agreed to by the Company; (iii) provide reasonable and timely assistance in the preparation of customary lender and investor presentations (including “roadshow” or investor meeting slides), rating agency presentations, prospectus, offering memorandum, private placement memorandum, bank information memoranda and similar customary documents (including cooperation provided to incorporate by reference therein information included in the SEC filings of the Company) or marketing material for in this Section 5.13 the Financing; (iv) provide at least four (4) Business Days prior to the Closing Date all documentation and other information related to the Company as is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act of 2001 and Beneficial Ownership Certificates, to the extent required in order to consummate the information Financing and requested was not otherwise prepared or available in writing at least nine (9) Business Days prior to the Closing Date; (v) in the ordinary course case of businessany Financing consisting of an offering of debt securities or equity securities, cause the certified independent auditors of the financial statements of the Company to (A) furnish customary consents for use of their audit opinions in any materials related to any debt securities or equity securities offerings as part of the Financing, (B) provide, consistent with customary practice, customary comfort letters (including “negative assurance” comfort and change period comfort) with respect to customary financial information relating to the Company and its Subsidiaries as necessary or customary for financings similar to such Financing and (C) attend a reasonable number of accounting due diligence sessions and drafting sessions, in each case which shall be virtual unless otherwise agreed to by the Company; (vi) cooperate with Parent in Parent’s replacement or backstop, effective no earlier than the Closing, of any outstanding letters of credit or similar obligations or items issued for the account of the Company and its Subsidiaries; (vii) assist Parent with its preparation of projections and pro forma financial information (including pro forma financial statements) of the type customarily included in offering documents or marketing materials for financings similar to the Financing, it being agreed that the Company will not be required to provide any information or assistance relating to (A) the proposed aggregate amount of debt financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of any debt financing, (B) any post-Closing or pro forma cost savings, synergies, capitalization or ownership desired to be incorporated into any information used in connection with the Financing or (C) any financial information related to Parent or any of its Subsidiaries; (viii) assist Parent in the preparation and negotiation by Parent of, and (not prior to the Closing) execution and delivery of, definitive agreements with respect to the Financing (the “Definitive Financing Agreements”) and the schedules and exhibits thereto as may reasonably be requested by Parent or Merger Sub; and (ix) to the extent required by the Financing, facilitate the pledging of collateral (provided, that (A) none of the documents or certificates shall be executed and/or delivered except in connection with, and not earlier than, the Closing and (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing). (b) Prior The Company shall, as promptly as reasonably practicable, at Parent’s sole expense (to the Effective Dateextent required under Section 6.24(d)), none to the extent necessary or desirable for Parent’s arrangement of Goldcorpthe Financing, (i) furnish to Parent and Merger Sub the Business Financial Statements based on the Closing Date and (ii) if requested by Parent or Merger Sub, execute and deliver customary authorization letters (without a “knowledge qualifier”) to the Financing providers authorizing the distribution (subject to customary restrictions relating to distribution of material non-public information to “private side” financing sources) of information regarding the Company to prospective lenders or investors in connection with the Financing (“Financing Authorization Letters”). (c) Notwithstanding anything in this Agreement to the contrary, (i) nothing in Section 6.24(a), Section 6.24(b) or Section 6.24(g) shall require the Company or any of its Subsidiaries or Representatives to take or permit the taking of any action to the extent that it could unreasonably disrupt or interfere in any material respect with the business or the operations of the Company or any of its Subsidiaries, taken as whole, (ii) nothing in Section 6.24(a), Section 6.24(b) or their Section 6.24(g) shall require the Company or any of its Subsidiaries or Representatives to take or permit the taking of any action to the extent that it could (A) subject any of the Company’s or its Subsidiary’s respective Representatives directors, managers, officers or employees to any personal liability or (B) cause any condition to the Closing to not be satisfied, (iii) prior to Closing neither the Company nor any of its Subsidiaries shall be required to take any action that: (iA) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make incur or assume any liability or other obligation in connection with the Financing or any of the actions contemplated by Section 6.24(g), (B) deliver or obtain opinions of internal or external counsel, (C) provide access to or disclose information where such access or disclosure could jeopardize the attorney-client privilege (or other applicable privilege or protection of the Company or any of its Affiliates) or contravene any material Law or material contractual obligation, (D) take any action that would cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries or (E) require the Company to prepare or deliver any Excluded Information and (iv) none of the Company or any of its Subsidiaries shall be required to execute, deliver or enter into or perform any Definitive Financing Agreement or any other payment certificate (except with respect to any instrument expressly contemplated to be so executed prior to the Closing pursuant to Schedule 6.24(g) of the Company Disclosure Letter), document, instrument or incur any agreement (other liability or provide than the execution of the Financing Authorization Letters) or agree to provide any indemnity in connection change or modification of any existing certificate, document, instrument or agreement or adopt any resolutions or take any other actions approving the agreements, documents and instruments pursuant to which the Financing is obtained or the actions contemplated by Section 6.24(g) (except with respect to any Debt instrument expressly contemplated to be so executed by the Company prior to Closing pursuant to Schedule 6.24(g) of the Company Disclosure Letter) are taken, including any Definitive Financing or their performance of their respective obligations under this Section 5.13 Agreement or any information utilized in connection therewith supplemental indenture prior to the occurrence of the Closing (exceptprovided, in that the case of this paragraph (iii) in respect of Goldcorp and its SubsidiariesCompany will, to the extent such liabilityotherwise required hereby, costuse reasonable best efforts to cause Persons who will continue as officers or directors, expense or indemnity is conditional upon as applicable, of the Company and its Subsidiaries after the occurrence of Closing, and who will not be removed or replaced in connection therewith, to pass resolutions and to execute documents in their capacities as such officers or directors, in each case which resolutions and documents are subject to and conditioned upon, and do not become effective until, the Effective Timeoccurrence of Closing). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them Nothing contained in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and 6.24 or otherwise in this Agreement shall require the Company or any information utilized in connection therewith (of its Affiliates, prior to the Closing, to be an issuer or other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in obligor with respect to the Financing pursuant to Section 5.13)Financing. Goldcorp The Company hereby consents to the use of the logos of Goldcorp or the Company and its Subsidiaries in connection with the Financing (or any Debt Financingreplacement thereof); provided, that such logos are used solely in a manner that is not intended to or to, nor reasonably likely to to, harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of Company and its Subsidiaries. (cd) Newmont acknowledges Parent shall indemnify, defend and agrees hold harmless each of the Company and its Subsidiaries and each of their respective Representatives (the “Financing Indemnified Parties”) from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Financing and the performance of their respective obligations under Section 6.24, other than to the extent any of the foregoing arises from (i) the bad faith, gross negligence, fraud, or willful misconduct by such Financing Indemnified Party and (ii) from any errors, omissions, misrepresentation or inaccuracies set forth in any information (including, without limitation, the Company SEC Documents or other historical information) provided by or behalf of any of the Financing Indemnified Parties pursuant to Section 6.24(a), Section 6.24(b) or Section 6.24(g). Parent shall, promptly upon request of the Company, reimburse the Company for all reasonable, documented out-of-pocket third-party fees, costs and expenses incurred by the Company and its Subsidiaries in connection with the cooperation required by Section 6.24(a), Section 6.24(b) or Section 6.24(g); provided, that the consummation Company and its Subsidiaries, and not Parent or Merger Sub, shall be responsible for (x) fees, costs and expenses incurred in connection with the preparation of the Company SEC Documents and any historical financial statements that are or would be prepared in the ordinary course of business regardless of the Financing, and (y) any amounts that would have been incurred in connection with the transactions contemplated hereby regardless of the Financing. (e) The parties hereto acknowledge and agree that the provisions contained in this Section 6.24 represent the sole obligation of the Company and its Subsidiaries with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Parent with respect to the transactions contemplated by this Agreement, and no other provision of this Agreement is not conditioned upon (including the consummation of, Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including the Financing) by Newmont Parent any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, the Company’s breach of any of the covenants required to be performed by it under this Section 6.24 shall not be considered in determining the satisfaction of the condition set forth in Section 7.2(b), unless such breach is a Willful and Material Breach and is the primary cause of Parent being unable to obtain at Closing the proceeds ofof the Financing required by Parent to satisfy its payment obligations under this Agreement on the Closing Date (including in respect of repayment in full of the Company’s Indebtedness under the Existing Credit Agreement). (f) All non-public or otherwise confidential information regarding the Company or any of its Affiliates obtained by Parent or its representatives pursuant to this Section 6.24 shall be kept confidential in accordance with the Confidentiality Agreement. (g) The Company shall use reasonable best efforts to, and shall cause each of its Subsidiaries to use reasonable best efforts to, and shall use reasonable best efforts to cause its and their Representatives to, provide all reasonable and customary cooperation to Parent as may be reasonably requested by Parent in writing to assist (including by delivering customary officer’s certificate as necessary) Parent in connection with Parent’s or its Subsidiaries’ amendment or supplement, no earlier than Closing, to any Existing Senior Notes Indenture under the Debt Financingapplicable provisions thereof allowing supplement or amendment thereof without consent of holders of the securities issued thereunder. The Company shall comply with its obligations under Schedule 6.24(g) of the Company Disclosure Letter.

Financing Cooperation. (a) Goldcorp agrees Prior to the Closing, the Company Entities shall, and shall use commercially their respective reasonable best efforts to provide, and to cause each of its Subsidiaries and each of their respective Representatives to provideto, provide such reasonable cooperation as may be reasonably requested by Newmont the Parent Entities in connection with the borrowing obtaining and arranging of the Debt Financing and the Preferred Equity Financing. Without limiting the generality of the foregoing, such reasonable best efforts in any event shall include: (i) taking such actions as are reasonably requested by the Parent Entities to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the Debt Financing and the Preferred Equity Financing that are within its control, including authorizing the Definitive Financing Agreements and permitting the proceeds thereof to be made available to the Company Entities, the Company Subsidiaries and certain of their respective equityholders at the Closing, as applicable, pursuant to the Restructuring Steps, as applicable; provided that no such corporate action shall become effective until the Effective Time; (ii) participating in a reasonable number of meetings (including meetings with prospective Debt Financing Sources), presentations, road shows, due diligence sessions and sessions with rating agencies, at reasonable and mutually agreed times and with reasonable advance notice; (iii) to the extent required to satisfy a condition precedent to the initial funding of the Debt Financing, facilitating the pledging of, and perfection of security interests in, collateral, effective no earlier than the Effective Time; (iv) furnishing the Parent Entities and the Debt Financing Sources and the Preferred Equity Financing Sources as promptly as reasonably practicable following the delivery of a request therefor to the Company Entities by the Parent Entities (which notice shall state with specificity the information requested) such financial and other information regarding the Company Entities and the Company Subsidiaries as is customarily required in connection with the execution of financings of a type similar to the Debt Financing or an issuance the Preferred Equity Financing, including the Company Financial Information; (v) in each case following the Parent Entities’ reasonable request, assisting the Parent Entities and the Merger Subs in the preparation of debt by Newmont and/or (A) confidential information memoranda (including a version that does not include material non-public information) and other customary marketing materials required in connection with financings similar to the Debt Financing (it being understood and agreed that the Company Entities shall not be responsible for any liability management transaction projections or pro forma financial statements) and (including, without limitation, any exchange offers, consent solicitations B) materials for rating agency presentations; (vi) providing (A) customary authorization and representation letters to the Debt Financing Sources with respect to marketing materials from a senior officer of the Company Entities (which authorization and representation letters will become effective before the Effective Time) and (B) a certificate of the chief financial officer of the Company in the form set forth on Annex I to Exhibit D of the Debt Commitment Letter (as in effect on the date hereof) or tender offers▇▇▇▇▇ ▇▇ of the Preferred Equity Commitment Letter (as in effect as of the date hereof) with respect to debt existing solvency matters, in each case, to the extent required in the Debt Commitment Letter or Preferred Equity Commitment Letter, respectively; (vii) if requested by the Parent Entities pursuant to the Debt Commitment Letter or the Preferred Equity Commitment Letter, providing (A) at least three Business Days prior to the Closing Date, all documentation and other information regarding the Company Entities and the Company Subsidiaries as the Debt Financing Sources or Preferred Equity Financing Sources reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, to the extent requested by the Parent Entities in writing at least nine Business Days prior to the anticipated Closing Date and (B) to the extent the Borrower (as defined in the Debt Commitment Letter) or the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the Debt Commitment Letter on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”hereof), includingcertification regarding beneficial ownership as required by 31 C.F.R. §1010.230 to any Debt Financing Source or the Preferred Equity Financing Source that has requested such certification; (viii) assisting reasonably in the preparation, without limitation to, upon reasonable notice: (i) provide assistance with any discussions execution and delivery of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion necessary and analysis and other customary financial data and information Definitive Financing Agreements (including diligence materialsone or more credit agreements, security agreements, mortgages or guarantees and the schedules and exhibits thereto) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp Debt Financing or the Preferred Equity Financing or other certificates or documents as may reasonably be requested by the Parent Entities, in each case, to be held in escrow pending release by the Company at, and its Subsidiaries subject to the occurrence of, the Effective Time; (provided ix) to the extent required in the Debt Commitment Letter, using reasonable best efforts to ensure that the effectiveness of any such arrangements shall be contingent on syndication efforts with respect to the completion Debt Financing benefit materially from the existing lending and investment banking relationships of the ArrangementCompany Entities; and (x) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates in connection with the current lendersMargin Loan Financing, noteholders or other providers cooperating in requesting from TKO and TKO OpCo an issuer agreement (an “Issuer Agreement”) with the applicable lenders on customary terms to be mutually agreed by TKO, TKO OpCo and such lenders in order to allow a Margin Loan Financing on commercially reasonable terms, it being understood and agreed that (x) such cooperation shall not (A) unreasonably interfere with the ongoing operations of existing indebtedness to Goldcorp the Company Entities or any of its Subsidiaries for their respective Affiliates or (B) require TKO to make any “additional” filings with the purpose SEC or take any other action that would result in such a filing being required, except, after consultation between the Parent Entities and the Company Entities, the furnishing on Current Reports on Form 8-K by TKO of obtaining information included in the documents with respect to such Debt FinancingFinancing to the extent required in order to satisfy TKO’s legal or regulatory disclosure obligations, including by necessary or appropriate waivers of and (y) the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for provisions set forth in this Section 5.13 7.12(a) collectively represent the sole obligation of the Company Entities and their respective Affiliates with respect to the extent Debt Financing or the Preferred Equity Financing and no other provision of this Agreement (including the exhibits and schedules hereto) or the Debt Commitment Letter or the Preferred Equity Commitment Letter will be deemed to expand such obligations. All non-public or otherwise confidential information requested was not otherwise prepared regarding the Company Entities or available in their respective Affiliates obtained by the ordinary course of business. (b) Prior to Parent Entities or the Effective Date, none of Goldcorp, its Subsidiaries or its Merger Subs or their respective Representatives pursuant to this Section 7.12 shall be required to take kept confidential in accordance with the Confidentiality Agreement, including any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment joinder or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized agreement entered into in connection therewith (exceptwhich, with respect to the potential Debt Financing Sources who are not party to the Debt Commitment Letter but are participating in the case syndication process, shall be satisfied by the confidentiality provisions applicable under customary confidentiality undertakings in the context of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence customary syndication practices for debt financings of the Effective Timetype contemplated by the Debt Commitment Letter (as in effect on the date hereof)). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp The Company Entities hereby consents consent to the use of their respective and the Company Subsidiaries’ logos of Goldcorp or its Subsidiaries in connection with any the Debt Financing or the Preferred Equity Financing; provided, that such logos are used solely in a manner that is reasonable and customary and that is not intended to or reasonably likely to harm or disparage Goldcorp the Company Entities or the Company Subsidiaries in any respect. (b) Notwithstanding anything herein to the contrary, (i) other than as may be contemplated by an Issuer Agreement, no directors or managers of the Company Entities or their respective Affiliates (other than any director or manager who is continuing as a director or manager of any of the Company Entities or the Company Subsidiaries following the consummation of the Transactions) shall be required to pass resolutions or consents to approve or authorize the execution or delivery of the Debt Financing or the Preferred Equity Financing or to execute, deliver or enter into, or perform any agreement, certificate, arrangement, document or instrument with respect to the Debt Financing (other than the documents to be delivered pursuant to Sections 7.12(a)(vi) and 7.14, including definitive agreements with respect to the Debt Financing (the “Definitive Financing Agreements”)) or the Preferred Equity Financing, (ii) no obligation of the Company Entities, their respective Affiliates or any of its Subsidiaries or their respective Representatives undertaken pursuant to the reputation or goodwill foregoing shall be effective until Closing (other than the authorization and representation letters to be delivered pursuant to Section 7.12(a)(vi)(A) and the prepayment and termination notices to be delivered pursuant to Section 7.14) and (iii) none of Goldcorp the Company Entities, their respective Affiliates or any of its Subsidiariestheir respective Representatives shall be required to (A) pay any commitment or other similar fee in connection with the Debt Financing or the Preferred Equity Financing or incur any other cost or expense that is not promptly reimbursed by the Parent Entities in connection with the Debt Financing or the Preferred Equity Financing, (B) take any actions to the extent such actions would unreasonably interfere with the ongoing business or operations of the Company Entities and their respective Affiliates, (C) take any actions that would conflict with or violate the Company Entities’ or their respective Affiliates’ organizational documents or any Laws, or that would reasonably be expected to result in a violation or breach of, or default under, any material Contract to which any of them are a party or by which any of their assets are bound, (D) give to any other Person any indemnities in connection with the Financing that are effective prior to the Closing or (E) take any actions that would cause any representation or warranty in this Agreement to be breached or that would cause any closing condition set forth in Article VIII to fail to be satisfied or that would otherwise cause a breach of this Agreement. Nothing contained in this Section 7.12 or otherwise shall require the Company Entities or their respective Affiliates to be an issuer or other obligor with respect to the Debt Financing or the Preferred Equity Financing prior to the Effective Time. (c) Newmont acknowledges The Parent Entities and agrees the Merger Subs acknowledge and agree that the consummation only obligations of the transactions contemplated Company or any of its Affiliates or Representatives with respect to any portion of the Financing prior to the Effective Time are the obligations expressly set forth in this Agreement. The Parent Entities shall, promptly upon request by the Company, reimburse OpCo and the Company Subsidiaries for all out-of-pocket costs and expenses incurred by the Company Entities and the Company Subsidiaries, their respective Affiliates or their respective Representatives in connection with such cooperation by the Company Entities or any of their respective Affiliates and shall indemnify and hold harmless the Company Entities, their respective Affiliates and their respective Representatives for and against any and all liabilities, losses, obligations, damages, costs and expenses of any kind (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due and whether in contract, tort, strict liability or otherwise) suffered or incurred by them in connection with the arrangement of any Financing, any alternative financing, any action taken by them pursuant to this Section 7.12 and any information utilized in connection therewith (other than written information provided by the Company Entities to the Parent Entities or the Merger Subs for use in connection with the Debt Financing or the Preferred Equity Financing), except to the extent resulting from the gross negligence, fraud or willful misconduct of the Company Entities or the Company Subsidiaries or their respective Representatives. (d) Each of the Parent Entities and the Merger Subs acknowledge and agree that it is not a condition to the Closing or to any of the other obligations under this Agreement that the Parent Entities and Merger Subs obtain the Equity Financing, any Financing or any other financing. (e) Notwithstanding anything to the contrary in this Section 7.12 or any other provision of this Agreement, the condition set forth in Section 8.02(b), as it applies to the obligations of the Company Entities under this Section 7.12, will be deemed to be satisfied except in the case where (i) any Company Entity materially breaches its obligations under this Section 7.12, (ii) the Parent Entities have provided the Company prompt written notice informing the Company of such breach, (iii) if curable, the Company Entities have not cured such breach by the earlier of (A) 60 days after the date of such written notice is not conditioned upon given by the consummation of, Parent Entitles to the Company and (B) the Outside Date and (iv) such breach has contributed in any material respect to the failure of the Debt Financing or the receipt by Newmont of the proceeds of, the Debt FinancingPreferred Equity Financing to be obtained.

Financing Cooperation. (a) Goldcorp agrees Prior to and until the Closing, the Company shall use commercially reasonable best efforts to, and shall cause its Subsidiaries, Affiliates, respective officers and directors, employees and agents to, at Parent’s sole cost and expense, provide such customary cooperation that is reasonably requested by Parent or Merger Sub to assist Parent and Merger Sub in connection with causing the conditions to the Financing to be satisfied or as is otherwise reasonably requested by Parent or Merger Sub in connection with Parent’s efforts to provideobtain the Financing and is customarily required for debt financings similar to the Financing, which cooperation may include: (i) furnishing, or causing to be furnished to, Parent, Merger Sub and/or its Debt Financing Sources the Required Information (it being understood that the Company shall have no responsibility for preparing any pro forma financial statements) and to cause each of all other customary pertinent financial, business and other information regarding the Company and its Subsidiaries and each of their respective Representatives to provide, such cooperation as may be reasonably requested by Newmont Parent, (ii) causing members of senior management of the Company to participate in a reasonable number of lender meetings, lender presentations, due diligence sessions (including accounting due diligence sessions), road shows, drafting sessions and rating agency meetings, in each case, upon reasonable advance notice, at mutually agreed locations and times (including by electronic means), (iii) providing reasonable assistance to Parent in its preparation of customary rating agency presentations, lender and investor presentations, offering memoranda, customary bank information memoranda and similar documents reasonably required in connection with the borrowing or an issuance Debt Financing (including by reasonably assisting in the preparation of debt by Newmont and/or any liability management transaction (includingsuch materials that do not include material non-public information), without limitationin each case, any exchange offers, consent solicitations or tender offers) solely with respect to debt existing on information relating to the date hereof of Goldcorp or Company (to the extent related to its business) and its Subsidiaries, (iv) delivering information and documentation related to the Company and its Subsidiaries that is required by the Debt Commitment Letter (collectivelyor any successor provision thereof) and reasonably requested by Parent or the Debt Financing Sources at least ten (10) Business Days prior to the Closing Date with respect to compliance under applicable “know your customer”, a “beneficial ownership and anti-money laundering rules and regulations, including the USA PATRIOT Act, which information shall be provided no later than two (2) Business Days prior to the Closing Date, (v) cooperating with the Financing Sources’ due diligence, to the extent reasonably requested in connection with the Financing, (vi) to the extent required by the Financing Sources, executing and delivering customary authorization letters to the Financing Sources, to the extent such customary authorization letters (or the bank information memoranda in which such letters are included) include language that exculpates the Company, each of its Subsidiaries and their respective Representatives and Affiliates from any liability in connection with the unauthorized use by the recipients thereof of the information set forth in any such bank confidential information memoranda or similar memoranda or report distributed in connection therewith, (vii) providing reasonable and customary assistance with Parent’s preparation, negotiation and execution of definitive financing documentation and the schedules and exhibits thereto (including indentures, loan agreements, guarantees, collateral agreements, hedging arrangements, payoff letters and release agreements, customary officer’s certificates and corporate resolutions or other corporate actions, as applicable) as may reasonably be requested by Parent or Merger Sub and subject to the occurrence of the Closing, (viii) provide reasonable and customary assistance with facilitating the pledging of collateral (including possessory collateral) in connection with the Debt Financing”), includingincluding executing and delivering any customary pledge and security documents or other customary definitive security documents, without limitation to(ix) taking all reasonable actions necessary to permit the Debt Financing Sources to evaluate the Company’s and its Subsidiaries’ current assets, upon cash management and accounting systems, policies, and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing, and (x) using reasonable notice: best efforts to supplement the Required Information on a reasonably current basis to the extent that any Required Information, to the Knowledge of the Company, when taken as a whole and in light of the circumstances under which such statements were made, contains any material misstatement of fact or omits to state any material fact necessary to make such information not materially misleading; provided, that the requested cooperation shall not (A) require the Company or any of its Subsidiaries or their respective Representatives to (i) provide assistance execute, deliver, enter into, approve or perform any agreement, commitment, certificate, document or instrument (excluding any customary authorization letters described in clause (vi) above), or modification of any agreement, commitment, document or instrument, in each case, that would be effective prior to the Effective Time, (ii) deliver or cause the delivery of any legal opinions, (iii) deliver or cause the delivery of any reliance letters or any certificate as to solvency or any other certificate in connection with the Debt Financing, in each case that would be effective prior to the Effective Time, (iv) adopt any discussions resolutions, execute any consents or otherwise take any corporate or similar action or deliver any certificate, in connection with the Debt Financing or the incurrence of and/or furnishindebtedness thereby, in each case, that would be effective prior to the Effective Time, (v) pay any commitment or other similar fee, incur or reimburse any costs or expenses or incur any other liability or obligation of any kind or give any indemnities in connection with the Debt Financing, including under any certificate, agreement, arrangement, document or instrument related thereto, in each case, that would be effective prior to the Effective Time or (vi) prepare stand-alone financial statements for any Subsidiaries of the Company or prepare financial statements which the Company has not historically prepared, (B) require the Company or any of its Subsidiaries to take any action that will conflict with or violate its organizational documents or any Laws or result in a material breach of, or default under, any Company Material Contract (other than any Company Material Contract being entered in contemplation hereof) or otherwise breach any of the Company’s representations, warranties, covenants or agreements under this Agreement, (C) require the Company or any of its Subsidiaries to enter into or approve any binding commitment prior to the Effective Time, or (D) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. In the event this Agreement is terminated pursuant to Section 7.1, Parent shall promptly (and in any event within three (3) Business Days of delivery of documentation evidencing such cost and expenses) reimburse the Company for any out-of-pocket reasonable and documented expenses and costs (including reasonable outside attorneys’ fees and disbursements) incurred in connection with the Company’s or its Affiliates’ or Representatives’ obligations under Section 5.10 or this Section 5.11 and shall indemnify and hold harmless the Company, its Affiliates and their respective representatives from and against any and all losses, damages, claims, costs (including cost of investigation), settlement payments, injuries, liabilities, judgements, awards, penalties, fines or expenses (including reasonable outside attorneys’ fees and disbursements) suffered or incurred by any of them as a result of, or in connection with, (1) such cooperation or any other actions taken by any of them at the request of Parent or Merger Sub pursuant to this Section 5.11, (2) the Financing, and (3) any information used in connection with the Financing (except with respect to written information provided by the Company or any of its Affiliates specifically for inclusion in offering materials relating to the Financing), except, to the extent such losses, damages, claims, costs (including cost of investigation), settlement payments, injuries, liabilities, judgements, awards, penalties, fines or expenses (including reasonable outside attorneys’ fees and disbursements) arose from the fraud, bad faith, or willful misconduct of the Company, its Subsidiaries, or any of their respective Affiliates or representatives. The reimbursement and indemnification obligations of Parent set forth in this Section 5.11 are referred to, collectively, as applicablethe “Reimbursement Obligations”, such businesswhich shall in no event exceed the Cap. Any offering materials, financial statementspresentations, pro forma financials, projections, management discussion and analysis bank information memoranda and other customary financial data and documents prepared by or on behalf of or utilized by ▇▇▇▇▇▇, Merger Sub or their Affiliates, or Parent’s or Merger Sub’s Debt Financing Sources Related Parties, in connection with Parent’s financing activities in connection with the transactions contemplated hereby, which include any information (provided by the Company or any of its Affiliates or Representatives, including diligence materials) reasonably required any offering memorandum, banker’s book, prospectus or similar document used, or any other written offering materials used, in connection with any Debt Financing, (ii) direct their respective independent accountants shall include a conspicuous disclaimer to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided effect that the effectiveness of any such arrangements shall be contingent on the completion none of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp Company or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp Affiliates or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing their or their performance Affiliates’ respective Representatives nor any employees thereof have any responsibility for the content of such document and disclaim all responsibility therefor (other than, in all cases, those responsibilities arising from, directly or indirectly, the fraud, bad faith, or willful misconduct of the Company, its Subsidiaries, or any of their respective obligations under this Section 5.13 Affiliates or any information utilized in connection therewith (except, in the case of this paragraph (iiiRepresentatives) in and shall further include a disclaimer with respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp Company and its Subsidiaries and their respective Affiliates and their and their Affiliates’ respective Representatives from and against in any and all costs suffered or incurred by them oral disclosure with respect to such financing, in each case, including any liability in connection with any Debt Financing and the performance unauthorized use by the recipients thereof of their respective obligations under this Section 5.13 and any the information utilized set forth in connection therewith (other than arising from information provided by Goldcorp such document or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13)oral disclosure. Goldcorp The Company hereby consents to the use of the its and its Subsidiaries’ logos of Goldcorp or its Subsidiaries in connection with any the Debt Financing; provided, provided that such logos are used solely in the ordinary course as is customary for such purpose and in a manner that is not intended to intended, or reasonably likely likely, to harm harm, disparage or disparage Goldcorp or otherwise adversely affect the Company, any of its Subsidiaries or the their reputation or goodwill of Goldcorp or any of its Subsidiaries. goodwill. Notwithstanding anything herein to the contrary, (ci) Newmont acknowledges and agrees that the consummation condition set forth in Section 6.2(b), as it applies in respect of the transactions contemplated by Company’s obligations under this Agreement is Section 5.11, shall be deemed satisfied unless the Company has knowingly and willfully breached its obligations under this Section 5.11 and which such breach directly resulted in Parent not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, being able to obtain the Debt FinancingFinancing and (ii) in no event shall the Company be deemed to have breached its obligations hereunder in the event Parent does not prepare any pro forma financial information.

Financing Cooperation. (a1) Goldcorp agrees Prior to the Closing, the Vendor shall (and shall cause the Corporation to), at the sole cost and expense of the Purchaser (subject to Section 7.2(2) below), use their commercially reasonable efforts to providecause the applicable officers, Employees and advisors, including legal and accounting, of the Corporation, to cooperate with the Purchaser as necessary in connection with the arrangement of any financing as may be customary and reasonably requested by the Purchaser (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Corporation), including using their commercially reasonable efforts to: (a) participate at reasonable times in a reasonable number of meetings, presentations and due diligence sessions; (b) assist the Purchaser and any financing sources in the preparation of bank information memoranda, private placement memoranda and similar documents for any portion of financing; (c) take all corporate actions reasonably requested by the Purchaser to permit the consummation of a financing and to cause each permit the proceeds thereof to be made available to the Purchaser at Closing; (d) execute and deliver any customary credit agreements and pledge and security documents and otherwise reasonably facilitate the granting of its Subsidiaries a security interest (and each of their respective Representatives to provideperfection thereof) in collateral, such cooperation guarantees, mortgages, other definitive financing documents or other certificates, customary closing certificates (including a solvency certificate) and documents as may be reasonably requested by Newmont the Purchaser (provided that no obligation of the Corporation under any agreement or financing document contemplated in this Section 7.2(1) shall be effective until Closing); (e) obtain customary authorization letters with respect to the bank information memoranda and consents of accountants to the use of their reports in any materials relating to a financing; and (f) cooperate reasonably with the due diligence of financing sources, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of the Corporation; provided, however, that the Vendor and the Corporation shall not be obligated to provide or be responsible for any post-Closing or pro forma statements, information, or adjustments desired to be incorporated into any information used in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion procurement of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement financing unless already required to be provided by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries Vendor for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of Prospectus. (2) The Purchaser shall promptly reimburse the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp Vendor for all reasonable and documented out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries the Corporation or the Vendor in connection with such cooperation provided (it being understood and agreed, however, that the Purchaser shall not be responsible for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) amounts that would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity have been incurred in connection with any Debt Financing the transactions contemplated hereby regardless of efforts to obtain financing, or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or otherwise incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont acknowledges and agrees that the consummation independently of the transactions contemplated by this hereby). (3) In the event that the minimum cash requirement in section 7.03(E) of the Signing Date Sagicor Arrangement Agreement is not conditioned upon the consummation ofmet due to excessive redemptions of Alignvest Class A Shares, (a) Alignvest shall use reasonable commercial efforts to seek to obtain additional debt or equity or other financing sufficient to restore Alignvest’s cash level to meet such minimum cash requirement, or make other appropriate arrangements to seek to complete the receipt by Newmont of the proceeds ofSagicor Acquisition Closing, the Debt Financingand (b) Sagicor shall use reasonable commercial efforts to cooperate with Alignvest’s efforts to seek to obtain such financing.

Financing Cooperation. (a) Goldcorp agrees From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject to the limitations set forth in this Section 5.05, and unless otherwise agreed by Parent, the Company will use commercially its reasonable best efforts to providecooperate with Parent and its Affiliates as reasonably requested by Parent in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and to cause each road shows, reasonable assistance in the preparation of its Subsidiaries confidential information memoranda, private placement memoranda, prospectuses, presentations and each of their respective Representatives to provide, such cooperation similar documents as may be reasonably requested by Newmont Parent or any Financing Party, in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (includingeach case, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on information relating to the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp Company and its Subsidiaries in connection with cooperation provided customary marketing efforts of Parent and its Affiliates for in this Section 5.13 all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the extent Company and its Subsidiaries which is prepared by the information requested was not otherwise prepared or available Company in the ordinary course of businessbusiness or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (iii) request that the Company’s independent accountants participate in drafting sessions and accounting due diligence sessions and cooperate with the Financing (including as set forth in the Debt Letters as in effect on the date of this Agreement) or in connection with a customary offering of securities, including the type described in the Commitment Letter, consistent with their customary practice, including requesting that they provide customary consents and comfort letters (including “negative assurance” comfort), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of Financing (including as set forth in the Debt Letters as in effect on the date of this Agreement) or as are customarily required in an underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Prior Notwithstanding anything to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii1) would reasonably be expected to impair or prevent require the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or Company to pay any commitment or other similar fee fees, reimburse any expenses or make any other payment or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (3) require the Company or any of the Company Subsidiaries to enter into or approve any agreement or other liability or provide documentation effective prior to the Closing or agree to provide any indemnity in connection with change or modification of any Debt Financing existing agreement or their performance other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective obligations under this Section 5.13 boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any information utilized in connection therewith (exceptobligation to pay any commitment or other fees or reimburse any expenses) of the Company, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence any of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against under any and all costs suffered certificate, agreement, arrangement, document or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in instrument relating to the Financing pursuant to Section 5.13). Goldcorp hereby consents to shall be effective until the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its SubsidiariesClosing. (c) Newmont acknowledges Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and agrees that expenses (including fees and expenses of counsel and accountants) incurred by the consummation Company, any of the transactions Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Agreement is not conditioned upon Section 5.05 and (ii) indemnify and hold harmless the consummation Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the receipt by Newmont of the proceeds of, the Debt FinancingFinancing and any information used in connection therewith.

Financing Cooperation. (a) Goldcorp agrees The Company shall provide to Parent, and shall cause the respective officers and employees of the Company, and use its commercially reasonable efforts to providecause the Representatives of the Company to provide to Parent, and to cause each of its Subsidiaries and each of their respective Representatives to provideat Parent’s sole expense, such all cooperation as may be reasonably requested by Newmont in connection with the borrowing Parent that is necessary or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financingthird party debt financing transaction or underwritten public offering of Parent Common Stock for cash that Parent may pursue prior to the Closing Date, including the following: (iia) direct their respective furnishing Parent as promptly as reasonably practicable upon request by Parent with all financial statements, financial data and other information regarding the Company and its Subsidiaries of the type that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a public offering of securities of Parent (including for use in Parent’s preparation of pro forma financial statements); and (b) requesting the Company’s independent accountants to provide customary prepare and reasonable assistance deliver “comfort letters,” dated the date of each final offering document used in connection with any Debt Financing, including in connection securities offering by Parent (with providing customary appropriate bring-down comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with delivered on the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness closing date of any such arrangements shall be contingent offering), in compliance with professional standards (including providing “negative assurance” comfort and Statement on Auditing Standards No. 100 review of interim financial statements) and otherwise on terms reasonably acceptable to Parent, as the completion case may be; provided, however, that none of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp Company or any of its Subsidiaries for the purpose of obtaining Debt Financingshall be required to pay any fee or incur any liability in connection with any such financing, including by necessary and no personal liability shall be imposed on any officers, directors or appropriate waivers other Representatives of the Confidentiality Agreement to permit such activitiesCompany. Newmont Parent shall promptly, upon request by the Company, reimburse Goldcorp the Company for all reasonable and documented out-of-pocket costs or and expenses paid to third parties (including advisor’s fees and expenses) incurred by Goldcorp and its Subsidiaries the Company in connection with the cooperation provided for in this Section 5.13 to connection with the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: foregoing and (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and the Company, its Subsidiaries and their respective officers, directors and other Representatives from and against any and all costs liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (collectively, “Losses”) suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 such financing transaction or public offering, and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financingtherewith; provided, however, that such logos are used solely in the foregoing indemnity shall not apply with respect to any Losses resulting from a manner that is not intended to willful or reasonably likely to harm intentional breach of any representation, warranty, covenant or disparage Goldcorp agreement of the Company or any of Company Subsidiaries under this Agreement. All non-public or otherwise confidential information regarding the Company and Company Subsidiaries obtained by Parent, its Subsidiaries Affiliates or their Representatives pursuant to this Section 6.14 shall be kept confidential in accordance with the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont acknowledges and agrees that the consummation terms of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt FinancingParent Confidentiality Agreement.

Financing Cooperation. (a) Goldcorp agrees to In connection with the Debt Financing, the Seller shall use commercially reasonable efforts to provide, and shall use its commercially reasonable efforts to cause each its Representatives, including legal and accounting advisors, to provide (in all cases prior to the Closing), reasonable cooperation in connection with the arrangement of its Subsidiaries and each of their respective Representatives to provide, such cooperation the Debt Financing as may be reasonably requested by Newmont the Purchaser and that is necessary or customary and is reasonably requested by the Purchaser in connection with the borrowing or an issuance Purchaser’s efforts to obtain the Debt Financing, including using commercially reasonable efforts to: (i) as promptly as practicable furnish the Purchaser with information regarding the Business customarily included in marketing materials for financings similar to the financings contemplated by the Debt Commitment Letter; (ii) upon reasonable prior notice, reasonably participate in a reasonable number of meetings, conference calls, presentations and roadshows with prospective lenders and investors, and drafting sessions and otherwise reasonably cooperate with customary marketing efforts for any of the debt financing contemplated by Newmont and/or the Debt Commitment Letter; (iii) reasonably assist the Purchaser and the Lenders with the timely preparation of any liability management transaction customary bank information memoranda, lender presentations, investor presentations and similar customary documents for use in connection with the financing contemplated by the Debt Commitment Letter; (including, without limitation, any exchange offers, consent solicitations or tender offersiv) cause the Transferred Entities to promptly execute and deliver to the Purchaser and the Lenders at least four Business Days prior to the Closing Date all documentation and other information with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably Business that is required in connection with the Debt Financing under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and the requirements of 31 C.F.R. §1010.230, provided that such documentation and other information is requested at least eight Business Days prior to the Closing Date; and (v) cause the Transferred Entities to execute and deliver as of Closing (but not prior to Closing) any guarantee, pledge and security documents, and other definitive financing documents, or other certificates or documents as may be reasonably requested by the Purchaser or the Lenders (but not including any certificate from any officer or employee of the Business with respect to solvency matters) it being understood that such documents will not take effect until the Closing, and otherwise reasonably facilitate the pledging of collateral and the granting of security interests in respect of the financing contemplated by the Debt Commitment Letter (including using commercially reasonable efforts to deliver any original stock certificates and related powers and any original promissory notes and related powers to the extent intended to constitute collateral in respect of the Debt Financing), (ii) direct their respective independent accountants to provide customary it being understood that such pledge and reasonable assistance such documents with not take effect until the Closing; provided that, in connection with any Debt Financing, including in connection complying with providing customary comfort letters and consentsthis Section 5.10(b), (iiiA) obtain customary payoff lettersnone of the Seller, releases any of liens and its Subsidiaries or any of their respective officers, directors, managers, employees, accountants, consultants, legal counsel, agents or other instruments of termination Representatives shall be required to pay (or discharge reasonably requested by Newmont agree to pay) any commitment or other fee or incur any Liability with respect to matters relating to the Debt Financing or enter into any agreement in connection with the repayment of debt of Goldcorp Debt Financing (except to the extent with regard to a Transferred Entity and effective upon or after the Closing), (B) the Seller and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives officers and employees shall not be required to take any action that: that would materially and unreasonably interfere with the operation of the business of the Seller or any of its Subsidiaries, (C) no such cooperation shall be required to the extent that it would (i) would contravene cause any condition to Closing in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ii) reasonably be expected to cause any director, officer or employee of the Seller or any of its Subsidiaries to incur any personal liability or (iii) cause any breach of any applicable Law or any agreement that relates to borrowed money Material Contract or organizational document to which Goldcorp the Seller or any of its subsidiaries are Subsidiaries is a party: , (iiD) would reasonably Seller and its Subsidiaries other than the Transferred Entities shall not be expected required to impair enter into, execute, or prevent the satisfaction of approve any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment agreement or other similar fee or make any other payment or incur any other liability or provide documentation, or agree to provide any indemnity change or modification of any existing agreement or other documentation except as otherwise expressly contemplated by this Agreement, and (E) the only financial statements that the Seller or any of its Subsidiaries shall be required to deliver in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized 5.10(b) shall be the Financial Statements. Nothing in connection therewith (except, in this Agreement will require the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp Seller or any of its Subsidiaries or any of its or their respective Representatives to provide (or be deemed to require the reputation or goodwill of Goldcorp Seller or any of its Subsidiaries. Subsidiaries to prepare) in connection with the Debt Financing (c1) Newmont acknowledges a third-party solvency opinion, (2) any legal opinions or (3) any projections, pro forma financial statements or proposed debt and agrees equity capitalization that the consummation of is required for such pro forma financial statements relating to the transactions contemplated hereby or the Debt Financing (provided, customary information for Purchaser to prepare pro forma financial statements shall not be excluded by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financingclause (3)).

Financing Cooperation. (a) Goldcorp agrees Prior to the Acceptance Time, the Company shall, and shall use commercially reasonable best efforts to providecause its officers, employees, consultants and advisors, including legal and accounting advisors, to, provide to cause each of its Subsidiaries and each of their respective Representatives to provide, Parent such cooperation as may be reasonably requested by Newmont Parent in connection with obtaining the Debt Financing, including, (i) making senior management and advisors of the Company available to participate in a reasonable number of meetings, presentations, and due diligence sessions with proposed lenders or placement agents, and in sessions with rating agencies, in each case at such times as coordinated reasonably in advance thereof, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials for rating agency presentations, bank information memoranda, financial projections and similar documents used in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion Financing and analysis providing customary estimates and other forward-looking financial information regarding the future performance of the business of the Company to the extent reasonably requested by the Debt Financing sources, and providing customary financial data authorization and information (including diligence materials) reasonably required representation letters in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consentstherewith, (iii) obtain customary payoff lettersexecuting and delivering definitive financing documents, releases of liens including pledge and security documents, and certificates, management representation letters and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiariesdocuments, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral (provided that, in each case, to the extent provided in clause (iii) of the first sentence of Section 6.14(b), such liabilitydocuments shall be subject to the Closing and shall only be effective at or after the Effective Time), cost, expense or indemnity is conditional upon (iv) requesting and cooperating in obtaining customary lien terminations and instruments of discharge (the effectiveness of which shall be subject to the Closing and the occurrence of the Effective Time). Newmont shall indemnify , relating to any indebtedness of the Company (it being understood and hold harmless Goldcorp agreed that the Company’s obligations to provide payoff letters in respect of the Existing Loan Agreement are as set forth in Section 6.14(c) below), (v) providing reasonable access by Parent and its Subsidiaries any Debt Financing sources, and their respective Representatives from officers, employees, consultants and against advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company, (vi) assisting with due diligence activities relating to the Company’s financial and other information during normal business hours upon reasonable advance notice, (vii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company reasonably requested by Parent as promptly as practicable following such request (it being agreed that the fiscal year 2013 audited financial statements described in the immediately following clause (1) shall be furnished as soon as they become available and in any event no later than 75 days after December 31, 2013), including (1) the Company’s fiscal year 2013, 2012 and 2011 audited financial statements and (2) the Company unaudited consolidated balance sheets and related statements of income and cash flows for each fiscal quarter ended after the close of its fiscal year 2013 and at least 40 days prior to the Closing Date (viii) taking all costs suffered or incurred by them actions reasonably requested to (A) permit the prospective lenders and placement agents involved in the Debt Financing to evaluate the Company’s assets, business, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (ix) providing at least four (4) Business Days prior to the Acceptance Time all documentation and other information about the Company required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least eight (8) calendar days prior to the anticipated Acceptance Time and (x) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company, (2) delivery of (A) any Debt Financing and other financial information in a form not customarily prepared by the performance of their respective obligations under this Section 5.13 and Company or (B) any financial information utilized in connection therewith with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, unless, except in the Financing pursuant case of clauses (A) and (C), such information is earlier reasonably available to Section 5.13)the Company and reasonably requested by Parent, or (3) the taking of any action that would conflict with or violate (x) the Company’ Certificate of Incorporation or Bylaws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. Goldcorp The Company hereby consents to the use of the its logos of Goldcorp or its Subsidiaries in connection with any the Debt Financing; provided, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries the Company or the reputation or goodwill of Goldcorp the Company or any of its Subsidiarieslogos and on such other customary terms and conditions as the Company shall reasonably impose, and Parent and its representatives shall cease all such use on the date of termination of this Agreement in the event that this Agreement is terminated in accordance with Section 8.01. (b) Nothing in this Section 6.14 shall require the Company to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.14(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any definitive agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and placement agents and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or its securities for purposes of federal securities laws). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company and its representatives in connection with their respective obligations pursuant to this Section 6.14. Parent shall indemnify and hold harmless the Company, its Affiliates and its representatives (collectively, the “Financing Indemnitees”) from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by a Financing Indemnitee (the obligations in this sentence, the “Financing Cooperation Indemnity”). The obligations of Parent in the foregoing sentence shall survive the consummation of the Merger and any termination of this Agreement. After the Effective Time, the Financing Cooperation Indemnity only may be amended or waived in respect of any Financing Indemnitee with the consent of such Financing Indemnitee. (c) Newmont acknowledges The Company shall use reasonable best efforts to deliver to Parent and agrees Merger Sub at least three (3) Business Days’ prior to the Acceptance Time, but in no event later than two (2) Business Days before the Acceptance Time, a payoff letter with respect to the Second Amended and Restated Loan and Security Agreement dated December 22, 2011 by and among the Company and Oxford Finance LLC, Silicon Valley Bank and General Electric Capital Corporation (as amended, supplemented, or otherwise modified from time to time, the “Existing Loan Agreement”), which payoff letter shall substantially provide (subject to customary exceptions) (x) that the consummation upon receipt of the transactions contemplated by this Agreement is not conditioned payoff amount set forth in the payoff letter at or prior to the Effective Time, the respective indebtedness incurred thereunder and related instruments shall be terminated and (y) that all Liens (and guarantees), if any, in connection therewith relating to the assets, rights and properties of the Company securing such Indebtedness, shall be, upon the consummation of, or the receipt by Newmont payment of the proceeds ofamount set forth in the payoff letter at or prior to the Effective Time (and, if applicable, providing for letters of credit or cash collateral) be released and terminated. At or prior to the Effective Time (but subject to the Effective Time occurring), the Debt FinancingCompany shall pay off all amounts outstanding (including related fees and expenses) under the Existing Loan Agreement (up to the extent of cash available to the Company at such time).

Financing Cooperation. (a) Goldcorp agrees Prior to the Closing, the Company shall use commercially reasonable best efforts to provide, and to shall cause each of its Subsidiaries and each of their respective officers, employees and Representatives to use reasonable best efforts to provide, such to Parent, Guarantor and Merger Sub, at Guarantor’s sole cost and expense, all cooperation on a timely basis as may be reasonably requested by Newmont Parent or its Representatives in connection with obtaining the borrowing or an issuance Debt Financing and the arrangement, syndication and consummation thereof, including (i) participating, and causing appropriate advisors of debt by Newmont and/or any liability the Company and appropriate members of management transaction (includingof the Company and its Subsidiaries with appropriate seniority and expertise to participate, without limitationin a reasonable number of calls, meetings, presentations, due diligence sessions, road shows, and drafting sessions with Representatives of Guarantor, any exchange offersDebt Financing Sources (or, consent solicitations in connection with syndication efforts for the Debt Financing, Persons who may become Debt Financing Sources), investors and rating agencies (as the case may be), at reasonable times and with reasonable advance notice, and in each case which may be virtual; (ii) assisting in the preparation of (A) materials for any rating agency presentations and (B) any syndication documents and materials, including lender and investor presentations, rating and bank books, information memoranda (confidential and public) (collectively, the “Syndication Documentation”), including by providing all documentation and information within the Company’s possession or tender offerscontrol for due diligence purposes reasonably requested by ▇▇▇▇▇▇, Guarantor or their respective Representatives in connection with such Debt Financing; (iii) (A) cooperating with advisors, consultants and accountants of Parent, Guarantor and the Debt Financing Sources or potential sources of such Debt Financing (or their designees) with respect to debt existing on the date hereof conduct of Goldcorp any audit, examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any of its Subsidiaries and policies and procedures relating thereto (collectively, a “Debt Financing”and providing all relevant information or documentation reasonably requested in connection therewith), including, without limitation to, upon reasonable notice: including for the purpose of establishing collateral eligibility and values; (iB) provide assistance with any discussions of assisting Parent and Guarantor to establish or maintain cash management procedures and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required bank accounts in connection with any Debt Financing; and (C) cooperating with any back stop, (ii) direct their respective independent accountants to provide customary and reasonable assistance “roll over” or termination of any existing letters of credit in connection with any Debt FinancingFinancing Documents (it being understood and agreed that any prepayment and/or redemption are (and shall be) contingent upon the occurrence of the Closing and no actions shall be required which would obligate the Company or its Subsidiaries to complete such prepayment or redemption prior to the occurrence of the Closing); (iv) to the extent customary and not prohibited by applicable Law, including assisting and facilitating the granting of guaranty, security interest or pledging of collateral related to such Debt Financing (and any perfection of such security interests or collateral pledges); provided, that any collateral to be pledged or security interest to be granted by Parent, Guarantor or Merger Sub in connection with providing customary comfort letters such Debt Financing that in any manner involves the Company, any of its Subsidiaries or any of their respective assets shall not be effective prior to the Effective Time; (v) as promptly as reasonably practicable furnishing Parent, Guarantor and consents, (iii) obtain customary payoff letters, releases of liens their respective Representatives promptly with all documentation and other instruments information required in connection with such Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; (vi) as promptly as reasonably practicable furnishing Parent, Guarantor and their respective Representatives with the Financing Information; (vii) assisting in the preparation and facilitating the execution and delivery (in the case of termination execution and delivery, solely to the extent any such execution would only be effective on or discharge reasonably requested by Newmont after the Closing Date) of any definitive financing documentation required in connection with the repayment Debt Financing and the schedules and exhibits thereto, in each case, required to be delivered under such definitive financing documentation, including credit agreements (or joinders thereto), pledge and security documents, mortgages, schedules, and other definitive financing documents and deliverables, including providing factual information in connection with any of debt the foregoing; (viii) providing customary authorization letters authorizing the distribution of Goldcorp information relating to the Company and its Subsidiaries to any Debt Financing Source and containing a customary representation to the Debt Financing Sources as to the presence or absence of material non-public information relating to the Company and its Subsidiaries; (provided that ix) authorizing ▇▇▇▇▇ Fargo Capital Finance, LLC, as administrative and collateral agent under its Existing Credit Facility, to share with the effectiveness Debt Financing Sources the field exams, appraisals and other information relating to the Company’s assets and operations delivered from time to time pursuant to the Existing Credit Facility and coordinating the actual delivery of any such arrangements shall be contingent on field exams, appraisals and other information to the completion Debt Financing Sources; (x) assisting Guarantor in procuring public ratings (but no specific ratings) for the component of the ArrangementDebt Financing consisting of a term loan facility from each of Standard & Poor’s Financial Services LLC (“S&P”) and ▇▇▇▇▇’▇ Investors Service, Inc. (iv“▇▇▇▇▇’▇”), and a public corporate credit rating (but no specific rating) authorize and facilitate discussionsa public corporate family rating (but no specific rating) in respect of the borrower under such Debt Financing and after giving effect to the Transactions from each of S&P and Moody’s, meetings respectively and other engagement by Newmont, (xi) ensuring that any syndication efforts for the Debt Financing benefit materially from the Company’s and its Subsidiaries’ existing lending and investment banking relationships. (b) Nothing in this Section ‎6.16 will require the Company or its Subsidiaries to (i) waive or Affiliates amend any terms of this Agreement, pay any commitment fee or similar fee or agree to pay any other fees or reimburse any expenses or otherwise issue or provide any indemnities prior to the Closing Date, for which it has not received prior reimbursement or is not otherwise indemnified or entitled to reimbursement by or on behalf of Guarantor; (ii) take any action that, in the good faith determination of the Company, would unreasonably interfere with the current lendersconduct of the business of the Company in any material respect; (iii) execute any Contract, noteholders adopt any resolutions, execute any consents or otherwise take any corporate or similar action to be effective prior to the Closing (other than customary authorization and representation letters contemplated in connection with any Syndication Documentation) (and, in each case, only by their respective directors, officers, managers or other providers of existing indebtedness to Goldcorp Persons holding similar positions at the Company or any of its Subsidiaries for who are expected to continue to hold such positions following the purpose Closing); (iv) take any action that would result in any employee, officer or director of obtaining the Company or any of its Subsidiaries incurring any personal liability with respect to any matters relating to the Debt Financing; (v) provide any legal opinion on or prior to the Closing that is not contingent upon the Closing or that must be effective prior to the Effective Time (other than customary representation letters, including financial officer certificates and bank authorization letters); (vi) take any action that would conflict with or violate its Organizational Documents or any applicable Law in any material respect or would result in a material violation or breach of, or default under, any material Contract to which the Company or any of its Subsidiaries is a party; or (vii) disclose or provide any information the disclosure to the extent it could result in (x) a loss or waiver of any privilege or (y) in the disclosure of any Trade Secrets not otherwise required to be provided under this Agreement or the violation of any confidentiality obligation; provided, however, that the Company, the Company’s Subsidiaries and their respective Representatives shall use reasonable best efforts to provide an alternative means of disclosing or providing such information, and in the case of any confidentiality obligation, the Company or such Subsidiary shall, to the extent permitted by necessary or appropriate waivers such confidentiality obligations, notify Guarantor if any such information that Guarantor has specifically identified and requested is being withheld as a result of any such obligation of confidentiality. (c) Promptly upon request (but in any event within 30 days thereafter) by the Confidentiality Agreement to permit such activities. Newmont shall Company, Parent will reimburse Goldcorp the Company for all any reasonable and documented out-of-pocket costs or and expenses (including reasonable and documented attorneys’ fees) incurred by Goldcorp and its Subsidiaries the Company in connection with the cooperation provided for in of the Company contemplated by this Section 5.13 to ‎6.16; provided that the extent the information requested was Company (and not Parent) shall be responsible for any amounts that would otherwise prepared or available have been incurred in the ordinary course absence of businessthe transactions contemplated by this Agreement. (bd) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall The Company will be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp indemnified and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify held harmless by ▇▇▇▇▇▇ and hold harmless Goldcorp and its Subsidiaries and their respective Representatives Guarantor from and against any and all costs liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties and amounts paid in settlement suffered or incurred by them in connection with any their cooperation in arranging the Debt Financing and pursuant to this Agreement or the performance provision of their respective obligations under this Section 5.13 and any information utilized in connection therewith (therewith, in each case, other than arising from as a result of (i) information relating to the Company and its Subsidiaries provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use on behalf of the logos of Goldcorp or Company and its Subsidiaries in connection with the Debt Financing that is determined to be materially false or misleading or omit to state any material fact necessary to make the required information not materially false or misleading or (ii) fraud, bad faith, gross negligence or willful misconduct by or on behalf of such Person. (e) The Company hereby grants to Guarantor a non-exclusive, non-sublicensable, non-transferable, royalty free, limited license to use the Marks included in the Company Intellectual Property prior to the Closing Date solely in connection with the Debt Financing; provided, that such logos Marks are used solely in a manner that is not intended to or to, and is not reasonably likely to to, harm or disparage Goldcorp the Company or any of its Subsidiaries or their reputation. All uses of such Marks by Guarantor shall be in connection with business operations, products, services and materials of quality equivalent to or higher than those in connection with which the reputation or goodwill of Goldcorp or any of its SubsidiariesMarks were used prior to the date hereof, and Guarantor shall use the Marks in a manner consistent with the Company’s standards, quality, style and image, including in connection with the Company’s guidelines as may be provided from time to time in writing to Guarantor. (cf) Newmont Notwithstanding anything in this Agreement to the contrary, each of Parent, Guarantor and ▇▇▇▇▇▇ Sub acknowledges and agrees that obtaining the consummation Debt Financing is not a condition to the obligations of the transactions contemplated by parties to consummate the Merger in accordance with the terms and provisions of this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt FinancingAgreement.

Financing Cooperation. (ai) Goldcorp agrees Prior to the Closing, the Company shall use its reasonable best efforts to provide to Parent and Merger Sub, and shall cause each of its Subsidiaries to use its reasonable best efforts to provide, and shall use commercially reasonable efforts to providecause its non-legal Representatives, including accounting, to provide (in each case at Parent’s sole expense) all cooperation reasonably requested by Parent that is customary in connection with the arrangement of any Debt Financing in connection with the transactions contemplated hereby, including, but not limited to using commercially reasonable efforts to (provided, however, that nothing in this Section 7.13 shall require the Company, its Subsidiaries or any of its or their Representatives to disclose any information that is subject to attorney-client, attorney work product or similar privilege or to contravene Law or violate any Contract), (i) assist in preparation for and participate (and use commercially reasonable efforts to cause management of an appropriate level to participate) in a reasonable number of meetings (but no more than two (2) in person “bank meetings” and additional telephonic meetings at reasonably agreed times), due diligence sessions, drafting sessions, and presentations with prospective lenders and rating agencies, (ii) assist Parent with the timely preparation of customary materials for bank information memoranda and ratings agency presentations (and assisting in the obtaining of corporate, credit and facility ratings from ratings agencies), and similar documents required to cause each be delivered in connection with the Debt Financing (including executing a customary authorization letter to the extent reasonably requested by the Debt Financing Source authorizing the distribution of information about the Company and its Subsidiaries to prospective lenders), (iii) furnish Parent with the historical financial statements of the Company reasonably requested by the Debt Financing Sources (subject to the immediately following proviso, the “Required Financial Information”), (iv) provide Parent and each of their respective Representatives Merger Sub with information reasonably necessary to provide, such cooperation complete customary perfection certificates and other customary loan documents as may be required in connection with the Debt Financing as may be reasonably requested by Newmont Parent or the Merger Sub, (v) assist Parent in connection with delivering original stock certificates in the borrowing possession of the Company, if any, and original stock powers (or, if any, similar documents for limited liability companies) to the extent customary and reasonably required on or an issuance of debt prior to the Closing Date by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) definitive documentation with respect to debt existing on the date hereof Debt Financing (including assisting in obtaining copies thereof prior to the Closing Date), and (vi) take reasonable corporate actions, subject to and only effective upon the occurrence of Goldcorp or its Subsidiaries (collectivelythe Closing, a “reasonably necessary to permit the consummation of the Debt Financing”); provided, including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements Company shall not be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussionsrequired to provide, meetings and other engagement by Newmont, or cause its Subsidiaries or Affiliates with the current lendersRepresentatives to provide, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in under this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b7.13(c) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (iA) would contravene unreasonably interferes with the ongoing business of the Company or its Subsidiaries; (B) causes any applicable Law covenant, representation or any agreement that relates warranty in this Agreement to borrowed money to which Goldcorp or any of its subsidiaries are a party: be breached; (iiC) would reasonably be expected to impair or prevent the satisfaction of causes any condition set forth in Article 6 hereofVIII to fail to be satisfied or otherwise causes the breach of this Agreement; (D) requires the Company or (iii) would subject such Person its Subsidiaries, prior to actual or potential liabilitythe Closing, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment incur or incur become subject to any other liability or provide or agree to provide any indemnity obligation in connection with any the Debt Financing which is not otherwise funded or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith promptly reimbursed by Parent; and (except, in E) requires the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp Company and its Subsidiaries and or their respective Representatives from and against directors, officers, managers or employees to execute, deliver or enter into, or perform any and all costs suffered agreement, document, certificate or incurred by them in connection instrument with any respect to the Debt Financing and the performance directors and managers of their respective obligations under this Section 5.13 the Company and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in shall not be required to adopt resolutions approving the Financing agreements, documents and instruments pursuant to Section 5.13)which the Debt Financing is obtained. Goldcorp So long as requested by Parent at least ten (10) days prior to the Closing Date, the Company will, and will cause each of its Subsidiaries to, use commercially reasonable efforts to furnish Parent and the Merger Sub promptly, and in any event at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Company and its Subsidiaries that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the beneficial ownership regulation set forth in 31 C.F.R. § 1010.230. The Company hereby consents to the use of the its and its Subsidiaries’ trademarks, service marks or logos of Goldcorp or its Subsidiaries in connection with any the Debt Financing; provided, that such trademarks, service marks or logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp the Company or any of its Subsidiaries or the reputation or goodwill of Goldcorp the Company or any of its SubsidiariesSubsidiaries or any of their respective intellectual property rights. At least one (1) Business Day prior to the anticipated Closing Date, the Company will deliver to Parent a customary payoff letter in form reasonably acceptable to Parent executed by the lenders of the Credit Agreement, which letter will set forth (a) the total amount required to be paid at the Effective Time to satisfy in full the repayment of all Indebtedness outstanding under the Credit Agreement and, if any, all prepayment penalties, premiums and breakage costs that become payable upon such repayment and any other fees or expenses outstanding thereunder (the “Payoff Amount”), (b) the lenders’ obligation to release all liens and other security securing the Credit Agreement at Parent’s expense immediately after receiving the Payoff Amount, and (c) wire transfer instructions for paying the Payoff Amount. Notwithstanding the above, all corporate, limited liability or other organizational actions shall be deemed to become effective only if and when the Closing occurs and shall be derived exclusively from the authority of, and shall only be taken by, the board of directors of the Company and its Subsidiaries or other governing body of the Company and its Subsidiaries as constituted after giving effect to the Closing. (cii) Newmont acknowledges Upon the Company’s request, Parent will reimburse the Company for all reasonable and agrees that the consummation documented out-of-pocket costs, fees and expenses incurred by or on behalf of the transactions contemplated Company or any of its Subsidiaries in connection with this Section 7.13. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives for any liabilities incurred by any of them in connection with any action taken by them pursuant to this Section 7.13 (other than arising from fraud, gross negligence or intentional misrepresentation on the part of the Company or its Subsidiaries or Representatives), whether or not the Merger is consummated or this Agreement is terminated in accordance with Article IX. Parent and Merger Sub acknowledge and agree that Section 7.13 shall not conditioned upon create any independent conditions to Closing and that obtaining the consummation of, or Financing is not a condition to the receipt by Newmont of the proceeds of, the Debt FinancingClosing.

Financing Cooperation. (a) Goldcorp agrees Subject to use Section 6.11(a) and the remaining provisions of this Section 6.12, prior to the Merger Closing, the Company shall and shall cause its Subsidiaries to, at Parent’s sole expense, reasonably cooperate with Parent in connection with Parent’s arrangement of the Debt Financing, which cooperation by the Company shall consist of, at the reasonable request of Parent, (i) furnishing Parent with the financial information regarding the Company and its Subsidiaries required by clause (ii) of paragraph (e) of Exhibit C to the Debt Commitment Letters (for the avoidance of doubt, giving effect to the last sentence of such paragraph (f)) (the “Required Financial Information”), provided, however, for the avoidance of doubt, that such information shall not include, and Parent shall be solely responsible for, the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information, (ii) using reasonable best efforts to cause its senior officers to be available, during normal business hours and upon reasonable advance notice, to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies in connection with the Debt Financing, (iii) using reasonable best efforts, upon Parent’s prior written request, to furnish Parent at least five (5) Business Days prior to the Merger Closing with reasonable documents or other information relating to the Company or its Subsidiaries required by bank regulatory authorities with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2011, (iv) using commercially reasonable efforts to provide, assist Parent in obtaining accountants’ comfort letters from the Company’s independent accountants on customary terms and to cause each of its Subsidiaries and each of their respective Representatives to provide, such cooperation as may be reasonably requested by Newmont consistent with the accountants’ customary practice in connection with the borrowing or an issuance of debt Debt Financing, (v) using reasonable best efforts to furnish Parent, quarterly financial and operating data relating to the Company and its Subsidiaries’ assets and operations that is reasonably requested by Newmont and/or any liability management transaction Parent, (includingvi) using reasonable best efforts to obtain attorney audit response letters reasonably requested by Parent and customary for financings similar to the Debt Financing, without limitation, any exchange offers, consent solicitations or tender offers(vii) providing requested authorization letters to the Financing Sources (including with respect to debt existing on absence of material non-public information about the date hereof of Goldcorp or Company and its Subsidiaries (collectively, a “Debt Financing”and their securities in the public-side version of the documents distributed to prospective lenders), including(viii) assisting with the preparation of appropriate and customary materials for rating agency presentations, without limitation tooffering documents, upon reasonable notice: (i) provide assistance with any discussions of and/or furnishprivate placement memoranda, as applicablebank information memoranda, such business, financial statements, pro forma financials, projections, management discussion prospectuses and analysis and other customary financial data and information (including diligence materials) reasonably similar documents customarily required in connection with any Debt Financingdebt financings, (iiix) direct their respective independent accountants using commercially reasonable efforts to provide any customary and reasonable assistance payoff or similar letters in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases debt facilities of liens and other instruments of termination the Company or discharge reasonably requested by Newmont its Subsidiaries or Affiliates being terminated in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion consummation of the Arrangement) transactions contemplated hereby and (ivx) authorize agreeing to enter into such agreements and facilitate discussionsto use its commercially reasonable efforts to deliver such officer’s certificates, meetings as are customary in financings of such type and other engagement by Newmontotherwise grant liens on, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers assets of existing indebtedness to Goldcorp the Company or any of its Subsidiaries pursuant to such agreements as may be reasonably requested; provided, however, that no obligation of the Company or any of its Subsidiaries under any such agreement, pledge or grant shall be effective until the Effective Time. Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment upon any private placement memoranda or similar documents, or any materials for rating agencies, that include information about the purpose Company or any of obtaining its Subsidiaries prepared in connection with the Debt Financing, including and Parent shall include in such memoranda, documents and other materials, comments reasonably proposed by necessary or appropriate waivers the Company. Following Parent’s request, the Company will update the Required Financial Information so that such Required Financial Information remains in compliance with GAAP (except in the case of the Confidentiality Agreement unaudited statements, as permitted by Form 10-Q or other rules or regulations of the SEC) and does not contain any untrue statement of material fact or omit to permit such activitiesstate any material fact necessary in order to make the statements contained therein not misleading. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (iA) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or fee, (B) incur any other liability of any kind (or cause their respective Representatives to incur any liability of any kind) prior to the Effective Time, (C) enter into any binding agreement or commitment in connection with the Debt Financing (or any Alternative Financing) that is not conditioned on the occurrence of the Effective Time and does not terminate without liability to the Company or any of its Subsidiaries upon termination of this Agreement, or (D) take any action that would (I) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, (II) cause any representation or warranty in this Agreement to be breached, (III) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability, (IV) conflict with the Charter, the Bylaws (or similar organizational documents of any of the Subsidiaries of the Company) or any Laws, (V) result in the contravention of, or that could reasonably be expected to result in a violation or breach of, or a default under, any contract to which the Company or any of its Subsidiaries is a party, (VI) provide access to or agree disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (VII) prepare separate financial statements for any Subsidiary of the Company or change any fiscal period, or (VIII) authorize any corporate action prior to provide the Effective Time. (b) Parent shall promptly reimburse the Company for any indemnity reasonable and documented out-of-pocket expenses and costs (including reasonable attorneys’ fees) incurred by the Company, its Subsidiaries and their respective Representatives in connection with any cooperation contemplated by this Section 6.12. The Company, its Affiliates and their respective Representatives (collectively, the “6.12 Indemnitees”) shall be indemnified and held harmless by Parent for and against any and all liabilities, losses, damages, claims, costs, expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation), interest, awards, judgments and penalties suffered or incurred, directly or indirectly, by the 6.12 Indemnitees in connection with the arrangement of the Debt Financing (or their performance any Alternative Financing), any refinancing of their respective obligations under indebtedness contemplated by this Section 5.13 or Agreement and/or any information utilized in connection therewith (except, in or the case Company’s cooperation with respect thereto. This Section 6.12(b) shall survive the consummation of the Merger and the Effective Time and any termination of this paragraph (iii) in respect of Goldcorp Agreement, and its Subsidiariesis intended to benefit, to and may be enforced by, the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries 6.12 Indemnitees and their respective heirs, executors, estates, personal representatives, successors and assigns, and shall be binding on all successors and assigns of Parent. All nonpublic or other confidential information regarding the Company or any of its Subsidiaries obtained by Parent, Merger Sub or their Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under pursuant to this Section 5.13 and any information utilized 6.12 shall be kept confidential in connection therewith accordance with the Confidentiality Agreement. (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp c) The Company hereby consents to the use of the logos of Goldcorp or its and its Subsidiaries logos in connection with any the Debt Financing; provided, that however, that, such logos are used solely in a manner that is reasonable and customary for such purposes that does not suggest that the Company or any of its Subsidiaries has any responsibility for the documents or materials in which such logos are used (or the contents thereof) and that is not intended to or reasonably likely to harm or disparage Goldcorp the Company or any of its Subsidiaries or the reputation or goodwill of Goldcorp the Company or any of its SubsidiariesSubsidiaries or any of their respective products, services, offerings or Intellectual Property Rights. (cd) Newmont acknowledges and agrees that Notwithstanding anything to the consummation contrary contained in this Agreement, the condition set forth in Section 7.2(b), as it applies to the Company’s obligations under this Section 6.12, shall be deemed satisfied if (i) the Company’s breach(es), if any, of its obligations under this Section 6.12 did not cause the failure of the transactions contemplated by Debt Financing to be obtained or (ii) Parent does not have the right to terminate this Agreement is not conditioned upon pursuant to Section 8.1(d)(i) as a result of any breaches of this Section 6.12 by the consummation of, or the receipt by Newmont of the proceeds of, the Debt FinancingCompany.

Financing Cooperation. (a) Goldcorp Parent, REIT Merger Sub and Partnership Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to consummate and obtain at or prior to the Closing the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter or, if Parent determines that such Debt Financing will not be so obtained, Financing from alternative sources in an amount sufficient, together with funds otherwise available to Parent, to fund the REIT Merger Consideration, Partnership Merger Consideration and Share Awards required at the Closing on terms not materially less favorable to Parent than set forth in the Debt Commitment Letter (the “Alternate Financing”), including using reasonable best efforts to (i) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and subject only to the conditions contained in the Debt Commitment Letter (including, to the extent required, the full exercise of any “flex” provisions contained in the Redacted Fee Letter) or the Alternate Financing (the “Financing Agreements”), (ii) satisfy on a timely basis all conditions applicable to Parent, REIT Merger Sub or Partnership Merger set forth in the Debt Commitment Letter (or any replacement commitment letter for an Alternate Financing) and the Financing Agreements and comply with their obligation thereunder, and (iii) prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Debt Financing or any Alternate Financing. Parent shall promptly deliver to the Company true and complete copies of any commitment letter (including Redacted Fee Letters) and similar documents relating to any Alternate Financing. (b) Without limiting Section 7.6, subject to and in accordance with applicable Law, the Company agrees to, and to cause Company LP and the Company Subsidiaries to, and to use commercially reasonable efforts to provide, and to cause each of its Subsidiaries and each of their respective Representatives to, provide all cooperation reasonably requested by Parent and any Financing Sources in connection with any Financing, including: (i) furnishing to provideParent and such Financing Sources as promptly as practicable the Required Information and periodically updating the Required Information so that it is complete and correct in all material respects and does not include an untrue statement of a material fact or omit to state a fact necessary to make the statements, in the light of the circumstances under which they were made, not misleading; (ii) using commercially reasonable efforts to provide information within its control that is reasonably requested by Parent or any Financing Sources for the preparation of private or public customary confidential information memoranda, private placement memoranda, registration statements, prospectuses and supplements thereto and offering documents otherwise customary for such cooperation Financing (collectively, the “Offering Materials”) and roadshows and other customary marketing materials to be used in connection with such Financing reasonably deemed necessary by such Financing Sources to complete a successful syndication or offering of such Financing or otherwise in connection with such Financing, including customary authorization letters that confirm that the public version of any bank confidential information memorandum does not include any material non-public information with respect to the Company, Company LP and the Company Subsidiaries, and participating (including the participation of Company Representatives) in reasonable due diligence sessions and informational meetings with Parent, any Financing Sources (including potential Financing Sources) and their respective Representatives related to any Financing; (iii) causing the Company’s, Company LP’s and Company Subsidiaries’ (as applicable) independent auditors to reasonably cooperate with respect to any Financing consistent with customary practice, including by providing customary “comfort letters” (including customary “negative assurances” and pro forma financial statement comfort) and customary assistance with the due diligence activities of Parent and any Financing Sources, and customary consents to the inclusion of audit reports in any relevant marketing materials, registration statements and related government filings, and causing the Company’s, Company LP’s and Company Subsidiaries’ legal counsel to provide customary assistance with the due diligence activities of Parent and any Financing Sources; (iv) taking all reasonable actions and providing all information related to the Company that is reasonably available to it to assist Parent in the consummation of any Financing, including the preparation of definitive agreements for such Financing, as may be reasonably requested by Newmont in connection with the borrowing or an issuance of debt by Newmont and/or Parent; (v) delivering to Parent and any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, Financing Sources as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis promptly as reasonably practicable all documentation and other customary financial data information requested by Parent and information any Financing Sources and required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; (including diligence materialsvi) reasonably required cooperating with Parent and the Financing Sources to facilitate the consummation of any Financing to the extent within the control of the Company, Company LP and the Company Subsidiaries, including reasonably cooperating with Parent, REIT Merger Sub and Partnership Merger Sub to satisfy any conditions precedent to any Financing; and (vii) using commercially reasonable efforts to obtain a rating for any debt securities offered in connection with any Debt Financing. Subject to the prior review by, and consent of, the Company (ii) direct their respective independent accountants such consent not to provide customary be unreasonably withheld or delayed), the Company’s, Company LP’s and reasonable assistance the Company Subsidiaries’ logos may be used in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp the Company, Company LP or any of its the Company Subsidiaries or the reputation or goodwill of Goldcorp the Company, Company LP or the Company Subsidiaries. Notwithstanding anything to the contrary in this Section 7.17(b) or any other provisions of this Agreement, (A) prior to the Closing, none of the Company, Company LP or any of the Company Subsidiaries shall have any responsibility for, or incur any liability to, any Person under or in connection with the transactions contemplated by any Financing, definitive Financing Agreement or any certificate, document or instrument relating to any Financing, (B) none of the Company, Company LP or any of the Company Subsidiaries shall be required to take any action (i) under or in connection with the transactions contemplated by any agreement, certificate, document or instrument relating to any Financing that is not contingent upon the Closing Date (including the entry into any agreement that is effective before the Closing Date), (ii) that would reasonably be expected to cause any trustee, director, officer or employee of the Company, Company LP or any of the Company Subsidiaries to incur any personal liability relating to any Financing, (iii) that will conflict with or violate its Organizational Documents or any applicable Laws, or (iv) that would cause any condition to the Closing to fail to be satisfied or otherwise cause any material breach of this Agreement, (C) the pre-Closing board of trustees (or similar governing body) of the Company, Company LP and any of the Company Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which any Financing is obtained, (D) none of the Company, Company LP or any of the Company Subsidiaries shall be required to execute any definitive Financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with any Financing Agreements that are effective prior to the Closing, and (E) none of the Company, Company LP or any of the Company Subsidiaries shall be required to take any trust, limited partnership or limited liability company actions that are effective prior to the Closing to permit the consummation of any Financing. None of the Company, Company LP or any of the Company Subsidiaries, or any of their respective Representatives, shall have any liability to Parent or any of its Affiliates in respect of any financial statements, other financial information or data or other information provided pursuant to this Section 7.17(b). Notwithstanding anything to the contrary, the condition set forth in Section 8.2(b), as it applies to the Company’s obligations under this Section 7.17(b) shall be deemed satisfied unless any Financing has not been obtained primarily as a result of the Company’s, Company LP’s or the Company Subsidiaries’ willful and material breach of its obligations under this Section 7.17(b). (c) Newmont acknowledges Parent shall, promptly upon demand by the Company, reimburse the Company for all reasonable out-of-pocket costs and agrees expenses incurred by the Company, Company LP, the Company Subsidiaries and their respective Representatives in connection with the cooperation required by or requested pursuant to this Section 7.17. Parent, REIT Merger Sub and Partnership Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, Company LP, the Company Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of any Financing and any information utilized in connection therewith (other than historical information related to the Company, Company LP and the Company Subsidiaries) except to the extent finally determined by a court of competent jurisdiction to have arisen from the Company’s, Company LP’s or any Company Subsidiary’s fraud, gross negligence or willful misconduct. (d) All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives pursuant to this Section 7.17 shall be kept confidential in accordance with the Nondisclosure Agreement, and Parent shall be liable for any breach of this provision or the Nondisclosure Agreement by Parent or any of its Representatives to the same extent as if the breach had been committed directly by Parent. (e) For purposes of clarity, the parties acknowledge and agree that in no event shall the consummation of all or any portion of any Financing constitute a condition to the transactions contemplated by this Agreement is not conditioned upon the consummation of, Closing hereunder (pursuant to Article 8 or the receipt by Newmont of the proceeds of, the Debt Financingotherwise).

Financing Cooperation. (a) Goldcorp agrees Prior to the Closing, the Company shall use its commercially reasonable efforts to provideprovide cooperation reasonably requested by Parent in connection with the arrangement and consummation of any third-party debt financing for the purpose of financing the transactions contemplated hereby (provided that such requested cooperation does not unreasonably interfere with the ongoing operations or business of the Company or any Company Subsidiary), including: (i) participating in meetings, presentations, marketing sessions (including with ratings agencies) and to cause each of its Subsidiaries due diligence sessions and each of their respective Representatives to provide, promptly furnishing such cooperation reasonably available information (including financial information) as may be reasonably requested by Newmont Parent; (ii) assisting with the preparation of materials for presentations, memoranda and similar documents required in connection with the borrowing or an issuance such financing and participating in a reasonable number of debt customary meetings with potential financing sources and senior management; (iii) executing and delivering any definitive financing documents and certificates as may be reasonably requested by Newmont and/or any liability management transaction Parent (including, without limitation, a certificate of the Chief Financial Officer (or equivalent reasonably satisfactory to Parent) of the Company and any exchange offers, consent solicitations or tender offers) Company Subsidiary with respect to debt existing on solvency matters) and otherwise facilitating the date hereof pledging of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions collateral and the providing of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information guarantees (including diligence materials) reasonably providing reasonable and customary information required in connection with any Debt Financing, the pledging and identification of intellectual property to the extent specifically requested by Parent); (iiiv) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge the extent reasonably requested by Newmont the Parent in connection with writing at least ten (10) Business Days prior to the repayment due date therefor, furnishing all documentation and other information about the Company and the Company Subsidiaries that the potential financing sources have reasonably requested for compliance under applicable “know your customer” and anti-money-laundering rules and regulations; and (v) obtaining the release and termination of debt of Goldcorp liens on Company and its Subsidiaries (Company Subsidiary assets, provided that neither the effectiveness of Company nor any Company Subsidiary shall be required to be an issuer or obligor with respect to such financing, or incur any obligation under any such arrangements documents or certificates that is effective, in each case, prior to the Effective Time. Nothing herein shall be contingent on require the completion of Company to provide such cooperation described in the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 foregoing sentence to the extent it would require the information requested was Company or any Company Subsidiary to agree to pay any fees, reimburse any expenses or give any indemnities prior to the Effective Time for which it is not otherwise prepared reimbursed or available in the ordinary course of businessindemnified. (b) Prior to the Effective Date, none Each of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp Parent and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont Purchaser acknowledges and agrees that the consummation obtaining of any financing (debt or otherwise, including the transactions contemplated by this Agreement Financing) is not conditioned upon a condition to the consummation of, Offer or the receipt by Newmont of the proceeds of, the Debt FinancingClosing.

Financing Cooperation. (a) Goldcorp agrees to During the Interim Period, the Plains Parties shall use commercially reasonable efforts to provide, and shall use commercially reasonable efforts to cause each of its Subsidiaries and each of their respective Representatives to provide, to Oryx and its Affiliates all cooperation reasonably requested in connection with obtaining, arranging, marketing and syndicating the Debt Financing, including using commercially reasonable efforts with respect to: (i) participation by senior management of the Plains Parties in not more than (x) two lender or investor meetings and (y) one ratings agency meeting for each ratings agency that is assigning a rating to the Debt Financing, in each case, at such cooperation times and locations as may to be mutually agreed; (ii) delivering to Oryx and its Financing Sources, as promptly as reasonably practicable, such financial statements and financial, operational or other information or data relating to the Plains Parties or the Plains Permian Assets to the extent reasonably requested by Newmont Oryx in connection with the borrowing Debt Financing and customary with respect thereto, including the (A) Plains Audited Financial Statements and (B) the audited consolidated balance sheet and the related statement of income of the Plains Permian Assets as of and for the period ended December 31, 2021, to be delivered no later than April 30, 2022, unless Closing has occurred prior to April 30, 2022; and (iii) provide documentation and other information reasonably requested by Oryx or an issuance of debt by Newmont and/or any liability management transaction (the Financing Sources as required under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and beneficial ownership regulations, which in any exchange offersevent shall be provided at least four Business Days prior to the Closing Date to the extent requested at least nine Business Days prior to the Closing Date. The Plains Parties shall deliver to Oryx and its Financing Sources, consent solicitations or tender offersan unaudited consolidated balance sheet and summary of unaudited interim operating results for the Plains Permian Assets for each fiscal quarter that ends both (x) after April 1, 2021 and (y) at least 60 days prior to the Closing Date. Notwithstanding any other provision set forth herein, the Plains Parties agree that they will share customary projections contained within any budget related to the Company Parties, and that Oryx may share such customary projections with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries Financing Sources identified in the Debt Commitment Letter (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance and that such Financing Sources may share such information with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required potential Financing Sources in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont marketing efforts in connection with the repayment of debt of Goldcorp and its Subsidiaries Debt Financing). Notwithstanding the foregoing, such requested cooperation shall not (provided that 1) unreasonably interfere with the effectiveness of any such arrangements shall be contingent on the completion ongoing operations of the ArrangementPlains Parties, (2) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with require the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or Plains Parties to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity obligation in connection with the Debt Financing, (3) require the Plains Parties to waive or amend any terms of this Agreement, any organizational documents of the Plains Parties or any other Contract to which any of them is a party, (4) require the Plains Parties to make any representation or warranty, (5) require the execution and delivery of, or require any action, liability or obligation of the Plains Parties under, any certificate, agreement, arrangement, document or instrument relating to the Debt Financing or their performance of their respective obligations (6) require any Person other than the obligors under this Section 5.13 the Debt Financing to issue any bank information memoranda or any information utilized similar documents required in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, relation to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time)Debt Financing. Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp The Plains Parties hereby consents consent to the reasonable use of the logos of Goldcorp or its Subsidiaries the Plains Parties in connection with any the Debt Financing; provided, that such logos are used solely in a manner that is not intended to or to, nor reasonably likely to harm to, disparage the Plains Parties or disparage Goldcorp impair the goodwill of the Plains Parties. In no event shall the Plains Parties or any of their respective Affiliates be in breach of this Agreement because of the failure by the Plains Parties to deliver, after use of its Subsidiaries commercially reasonable efforts to do so, any financial or other information that is not currently readily available to the Plains Parties. The Plains Parties and their respective representatives shall be given a reasonable opportunity to review and comment, in advance, on any marketing documents and other materials that are to be presented or discussed prior to or during any meetings conducted in connection with the Debt Financing that relate to the Plains Parties or the reputation or goodwill Plains Permian Assets. To the extent that Oryx intends to include any forecasts in the marketing materials for the Debt Financing (other than budget projections for the Company Parties), Oryx shall include a disclaimer that such forecasts do not represent the views of Goldcorp or any the Plains Parties. (b) Notwithstanding anything to the contrary in this Agreement, a breach by the Plains Parties of its Subsidiariesobligations under Section 6.15 shall not constitute a breach of this Agreement or a breach of the condition precedent set forth in Section 7.3(b) unless such breach is a material breach and would reasonably be expected to materially impair the availability of the Debt Financing. (c) Newmont acknowledges and agrees that the consummation None of the transactions contemplated by this Agreement is not conditioned upon the consummation ofPlains Parties or any of their respective Representatives shall be required to take any action that would subject such Person to liability or to pay any fee, reimburse any expenses, give any indemnity or make any other payment or incur any other liability in connection with, or the receipt by Newmont of the proceeds in anticipation of, the Debt FinancingFinancing or their performance of their respective obligations under this Section 6.15 or any information utilized in connection therewith, in each case, that is not reimbursable by Oryx. Oryx shall indemnify and hold harmless the Plains Parties and their Affiliates and Representatives from and against any and all losses, liabilities, claims, damages, reasonable and documented out-of-pocket costs and reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) suffered or incurred by them in connection with the arrangement of the Debt Financing and the performance of their respective obligations under this Section 6.15 and any information utilized in connection therewith (other than to the extent such loss, liability, claim, damage, cost or expense arises from the bad faith, gross negligence or willful misconduct of the Plains Parties, their Affiliates or any of their respective Representatives). Oryx shall, promptly upon written request of the Plains Parties, reimburse the Plains Parties or their Affiliates, as the case may be, for all reasonable and documented out-of-pocket costs and expenses incurred by the Plains Parties or their Affiliates (including those of its accountants, consultants, legal counsel, agents and other Representatives) in connection with the cooperation required by this Section 6.15.

Financing Cooperation. (a) Goldcorp To assist Parent in its financing efforts, the Company agrees to use its commercially reasonable efforts to provide, and to cause each of its Subsidiaries and each of their respective Representatives to provide, such cooperation cooperate with any Offering as may be reasonably requested by Newmont Parent or with the arrangement of the Financing as may be reasonably requested by Parent and is necessary and customary for financings of the type contemplated in connection with the borrowing or an issuance arrangement of debt by Newmont and/or any liability management transaction (the Financing, including, without limitationin each case (subject in each case to Section 6.05(b) below), any exchange offersby (i)(A) preparing and providing to Parent, consent solicitations or tender offers) its Financing Sources and the underwriters in connection with the Offering (an “Underwriter”), as promptly as reasonably practicable after Parent’s written request therefor, customary and reasonably available financial and other information with respect to debt existing on the date hereof Company and each of Goldcorp or its Subsidiaries and the transactions contemplated hereby and by the Financing, including (collectivelyx) audited consolidated annual financial statements of the Company and (y) unaudited interim consolidated financial statements of the Company (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100) and (B) providing as promptly as reasonably practicable after Parent’s written request therefor any information with respect to the Company and its Subsidiaries reasonably necessary to assist Parent with the preparation of customary pro forma financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations of the SEC promulgated thereunder and required to be included in a Registration Statement on Form S-3 under the 1933 Act or reasonably and customarily required by the Financing Sources or Underwriters to be included in any offering documents; provided, a “Debt Financing”)that notwithstanding anything to the contrary in this Section 6.05, including, without limitation to, upon reasonable notice: nothing will require the Company to provide (ior be deemed to require the Company to provide) provide assistance with any discussions of and/or furnish, as applicable, such business, (1) pro forma financial statements; (2) description of all or any portion of the Financing, pro forma financialsincluding any “description of notes”, projections, management discussion and analysis and other customary information customarily provided by financing sources or their counsel; (3) risk factors relating to all or any component of the Financing; (4) “segment” financial data information or (5) any Compensation Discussion and Analysis or other information (including diligence materials) reasonably required in connection with by Item 402 of Regulation S -K under the 1933 Act or any Debt other information customarily excluded from offering documents for the type of financing contemplated by the Financing, (ii) direct their respective using commercially reasonable efforts to cause the Company’s independent accountants to reasonably cooperate with the Financing Sources or Underwriters in a manner consistent with their customary practice and to participate in customary auditor due diligence calls and provide customary and reasonable assistance accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the comfort letters delivered in connection with any Debt Financing, including the Company’s public offerings shall be deemed to be customary for purposes of this Section 6.05) and customary consents to the inclusion of audit reports in connection with providing customary comfort letters and consentsthe Financing if historical financial statements or other financial information of the Company are included in any offering documents for the Financing, (iii) obtain providing reasonable cooperation with customary payoff letterssyndication or other marketing efforts, releases or a customary offering, by Parent for all or any portion of the Financing or the Offering, including reasonable access to documents and other information in connection with customary due diligence investigations and causing its management team, with appropriate seniority and expertise, to assist in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls) with Financing Sources or Underwriters and ratings agencies, in each case, on reasonable advance notice during normal business hours, (iv) upon reasonable advance notice and during normal business hours, providing customary and reasonably necessary assistance to Parent (including by causing its management team, with appropriate seniority and expertise), to participate in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls and shall be during normal business hours) in the preparation of offering documents for the Financing or the Offering, (v) furnishing Parent at least four Business Days prior to the date of the Closing with all customary documentation and other information under applicable “know your customer” and anti-money laundering rules and regulations and under the USA Patriot Act of 2001 reasonably required and reasonably requested in writing by the parties acting as lead arrangers for, or lenders under, the Financing or the Underwriters to the Company at least ten days prior to the date of the Closing, (vi) providing reasonable facilitation (through providing and executing customary agreements, documents or certificates) of the pledge and perfection of liens and other instruments of termination or discharge reasonably requested by Newmont security interests in connection with the repayment of debt of Goldcorp and its Subsidiaries Financing, as may be reasonably requested by Parent (provided that the effectiveness of no obligation under any such arrangements shall be contingent document or agreement will take effect on or prior to the completion of the ArrangementClosing) and (ivvii) authorize otherwise providing cooperation that is customary and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates reasonable in connection with the current lendersmarketing efforts of Parent, noteholders or other providers of existing indebtedness to Goldcorp the Financing Sources and any Underwriters. (b) Notwithstanding the foregoing, nothing in this Section 6.05 shall require the Company or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action thatto: (i) take any action in respect of the Financing or an Offering to the extent that such action would contravene cause any applicable Law condition to Closing set forth in Article 9 or any agreement condition set forth in Article 9 to fail to be satisfied by the End Date or the Effective Time, as applicable, or otherwise result in a breach of this Agreement by the Company; (ii) take any action in respect of the Financing or an Offering that relates to borrowed money would conflict with or violate the Company’s or any if its Subsidiaries’ organizational documents or any Applicable Law, or result in the contravention of, or violation or breach of, or default under, any Contract to which Goldcorp the Company or any of its subsidiaries are Subsidiaries is a party: ; (iiiii) take any action to the extent such action would (A) unreasonably interfere with the business or operations of the Company or its Subsidiaries or (B) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated; (iv) execute and deliver any letter, Contract, registration statement, document or certificate in connection with the Financing or take any corporate action that is not contingent on, or that would be effective prior to, the occurrence of the Closing, it being agreed that the foregoing shall not apply to the inclusion of customary acquiree financial and related information in a registration statement or prospectus prior to Closing and cooperation in connection therewith; (v) pay any commitment fee or other fee or payment to obtain consent or incur any liability with respect to or cause or permit any Lien to be placed on any of their respective assets in connection with the Financing prior to the date of the Closing; (vi) provide access to or disclose information where the Company determines that such access or disclosure would reasonably be expected to impair jeopardize the attorney-client privilege or prevent contravene any Applicable Law or Contract (but shall use commercially reasonable efforts to grant such access or provide such disclosure in a manner which would not jeopardize such privilege or contravene any such Applicable Law or Contract); (vii) subject any of the satisfaction Company’s or its Subsidiaries’ respective directors, managers, officers or employees to any actual or potential personal liability; (viii) cause the directors and managers of the Company to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained unless such resolutions are contingent upon the occurrence of, or only effective as of, the Closing; (ix) waive or amend any condition in Article 6 hereofterms of this Agreement or any other Contract to which the Company or its Subsidiaries is party; or (iiix) take any action that would subject such Person it to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt commitment letters or the definitive documents related to the Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (exceptin each case under this clause (x), except following the Closing). In no event shall the Company be in breach of this Agreement because of the failure to deliver any financial or other information that is not currently readily available to the Company on the date hereof or is not otherwise prepared in the case ordinary course of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence business of the Effective Time)Company at the time requested by Parent or for the failure to obtain any comfort with respect to, or review of, any financial or other information by its accountants. Newmont Whether or not the Closing occurs, Parent shall indemnify and hold harmless Goldcorp the Company, each Subsidiary thereof, and its Subsidiaries and each of their respective Representatives and Affiliates from and against any and all costs liabilities or losses suffered or incurred by them in connection with the arrangement of the Financing or any Debt Financing and the performance of their respective obligations under Offering, any cooperation provided pursuant to this Section 5.13 6.05, and any information utilized in connection therewith (other than arising from information provided therewith. Additionally, if this Agreement is terminated by Goldcorp or its Subsidiaries specifically for use in the Financing Company pursuant to Section 5.1310.01(d). Goldcorp hereby consents to , Parent shall, promptly upon written request by the use of the logos of Goldcorp Company or its Subsidiaries any Subsidiary thereof, reimburse such party for all reasonable and documented out-of-pocket costs, fees and expenses (including reasonable attorneys’ fees and expenses) incurred by such Persons in connection with any Debt Financing; providedsuch Person complying with the obligations under this Section 6.05. Notwithstanding anything to the contrary, that upon any breach by the Company or its Subsidiaries of their obligations under this Section 6.05, neither the Company nor its Subsidiaries shall be deemed to have breached their respective obligations under this Agreement (including for purposes of the termination right set forth in Section 10.01(c)) or the condition described in Section 9.02(b) unless (i) such logos are used solely breach is a Knowing and Intentional Breach and for this purpose each obligation in a manner this Section 6.05 that is not intended qualified by a commercially reasonable efforts qualification will be deemed to be so qualified, (ii) Parent provides written notice of such alleged breach and the Company fails to promptly use commercially reasonable efforts to cure any such alleged breach that is a breach and (iii) the failure to obtain the Financing or reasonably likely to harm complete the Offering is a result of such breach; provided that nothing in this sentence will preclude Parent from seeking specific performance in respect thereof in accordance with Section 11.14. Parent and Merger Sub expressly acknowledge and agree that none of the following is a condition to either Parent’s or disparage Goldcorp Merger Sub’s obligation to consummate the Merger: Parent or Merger Sub obtaining Financing, or Parent or Merger Sub or any Affiliate of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its SubsidiariesParent completing an Offering. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees Prior to the Closing Date, the Company shall use commercially reasonable efforts to provide, and shall cause each Subsidiary of the Company and each of the Company’s and each Subsidiary’s non-legal Representatives to use commercially reasonable efforts to provide, to Parent and to cause Merger Sub, in each case at Parent’s sole expense, all cooperation that is reasonably requested and customary in connection with Parent arranging the Debt Financing effective as of or after (and conditioned on the occurrence of) the Effective Time of the Merger, including using commercially reasonable efforts to: (i) upon reasonable notice, direct employees of the Company and its Subsidiaries with appropriate seniority and expertise to be available at reasonable times and participate in a reasonable number of meetings (including one-on-one meetings or conference calls with providers of the Debt Financing); provided, that any such meeting or communication may be conducted virtually by videoconference or other media; (ii) provide reasonable and customary assistance to Parent with Parent’s preparation of bank information memoranda and similar marketing documents reasonably necessary in connection with the Debt Financing (which may include, but not be limited to customary offering and syndication documents) and provide reasonably timely and customary access to diligence materials, appropriate personnel and properties during normal business hours and on reasonable advance notice to allow sources of the Debt Financing and their representatives to complete all reasonable due diligence; in each case in this clause: (A) subject to customary confidentiality provisions and disclaimers; (B) as reasonably requested in writing (e-mail being sufficient) by Parent; and (C) limited to information to be contained therein with respect to the Company and its Subsidiaries; (iii) to the extent requested by Debt Financing Sources, furnish Parent, reasonably promptly upon written request, with such historical financial, statistical and other pertinent business information relating to the Company and its Subsidiaries as may be reasonably requested by Parent (which notice shall state with reasonable specificity the information requested), as is customarily required with financings of the type similar to the Debt Financing and reasonably available and prepared by or for the Company and its Subsidiaries in the ordinary course of business; provided, that, the Company shall not be responsible in any manner for any pro forma financial information or financial statements; (iv) facilitate, effective no earlier than the Effective Time, simultaneously with, and conditioned upon, and subject to the occurrence of, the Closing, the execution and delivery of definitive financing, pledge, security and guarantee documents relating to the Debt Financing; (v) provide documentation and other information with respect to the Company and its Subsidiaries required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act in connection with the Debt Financing, in each case as reasonably requested by Parent in writing; (vi) (A) cooperate in connection with the repayment or defeasance of any existing indebtedness of the Company and its Subsidiaries as of the Effective Time and the release of related Liens, including delivering such payoff, defeasance, termination or similar notices under any existing financing documents of the Company and its Subsidiaries as are reasonably requested by Parent; (vii) to the extent requested by ▇▇▇▇▇▇ in writing, obtain from the Company’s independent auditors customary “comfort letters” and customary consents to the use of accountants’ audit reports in connection with the Debt Financing; (viii) provide reasonable and customary assistance with respect to Parent attempting to obtain any third-party consents associated with the Debt Financing which shall not be required to be effective until as of, and subject to the occurrence of, the Closing; (ix) provide reasonable consent to the use of the Company’s and its Subsidiaries’ logos in connection with the Debt Financing; (x) to the extent reasonably requested in writing by Parent, (A) mail and e-mail requests for estoppels, subordination agreements and certificates from non-residential tenants, lenders, managers, franchisors, ground lessors, ground lessees, and counterparties to parking agreements, reciprocal easement agreements, association or condo regimes, declarations and similar agreements in form and substance reasonably satisfactory to such Debt Financing Source and reasonably cooperate to facilitate the negotiation and execution of such agreements and certificates, and (B) provide customary owner’s affidavits, gap indemnities, no change survey affidavits and non-imputation affidavits to enable Parent’s title company to issue policies of title insurance; and (xi) to the extent reasonably requested in writing (e-mail being sufficient) by Parent, provide customary and reasonable assistance to allow Parent, the Debt Financing Sources, and each of their respective Representatives to conduct customary appraisal, survey field work and non-invasive environmental and engineering inspections of each Company Real Property (provided, however, that all such activities and inspections shall be conducted, and Parent shall schedule and coordinate all such activities with the Company, in each case in accordance with Section 5.03). (b) Notwithstanding the foregoing, the Company shall not be required to provide, such or cause its Subsidiaries or Representatives to provide, cooperation as may be reasonably requested by Newmont under this Section 5.20 to the extent that it: (i) unreasonably interferes with the ongoing business or operations of the Company and its Subsidiaries; (ii) requires the Company and its Subsidiaries to incur any liability (including any commitment fees and expense reimbursement) in connection with the borrowing Debt Financing prior to the Closing (except those fees, expenses and liabilities that are reimbursable by Parent pursuant to Section 5.20(c)); (iii) requires the Company and its Subsidiaries or an issuance their respective Representatives to execute, deliver or enter into, or perform any agreement, document, certificate or instrument (or agree to any change or modification of debt by Newmont and/or any liability management transaction (includingexisting certificate, without limitationdocument, any exchange offers, consent solicitations instrument or tender offersagreement that is effective prior to the Effective Time) with respect to debt existing on the date hereof Debt Financing (other than with respect to customary authorization letters with respect to the Debt Financing) or adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, in each case which is not contingent upon the Closing or would be effective at or prior to the Effective Time (it being understood that in no event shall any officer or director of Goldcorp or the Company and its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with be required to take any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required action described in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, this clause (iii) obtain customary payoff lettersunless such Person shall be continuing in such role following the Effective Time, releases of liens and other instruments of termination or discharge reasonably requested by Newmont shall only be required to do so in connection with such continuing capacity); (iv) requires the repayment of debt of Goldcorp Company and its Subsidiaries or their counsel to give any legal opinion, to the extent not contingent on and effective as of the Closing; (provided v) requires the Company and its Subsidiaries to provide any information that is prohibited or restricted by applicable Law; (vi) requires the Company and its Subsidiaries to provide access to or disclose information that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp Company or any of its Subsidiaries determines could reasonably be expected to result in a loss or waiver of or jeopardize any attorney-client privilege, attorney work product or other legal privilege (provided, that the Company shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the purpose events set out in this clause (vi)); (vii) requires the Company and its Subsidiaries to take any action that is prohibited or restricted by, or would conflict with or violate, its Organizational Documents, any Company Material Contract or any applicable Laws; (viii) would reasonably be expected to result in any Representative of obtaining the Company or its Subsidiaries incurring personal liability with respect to any matter relating to the Debt Financing or requires any Representative of the Company or any of its Subsidiaries to deliver any certificate that such Representative reasonably believes, in good faith, contains any untrue certifications; (ix) requires the Company and its Subsidiaries or their Representatives, as applicable, to waive or amend any terms of this Agreement; or (x) causes any representation, warranty, covenant or other term in this Agreement to be breached or causes any Closing condition set forth in ARTICLE VI to fail to be satisfied. In no event shall the Company be in breach of this Agreement because of (A) the failure to deliver any financial or other information that is not currently readily available to the Company and its Subsidiaries on the date hereof and has not otherwise been prepared in the ordinary course of business of Company and its Subsidiaries at the time requested by Parent or (B) the failure to obtain review of any financial or other information by its accountants and in no event shall the Company or its Subsidiaries be required to provide or assist in the preparation of any projections or “pro forma” financial statements. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company, any of the Subsidiaries of the Company, or any of their respective Representatives at the request of Parent pursuant to this Section 5.20. Nothing contained in this Section 5.20 or otherwise shall require the Company or any of its Subsidiaries, prior to the Effective Time, to be an issuer or other obligor with respect to the Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont . (c) Parent shall reimburse Goldcorp or cause to be reimbursed the Company and its Subsidiaries promptly upon written demand for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ and out-of-pocket accountants’ fees) (other than in respect of the preparation of customary historical and ordinary course financial statements already prepared by the Company and its Subsidiaries in the ordinary course of their business and/or with respect to information or expenses materials already in the possession or control of any of the Company and its Subsidiaries) incurred by Goldcorp the Company and its Subsidiaries and their Representatives in connection with the cooperation under this Section 5.20 and any action taken by them at the request of Parent pursuant to Section 5.20 (including the dissolution and termination of any subsidiaries formed and documentation entered into pursuant to Section 5.20), and shall indemnify and hold harmless the Company and its Subsidiaries and their Representatives and each of the Company’s and its Subsidiaries’ and their Representatives’ respective present and former directors, officers, employees and agents (collectively, the “Financing Indemnified Parties”) from and against any and all documented out-of-pocket costs, expenses, losses, damages, claims, judgments, fines, penalties, interest, settlements, awards and liabilities suffered or incurred by any of them in connection with the arrangement and consummation of the Debt Financing or the Assumed Indebtedness and any information used in connection therewith, in each case, except to the extent such costs, expenses, losses, damages, claims, judgments, fines, penalties, interest, settlements, awards and liabilities are suffered or incurred as a result of bad faith, gross negligence or willful misconduct by any Financing Indemnified Party as determined by a court of competent jurisdiction in a final judgment not subject to further appeal. The provisions of this Section 5.20(c) are intended to be for the benefit of, and shall be enforceable by, each of the foregoing Financing Indemnified Parties. This Section 5.20(c) shall survive the termination of this Agreement (and in the event the Merger and the other transactions contemplated hereby are not consummated, notwithstanding anything to the contrary in this Agreement, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by the Company and its Subsidiaries in connection with the cooperation provided for in under Section 5.20, reimbursable under this Section 5.13 to the extent the information requested was 5.20(c) and not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take previously reimbursed and any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective indemnification obligations under this Section 5.13 5.20(c), in each case, without regard to any other limitations on liability set forth in this Agreement). (d) Promptly following Parent’s request, the Company shall, or shall cause its Subsidiaries to, use commercially reasonable efforts to deliver to each of the lenders or any information utilized agent or trustee acting on their behalf (each, an “Existing Lender”) under the existing indebtedness of the Company and its Subsidiaries set forth on Section 5.20(d) of the Company Disclosure Letter (the “Assumed Indebtedness”), a notice prepared by Parent, in connection therewith form and substance reasonably approved by the Company, requesting that such Existing Lender deliver to Parent and the Company a written statement or documents (exceptthe “Assumption Documents”) (A) confirming (1) the aggregate principal amount of the indebtedness outstanding under such Assumed Indebtedness, (2) the date to which interest and principal has been paid in respect of such Assumed Indebtedness, and (3) the amount of any escrows being held by such Existing Lender in respect of such Assumed Indebtedness; and (B) consenting to the assumption of the existing indebtedness, the replacement of any guaranty and the consummation of the Merger and the other transactions contemplated by this Agreement, and to the modifications of the terms of such Assumed Indebtedness that Parent may reasonably request after the date hereof; provided, that the Company shall be informed of any such request or modification; provided, further, that, in the case event Parent requests Assumption Documents in accordance with this Section 5.20(d), (x) the Assumption Documents will be effective as of this paragraph (iii) in respect of Goldcorp or immediately prior to and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon conditioned on the occurrence of the Effective Time). Newmont shall indemnify Time and hold harmless Goldcorp (y) the Company and its Subsidiaries and their respective Representatives from and against any and all costs suffered shall not have obligation, responsibility or incurred by them liability to Parent or Merger Sub in connection with Parent’s request for any Debt Financing and the performance consent of their respective obligations under any Existing Lender requested pursuant to this Section 5.13 and any information utilized in connection therewith (5.20(d), other than arising from information provided by Goldcorp or its Subsidiaries specifically for to use commercially reasonable efforts to deliver such request in the Financing pursuant to Section 5.13). Goldcorp hereby consents form prepared by Parent (and approved by Company) to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiariesapplicable Existing Lender. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees On and prior to the Closing, the Company shall, and shall cause its Subsidiaries to, and shall use commercially reasonable efforts to providecause their respective directors, officers, employees, agents and advisors to, use commercially reasonable efforts to cause each cooperate with Parent as necessary in connection with the arrangement of Debt Financing as may be customary and reasonably requested by Parent in writing, including using commercially reasonable efforts to, upon such request of Parent: (i) make appropriate officers or members of the management team (with appropriate seniority and expertise) available for participation at reasonable times in a reasonable number of meetings, lender presentations, conference calls, meetings with prospective lenders and ratings agencies; (ii) (A) furnish to Parent the Required Information, (B) provide reasonable assistance in the preparation of any reasonable and customary bank information memoranda (including using commercially reasonable efforts to obtain customary authorization letters with respect to the information specific to the Company or any of its Subsidiaries to be reasonably included in any such bank information memoranda from a senior officer of the Company) or private placement memoranda, rating agency presentations, marketing and/or syndication materials and cooperate reasonably with the Debt Financing Sources’ due diligence, in each case with respect to the Company and its Subsidiaries and to the extent customary and reasonable, and (C) assist Parent in the preparation by Parent of their respective Representatives to providecustomary pro forma financial statements and projections necessary in connection with the Debt Financing, such cooperation it being understood that Parent shall be solely responsible for any pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments; (iii) assist in the preparation and negotiation and execution and delivery as of the Closing of any definitive financing documents (including any schedules and exhibits thereto) as may be reasonably requested by Newmont in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (Parent including, without limitation, any exchange offerscustomary certificates; (iv) facilitate the pledging of, consent solicitations or tender offers) with respect to debt existing on and granting of security interests in, the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required collateral in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any the Debt Financing, including using commercially reasonable efforts to execute and deliver as of Closing any customary pledge and security documents or other definitive financing documents, in each case as may be reasonably requested by Parent; (v) cause the taking of corporate and other actions by the Company and its Subsidiaries reasonably necessary to permit the consummation of the Debt Financing on the Closing Date; (vi) provide at least three Business Days prior to the Closing Date (provided that Parent has made such request at least nine days prior to the Closing Date) all material documentation and other information about the Company as is reasonably requested by the Parent to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (vii) request from the Company’s existing lenders such customary documents in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases refinancings of liens and other instruments of termination or discharge the Company’s existing debt as reasonably requested by Newmont Parent in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective collateral arrangements, including customary payoff letters and related lien releases; and (viii) comply with any obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use Convertible Debenture Indenture that arise as a result of the logos execution, delivery or performance by the Company of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont acknowledges this Agreement and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon hereby, including the consummation of, or delivery of any notices and certificates required in connection with the receipt by Newmont of the proceeds of, the Debt Financingtransactions contemplated hereby.

Financing Cooperation. (a) Goldcorp agrees Prior to the Merger Closing Date, the Company shall, and shall cause its subsidiaries and Affiliated Entities to, use commercially reasonable efforts to providecause their respective directors, officers, employees, consultants and advisors, including legal and accounting advisors, to provide to each of Parent and Merger Sub, subject to reimbursement by Parent and/or Merger Sub pursuant to Section 5.21(c), all cooperation (x) reasonably requested by Parent and/or Merger Sub and (y) as is necessary and customary to assist Parent and Merger Sub in connection with securing financing in an amount sufficient to permit Parent and Merger Sub to fund (A) the aggregate amount of Merger Consideration required to be paid pursuant to Article II, (B) all associated costs and expenses of the Merger (including any repayment or refinancing of indebtedness of the Company required in connection therewith) payable by Parent or Merger Sub and (C) all other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement by Parent or Merger Sub (the “Financing”), including to: (i) promptly provide each of Parent and Merger Sub and its financing sources and their respective agents with the Required Information (as defined below); (ii) assist Parent and/or Merger Sub and use commercially reasonable efforts to cause its independent auditors to assist with Parent and/or Merger Sub’s preparation of pro forma financial statements customarily included in offering documents for high yield debt securities (or as otherwise reasonably required by each of Parent and Merger Sub’s financing sources and their respective agents); (iii) prior to and during the Marketing Period (as defined below), participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions (including using commercially reasonable efforts to cause the Company’s and its subsidiaries’ independent auditors to participate therein and to otherwise cooperate with the reasonable requests of each of Parent and Merger Sub), sessions with prospective lenders, including direct contact between senior management and the other representatives of the Company, on the one hand, and the actual and potential lenders, on the other hand (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers with respect to, the Financing), and sessions with rating agencies, in each case, at reasonable times and locations mutually agreed; (iv) in advance of the Marketing Period, assist with the preparation of materials for rating agency and investor presentations (including “roadshow” or investor meeting slides), registration statements, bank information memoranda, offering memorandum, prospectuses, private placement memoranda (including under Rule 144A under the Securities Act), confidential information memoranda, marketing materials and similar documents required in connection with the Financing; (v) provide appropriate representations in connection with the preparation of financial statements and other financial data of the Company and its subsidiaries and cause the Company’s independent auditors to cause provide reasonable and customary assistance and cooperation in connection with the Financing, including, (A) rendering customary “comfort letters” under AU Section 634 for a public offering or a Rule 144A placement of securities with respect to financial information regarding the Company’s subsidiaries contained in the offering materials relating to the Financing, including providing customary representations to such accountants and furnishing, prior to the commencement of the Marketing Period, drafts of such comfort letters (which shall provide “negative assurance” comfort) which such accountants are prepared to issue upon completion of customary procedures, and (B) providing consents for use of their reports in any filings required to be made by the Parent and/or Merger Sub pursuant to the Securities Act or the Exchange Act; (vi) cooperate with the marketing efforts of each of its Subsidiaries Parent and each of Merger Sub and their respective Representatives to providefinancing sources for any portion of the Financing, where financial information of the Company and its subsidiaries and Affiliated Entities is included in such cooperation efforts; (vii) facilitate the obtaining of guarantees, pledging of collateral in connection with the Financing, including executing and delivering any customary guarantee, pledge and security documents, currency or interest hedging arrangements or other definitive financing documents or other customary certificates, legal opinions or documents as may be reasonably requested by Newmont Parent and/or Merger Sub (including a certificate of the chief financial officer with respect to solvency matters as of the Merger Closing Date on a pro forma basis) to facilitate any guarantee, obtaining and perfection of security interests in collateral from and after the Merger Closing Date (provided that any obligations contained in such documents shall be effective no earlier than as of the Effective Time); (viii) as applicable, cooperate in connection with any payoff and release of existing indebtedness of the Company and its subsidiaries and cause the release of all liens on the equity interests and assets of the Company and its subsidiaries related thereto (including obtaining customary payoff letters, lien terminations and other instruments of discharge) (in each case subject to the occurrence of the Effective Time); (ix) cooperate with Parent to obtain corporate and facilities ratings in connection with the borrowing or an issuance Financing prior to the commencement of debt by Newmont and/or any liability management transaction the Marketing Period, in each case, from each of Standard & Poor’s Ratings Services and ▇▇▇▇▇’▇ Investors Service, Inc., (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (ix) provide assistance with any discussions to each of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion Parent and analysis Merger Sub and their respective financing sources all documentation and other customary financial data information required by regulatory authorities under applicable “know your customer” and information anti-money laundering rules and regulations, including the PATRIOT Act; (xi) execute and deliver (or assist in Parent and/or Merger Sub obtaining from legal counsel (including diligence materialslocal counsel) reasonably required in connection with any Debt Financingto the Company and its subsidiaries and their advisors) customary certificates, (ii) direct their respective independent accountants to provide customary legal opinions, credit agreements, indentures, guarantees or other documents and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge as may be reasonably requested by Newmont Parent and/or Merger Sub, as are in each such case, necessary and customary in connection with the repayment Financing; (xii) take corporate action (subject to the occurrence of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on Merger Closing Date) reasonably necessary to permit the completion of the ArrangementFinancing; (xiii) facilitate the execution and delivery of the definitive documentation related to the Financing as may be reasonably requested by each of Parent and/or Merger Sub; (xiv) provide authorization letters to the lenders authorizing the distribution of information to prospective lenders or investors and containing a representation to the lenders that such information does not contain a material misstatement or omission and that the public side versions of such documents, if any, do not include material non-public information about the Company or its subsidiaries or securities; (xv) use commercially reasonable efforts to involve in any syndication efforts in connection with the Financing the Company’s and its subsidiaries’ existing lending and investment banking relationships; and (ivxvi) authorize and facilitate discussionsupon request, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with endeavor to update any Required Information provided to Parent and/or Merger Sub as may be necessary for such Required Information to remain Compliant (as defined below); provided that nothing herein shall require the current lenders, noteholders or other providers of existing indebtedness to Goldcorp Company or any of its Subsidiaries for subsidiaries or the purpose of obtaining Debt Financing, including by necessary Affiliated Entities to provide such cooperation to the extent it would interfere unreasonably with the business or appropriate waivers operations of the Confidentiality Agreement Company (including its subsidiaries); and provided further that the Company Board and officers of the Company and the board of directors and officers of its subsidiaries and Affiliated Entities shall not be required, prior to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp the Merger Closing Date, to adopt resolutions approving the agreements, documents and its Subsidiaries instruments in connection with cooperation provided for in this Section 5.13 the Financing or pursuant to which any portion of the Financing is obtained, and no subsidiaries of the Company nor any officer or director thereof shall be required to execute, prior to the extent Merger Closing Date, any documents contemplated by the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior definitive documentation related to the Effective Financing or any other certificate, document, instrument or agreement that is effective prior to the Merger Closing Date or agree to any change or modification to any existing certificate, document, instrument or agreement that is effective prior to the Merger Closing Date, none . None of Goldcorp, the Company nor any of its Subsidiaries subsidiaries or its or their respective Representatives Affiliated Entities shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person it to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable out-of-pocket costs) or incur any other liability or provide or agree to provide any indemnity indemnity, guarantee or pledge in connection with any Debt the Financing or their performance any of their respective obligations under this Section 5.13 or any information utilized in connection therewith the foregoing prior to the Merger Closing Date (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, other than to the extent such liability, cost, expense or indemnity is conditional upon liabilities arise from the occurrence breach of this Agreement by the Company). The subsidiaries and Affiliated Entities of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp Company hereby consent to the reasonable use of the Company’s and its Subsidiaries subsidiaries’ and their respective Representatives from and against any and all costs suffered or incurred by them Affiliated Entities’ logos in connection with any Debt Financing the arranging and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use consummation of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp the business of the subsidiaries or Affiliated Entities or their marks. Parent acknowledges that its obligations under this Agreement are not contingent or conditioned in any manner on obtaining any financing. (b) If the Merger Closing does not occur, Parent and/or Merger Sub, as applicable, shall promptly reimburse the Company and its subsidiaries and Affiliated Entities for all reasonable out-of-pocket third party costs (including reasonable attorneys’ fees) incurred by the Company, its subsidiaries and Affiliated Entities or their respective Representatives in connection with such cooperation; provided that, in no event shall Parent or Merger Sub be required to reimburse the Company or any of its Subsidiaries subsidiaries or Affiliated Entities for any costs associated with producing the reputation financial statements or goodwill other information that the Company would have otherwise generated in the absence of Goldcorp such requests or any of its Subsidiariesthis Section 5.20. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.For purposes hereof:

Financing Cooperation. (a) Goldcorp agrees For purposes of this Section 6.10, the term “Financing” shall include any Permanent Financing (as defined in the Financing Letter), whether for debt, equity or otherwise. Prior to use commercially reasonable efforts to providethe Closing, Seller shall, and shall use reasonable best efforts to cause each of its Subsidiaries Affiliates and each of their respective Representatives to, use reasonable best efforts to provide, provide to Buyer such cooperation reasonably requested by Buyer and reasonably required in connection with the Financing or the Alternate Financing, including (to the extent reasonably requested and reasonably required): (i) participating in a customary and reasonable number of meetings, presentations, due diligence sessions, drafting sessions, road shows and sessions with rating agencies; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses (registered or otherwise) and similar documents for the Financing, including execution and delivery of customary representation letters in connection with an audit of the Business and auditors comfort letter; (iii) as promptly as reasonably practical, and in no event later than March 31, 2013, furnishing Buyer with (x) audited balance sheets for the Business as at December 31, 2011 and 2012, and (y) audited statements of income and cash flows for the Business for the three (3) years ended December 31, 2012 and (z) within forty-five (45) days of the end of the relevant fiscal quarter, unaudited interim financial statements for each fiscal quarter ending after January 1, 2013 (collectively, the “Carve-Out Financials”); (iv) in addition to the information required pursuant to clause (iii), above, as promptly as reasonably practical, furnishing Buyer and the other parties to the Financing Letter with financial and other information regarding the Business and the Assets as may be reasonably requested by Newmont Buyer (including in connection with the borrowing or an issuance Buyer’s preparation of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”pro forma financial statements), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, including unaudited interim financial statements, pro forma financialsfinancial data, projections, management discussion and analysis audit reports and other customary financial data information of the type required by Regulation S-X and information (including diligence materialsRegulation S-K of the Securities Act of 1933 for a registered public offering, and of type and form customarily included in private placements under Rule 144A, to consummate the offering(s) of debt or equity securities contemplated by the Financing, or as otherwise reasonably required in connection with any Debt the Financing, or as otherwise necessary in order to assist in receiving customary “comfort” (iiincluding “negative assurance” comfort) direct their respective from independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment offering(s) of debt of Goldcorp or equity securities contemplated by the Financing (all such information in clause (iii) and its Subsidiaries this clause (provided iv), including the Carve-Out Financials, the “Required Information”); (v) providing information relating to the Business that is reasonably available to it to assist in the effectiveness preparation of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussionscredit agreements, meetings and indentures, purchase agreements, currency or interest hedging arrangements, other engagement by Newmontdefinitive financing documents, its Subsidiaries or Affiliates with the current lendersofficer’s certificates, noteholders customary closing documents, or other providers of existing indebtedness certificates or documents with respect to Goldcorp or any of its Subsidiaries the Financing contemplated by the Financing as may be reasonably requested by Buyer; (vi) furnishing Buyer and their Financing sources as promptly as practicable all financial information required to be delivered pursuant to the Financing Letter and monthly financial statements for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 Business (to the extent the information requested was not otherwise prepared or available in the ordinary course of business); (vii) assisting Buyer to obtain waivers, consents, estoppels and approvals from other parties to Contracts, material Leases and Easements, and Encumbrances to which the Assets or the Business are bound; and (viii) cooperating with Buyer in its efforts to obtain accountants’ comfort Letter, consents, legal opinions, surveys, appraisals, engineering reports, environmental and other inspections, title insurance and other documentation and items relating to the Financing, as reasonably requested by Buyer; provided that (A) nothing herein shall require such cooperation to the extent it would require Seller or any of its Affiliates to waive or amend any terms of this Agreement, incur any Liabilities, pay any fees, reimburse any expenses, in each case, with respect to the Financing, prior to the Closing for which it has not received prior reimbursement by or on behalf of Buyer, or would cause Seller or any of its Affiliates to breach this Agreement or become unable to satisfy a condition to Closing, (B) nothing herein shall require such cooperation from Seller or its Affiliates to the extent it would unreasonably interfere with the ongoing operations of Seller or its Affiliates and (C) there shall be no action, Liability or obligation of Seller or its Affiliates under any certificate, agreement, arrangement, document or instrument relating to the Financing. Notwithstanding anything to the contrary in this Section 6.10, neither Seller nor its Affiliates shall be in breach of the covenant set forth in this Section 6.10 if it has acted in good faith to comply with the cooperation and assistance set forth herein. (b) Prior to Buyer shall indemnify the Effective DateSeller Indemnitees from, none against and in respect of Goldcorpany Losses imposed on, its Subsidiaries sustained, incurred or its suffered by, or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or asserted against, any of its subsidiaries are a party: (ii) would reasonably be expected to impair them, directly or prevent indirectly relating to, arising out of or resulting from the satisfaction arrangement of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liabilitythe Financing, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance financing and/or the provision of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the fullest extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred permitted by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiariesapplicable Legal Requirement. (c) Newmont acknowledges Seller will use its reasonable best efforts to update the Required Information provided to Buyer pursuant to clauses (iii) and agrees (iv) of Section 6.10(a) as may be necessary such that the consummation Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the transactions contemplated by this Agreement is circumstances under which they were made, not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financingmisleading.

Financing Cooperation. (a) Goldcorp agrees Prior to the Acceptance Time, the Company shall, and shall cause its subsidiaries to, and shall use commercially reasonable best efforts to providecause the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, provide to cause each of its Subsidiaries and each of their respective Representatives to provide, Parent such cooperation as may be reasonably requested by Newmont Parent in connection with obtaining the Debt Financing, including, (i) making senior management and advisors of the Company and its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the borrowing Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials for rating agency presentations, offering documents, private placement memoranda, registration statements, bank information memoranda, prospectuses, business projections and similar documents used in connection with the Debt Financing and providing customary estimates and other forward-looking financial information regarding the further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in drafting sessions and accounting due diligence sessions, assisting in the preparation of any pro forma financial statements to be included in the documents referred to in clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an issuance officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by Newmont and/or the Company to enable it to delivery any liability management transaction such officer certificate to the Trustee; (includingvi) providing reasonable access by Parent and any Debt Financing sources, without limitationand their respective officers, any exchange offersemployees, consent solicitations or tender offersconsultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt existing on securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the date hereof Securities Act and bank information memoranda, in each case of Goldcorp or its Subsidiaries (collectively, a “the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), including(ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, without limitation tocash management and accounting systems, upon reasonable notice: policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (iB) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis establish bank and other customary financial data accounts and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary blocked account contracts and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont lock box arrangements in connection with the repayment of debt of Goldcorp foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries (provided that subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 USA Patriot Act to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior at least 8 calendar days prior to the Effective Dateanticipated Acceptance Time, none and (xi) subject to the occurrence of Goldcorpthe Acceptance Time, its Subsidiaries taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or their respective Representatives shall be required (B) any financial information with respect to take a fiscal period that has not yet ended, or (C) any action that: financial statement with respect to any fiscal quarter (iother than the fourth quarter) would contravene prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable Law fiscal year, or (E) any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction unaudited financial statement in respect of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liabilityperiod ended December 31, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except2013, unless, except in the case of this paragraph clauses (iiiA) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional each case that are not contingent upon the occurrence earlier of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing Acceptance Time and the performance of their respective obligations under this Section 5.13 and Effective Time or (y) any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13)applicable Laws. Goldcorp The Company hereby consents to the use of the its and its subsidiaries’ logos of Goldcorp or its Subsidiaries in connection with any the Debt Financing; provided, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp the Company or any of its Subsidiaries or the reputation or goodwill of Goldcorp the Company or any of its SubsidiariesSubsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) Newmont acknowledges The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and agrees that among the consummation of Company, the transactions contemplated by this Agreement is not conditioned upon the consummation oflenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or the receipt by Newmont of the proceeds ofotherwise modified from time to time), the Debt Financing.which payoff letter shall substantially provide (subject to customary exceptions)

Financing Cooperation. (a) Goldcorp agrees Prior to the Effective Time, the Company shall use commercially reasonable efforts, and shall cause each Company Entity and its and their Representatives to use commercially reasonable efforts efforts, to provideprovide Parent with all cooperation reasonably requested by Parent to assist it in causing the conditions in the Debt Commitment Letters to be satisfied or as is otherwise necessary or reasonably requested by Parent in connection with the Debt Financing, including: (i) participation by officers and directors in a reasonable number of meetings (including one-on-one), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies and prospective lenders or investors and obtaining assistance from its accountants, including participating in a reasonable number of drafting and accounting due diligence sessions; (ii) assisting Parent and the Debt Financing Sources with the timely preparation of customary rating agency presentations, marketing materials, bank information memoranda and high-yield offering prospectuses or memoranda required in connection with the Financing; (iii) executing and delivering pledge, mortgage and security documents, supplemental indentures, currency or interest hedging arrangements, other definitive financing documents, customary solvency certificates executed by the Chief Financial Officer (including relating to solvency matters of the Company before giving effect to the incurrence of the Debt Financing and the consummation of the Merger and the other transactions contemplated by this Agreement and such Debt Financing), and to cause each of its Subsidiaries other certificates or documents and each of their respective Representatives to provide, such cooperation back-up therefor as may be reasonably requested by Newmont Parent or the Debt Financing Sources (including using commercially reasonable efforts to obtain consents of accountants for use of their reports in connection any materials relating to the Debt Financing and accountants' comfort letters, in each case as reasonably requested by Parent), and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing provided that no obligation of the Company or any Subsidiaries of the Company under any agreement, document or pledge related to any of the Financings shall be operative until the Effective Time; (iv) furnishing Parent and the Debt Financing Sources, as promptly as practicable, with financial and other pertinent information (provided that Parent shall be responsible for the preparation, with the borrowing or an issuance assistance of debt the Company and its independent accountants, of pro forma financial statements) relating to the Company and its Subsidiaries as may be reasonably requested by Newmont and/or any liability management transaction (Parent, including, without limitation, any exchange offersaudited annual consolidated balance sheets and related statements of income, consent solicitations or tender offers) with respect to debt existing on stockholders' equity and cash flow of the date hereof of Goldcorp or Company and its Subsidiaries and unaudited quarterly consolidated balance sheets and related statements of income, stockholders' equity and cash flow of the Company and its Subsidiaries for each fiscal quarter ended after June 30, 2013 (collectively, a “Debt Financing”which quarterly statements shall be delivered at least 45 days before the Closing Date) (all such information and documents in this Section 6.14(a)(iv), includingthe "Required Financing Information"); (v) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, without limitation toconsents, upon reasonable notice: (i) provide assistance with any discussions of and/or furnishapprovals, as applicableauthorizations, such businesslandlord waivers and estoppels, financial statementsnon-disturbance agreements, pro forma financialsnon-invasive environmental assessments, projectionslegal opinions, management discussion surveys and analysis and other customary financial data and information title insurance (including diligence materialssuch affidavits and non-imputation endorsements in connection therewith) as reasonably required requested by Parent; (vi) assisting in negotiation of definitive documents as may be reasonably requested by Parent; (vii) executing, delivering and entering into, immediately prior to the Effective Time, one or more securities purchase agreements, credit agreements, indentures, notes or guarantees on terms satisfactory to Parent in connection with any the Debt Financing, ; (iiviii) direct their respective independent accountants to provide customary reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and reasonable assistance in connection with delivering any Debt Financing, including in connection with providing customary comfort pay-off letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont cooperation in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers retirement of existing indebtedness and the release and termination of any and all related liens) on or prior to Goldcorp the Closing Date, as well as cooperating to permit prospective lenders involved in the Financing to evaluate and assess the assets of the Company Entities for purposes of establishing collateral arrangements; (ix) delivering notices of prepayment within the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; (x) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Parent to (A) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation), and (B) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, by the Surviving Corporation or any of its Subsidiaries for concurrently with or immediately following the purpose of obtaining Effective Time; and (xi) promptly and in any event at least ten (10) days prior to the Closing Date, furnishing Parent and the Debt FinancingFinancing Sources with all documentation and other information required by regulatory authorities pursuant to applicable "know your customer" and anti-money laundering rules and regulations, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of businessPatriot Act. (b) Prior Nothing in this Section 6.14 shall require the Company Entities to (i) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses prior to the Effective DateTime for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent, none of Goldcorp, its Subsidiaries or its to give any indemnities that are effective prior to the Effective Time; or their respective Representatives shall be required to (ii) take any action that: (i) that would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any unreasonably interfere with the ongoing operations of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp Company and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith . (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp c) The Company hereby consents to the use of the Company Entities' logos of Goldcorp or its Subsidiaries in connection with any Debt the Financing; provided, however, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp Company or any of its Subsidiaries. (cd) Newmont acknowledges All non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Agreement shall be kept confidential in accordance with the Confidentiality Agreement; provided, however that Parent and agrees Merger Sub shall be permitted to disclose such information to any financing sources or prospective financing sources and other financial institutions and investors that are or may become parties to the consummation Debt Financing and to any underwriters, initial purchasers or placement agents in connection with the Debt Financing (and, in each case, to their respective counsel and auditors) so long as such Persons (i) agree to be bound by the Confidentiality Agreement as if parties thereto; or (ii) are subject to other customary confidentiality undertakings reasonably satisfactory to the Company. (e) Promptly upon request by the Company, Parent shall reimburse the Company (or pay in advance) for any reasonable and documented out-of-pocket costs and expenses (including outside attorneys' fees) incurred by the Company in connection with the cooperation of the transactions Company contemplated by this Section 6.14. (f) The Company Entities and their respective Representatives shall be indemnified and held harmless by Parent from and against any and all liabilities, losses, damages, claims, costs, expenses (including attorneys' fees), interest, awards, judgments, penalties and amounts paid in settlement suffered or incurred by them in connection with their cooperation in arranging the Financings pursuant to this Agreement is not conditioned upon or the consummation ofprovision of information utilized in connection therewith, except to the extent resulting from, or by reason of information provided by or at the receipt by Newmont direction of the proceeds ofCompany Entities or their respective Representatives, or to the Debt Financingextent that such liabilities, losses, damages, claims, costs or expenses, directly or indirectly, resulted from or arose out of the willful misconduct, bad faith or gross negligence of the Company Entities or their respective Representatives.

Financing Cooperation. Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide to Parent and Merger Sub, at Parent’s sole expense, all cooperation reasonably requested by Parent that is necessary in connection with obtaining financing in connection with the Merger (so long as such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (a) Goldcorp agrees to use commercially reasonable efforts to provide, furnishing Parent and to cause each of its Subsidiaries Merger Sub such financial and each of their respective Representatives to provide, such cooperation other pertinent information regarding the Company as may be reasonably requested by Newmont Parent, (b) participating in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions with rating agencies in connection with obtaining financing in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt FinancingMerger, (iic) direct their respective independent accountants to provide assisting Parent in the preparation of customary and reasonable assistance in connection with any Debt Financingoffering memoranda, including in connection with providing customary comfort letters and consentsbank information memoranda, (iii) obtain customary payoff authorization letters, releases of liens confirmations and other instruments of termination or discharge reasonably requested by Newmont undertakings, rating agency presentations and lender presentations relating to obtaining financing in connection with the repayment of debt of Goldcorp Merger, (d) providing and its Subsidiaries (provided that the effectiveness of any executing such arrangements shall customary documents as may be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement reasonably requested by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness Parent related to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries financing in connection with cooperation provided for the Merger, (e) using reasonable best efforts to satisfy the conditions precedent set forth in this Section 5.13 any definitive documentation relating to financing in connection with the Merger to the extent the information requested was not otherwise prepared satisfaction of such conditions requires the cooperation of or available in is within the ordinary course control of business. the Company, (bf) Prior using reasonable best efforts to cooperate with the financing sources’ due diligence investigation, to the extent customary and reasonable and not unreasonably interfering with the business of the Company and (g) using commercially reasonable efforts to obtain accountant’s comfort letters and legal opinions reasonably requested by Parent and customary for such financings, including issuing any customary representations letters to KPMG LLP. Anything in this Section 5.15 to the contrary notwithstanding, until the Effective DateTime occurs, none neither the Company nor any of Goldcorpits Subsidiaries, its Subsidiaries or its or nor any of their respective Representatives officers or directors, as the case may be, shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or required to pay any commitment or other similar fee fee, (ii) enter into any definitive agreement or make have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other payment agreement or document related to the financing in connection with the transactions contemplated by this Agreement, (iii) unless promptly reimbursed by Parent, be required to incur any other liability or provide or agree to provide any indemnity expenses in connection with such financing or (iv) be required to take any Debt Financing action in his/her capacity as a director of the Company or any of its Subsidiaries with respect to such financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their performance of respective Representatives in connection with their respective obligations under pursuant to, and in accordance with, this Section 5.13 or any information utilized in connection therewith (except5.15, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and the Company, its Subsidiaries and their respective Representatives from and against any and all costs damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with any Debt Financing and the performance arrangement of their respective obligations under this Section 5.13 Parent’s financing and any information utilized used in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.15. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees to The Company shall and shall cause the Subsidiaries of the Company to, at Parent’s sole expense, use commercially its and their respective reasonable best efforts to provide, and to cause each of its Subsidiaries and each of their respective Representatives to provide, provide such cooperation in connection with arranging, obtaining and syndicating the Financing as may be reasonably requested by Newmont Parent as is necessary and customary in connection with the borrowing arrangement of financings similar to the Financing; provided that such requested cooperation is consistent with Applicable Law and does not unreasonably interfere with the ongoing operations of the Company or an issuance any Subsidiary of debt the Company. Such cooperation by Newmont and/or the Company and the Subsidiaries of the Company shall include, in each case at the reasonable request of Parent: (i) preparing and furnishing Parent and the Financing Sources, not later than a time reasonably sufficient to allow Parent to satisfy the conditions in the Debt Commitment Letters, all Required Information and all other financial and other pertinent information and disclosures regarding the Company and the Subsidiaries as may be reasonably requested by Parent for use in connection with the Financing, (ii) causing the Company’s senior officers to participate in a reasonable number of lender meetings, rating agency presentations and due diligence meetings at reasonable times and upon reasonable advance notice, (iii) assisting Parent and the Financing Sources in the preparation of Debt Marketing Documents (and any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offerssupplements thereto) solely with respect to debt existing on information relating to the date hereof of Goldcorp or its Subsidiaries Company and the Subsidiaries, (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materialsiv) reasonably cooperating with the marketing efforts of Parent and the Financing Sources in connection with the Financing, including direct contact between such management of the Company and potential lenders in the Financing, (v) reasonably cooperating with Parent’s legal counsel in connection with customary legal opinions required in connection with the Financing, (vi) reasonably assisting Parent in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt FinancingCommitment Letters, including assisting Parent and the Financing Sources in connection the preparation of customary materials for rating agency presentations solely with providing customary comfort letters respect to information relating to the Company and consentsthe Subsidiaries, (vii) reasonably assisting in the preparation of, (iii) obtain customary payoff lettersand executing and delivering, releases of liens definitive Financing Agreements and other instruments of termination or discharge customary financing documents, including guarantee and collateral documents and other certificates and documents as may be reasonably requested by Newmont Parent, (viii) facilitating the pledging of collateral for the Financing (including delivery of original stock certificates and original stock powers of the Subsidiaries to the extent required on the Closing Date in connection with the repayment of debt of Goldcorp Financing and its Subsidiaries to the extent available to the Company), (provided that ix) using reasonable best efforts to assist the effectiveness of any such arrangements shall be contingent on Financing Sources in benefiting from the completion existing lending relationships of the ArrangementCompany, (x) taking all ministerial company actions, subject to and only effective upon the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Financing, (ivxi) authorize and facilitate discussionsat least three Business Days prior to the Closing Date, meetings providing all documentation and other engagement information about the Company and the Subsidiaries as is reasonably requested in writing by Newmont, its Subsidiaries or Affiliates with Parent at least ten Business Days prior to the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries Closing in connection with cooperation provided for in this Section 5.13 the Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act, and (xii) using reasonable best efforts to obtain customary payoff letters and lien terminations, if applicable, to the extent necessary to allow for the information requested was not otherwise prepared or available payoff, discharge and termination of (i) the Credit Agreement, dated as of February 24, 2014, between the Company and the financial institutions listed therein as lenders, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent and ▇.▇. ▇▇▇▇▇▇ Securities LLC as lead arranger and sole bookrunner, as amended to date and (ii) the Credit Agreement, dated as of February 24, 2014, between the Company and JPMorgan Chase Bank, N.A. as lender, as amended to date. Notwithstanding anything in the ordinary course of business. (b) Prior this Agreement to the Effective Datecontrary, none (A) neither the Company nor any Subsidiary of Goldcorp, its Subsidiaries or its or their respective Representatives the Company shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make enter into any other payment binding agreement or commitment or incur any other actual or potential liability or provide or agree to provide any indemnity obligation in connection with any Debt the Financing or their performance of their respective obligations under this Section 5.13 (or any information utilized in connection therewith (except, in the case of this paragraph (iiialternative financing) in respect of Goldcorp and its Subsidiaries, that is not subject to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont Closing, (B) no director, manager, officer or employee of the Company or any Subsidiary of the Company shall indemnify and hold harmless Goldcorp and its be required to deliver any certificate or take any other action pursuant to this Section 6.15(a) to the extent any such action would reasonably be expected to result in personal liability to such director, manager, officer or employee, (C) none of the Company, any of the Subsidiaries and their respective Representatives from and against of the Company or any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under directors or officers shall be obligated to adopt resolutions or execute consents to approve or authorize the execution of the Financing (or any alternative financing), provided that this Section 5.13 clause (C) shall not prohibit the adoption or execution of any resolutions or consents effective no earlier than the Closing Date by any persons that shall remain or will become officers or directors of the Company or any of the Subsidiaries of the Company as of the Effective Time, and (D) neither the Company nor any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use Subsidiary of the Company shall be required to take any action that would reasonably be expected, in the Financing pursuant reasonable judgment of the Company, to Section 5.13)conflict with, or result in any violation or breach of, any Applicable Law, any contract or obligations of confidentiality (not created in contemplation hereof) binding on the Company or the Subsidiaries of the Company. Goldcorp The Company hereby consents to the use of the Company’s and the Subsidiaries’ logos of Goldcorp or its Subsidiaries in connection with any Debt Financingthe Financing in an form and manner mutually agreed in advance with the Company; provided, however, that such logos are used solely in a an manner that is not intended to intended, or reasonably likely likely, to harm harm, disparage or disparage Goldcorp or any of its Subsidiaries otherwise adversely affect the Company or the reputation or goodwill of Goldcorp or any of its Subsidiariesthe Company. (cb) Newmont acknowledges Parent shall, promptly upon request by the Company, reimburse the Company for all documented out-of-pocket costs and agrees that expenses incurred by the consummation Company, the Subsidiaries of the transactions contemplated Company and its and their respective Representatives in connection with their respective obligations pursuant to Section 6.15(a). Parent shall indemnify and hold harmless the Company, the Subsidiaries of the Company and their respective Representatives, from and against any and all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements suffered or incurred by any of them in connection with the Financing or any Alternative Financing and any information supplied or provided in connection therewith (except to the extent suffered or incurred as a result of (i) the gross negligence, willful misconduct or material breach of this Agreement is not conditioned upon by the consummation ofCompany, any Subsidiary or any Representative thereof, in each case as determined by a court of competent jurisdiction, or (ii) any inaccuracy (other than any immaterial inaccuracy) in the receipt historical financial information provided to Parent by Newmont the Company pursuant to clause (a) in the definition of the proceeds of, the Debt Financing“Required Information”).

Financing Cooperation. (a) Goldcorp agrees to Kick shall use commercially its reasonable best efforts to providetake, or cause to be taken as promptly as practicable after the date hereof, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Minimum Debt Financing. Upon the Partnership’s request, Kick shall keep the Partnership informed of any material developments concerning the availability of, status of its efforts to arrange and obtain, the Minimum Debt Financing. Notwithstanding anything to the contrary contained herein, Kick shall be deemed to have satisfied its obligations under this Section 5.15(a) if (i) the Marketing Period has ended and (ii) the Company has made at least two (2) attempts (each attempt, for the avoidance of doubt, shall include marketing efforts and a roadshow that are customary for a first time issuer of notes) to arrange, obtain and consummate the Minimum Debt Financing prior to the Outside Date (the foregoing clauses (i) and (ii), the “Financing Termination Conditions”); provided, that the second attempt must come no earlier than 30 days after the end of the first attempt without the prior written consent of the Partnership (not to be unreasonably withheld, conditioned or delayed). (b) Each Burro Party shall use its reasonable best efforts, and to shall cause each of its Subsidiaries to use its reasonable best efforts, and each of them shall cause their respective Representatives to provideuse their reasonable best efforts, such to provide customary, reasonable and timely cooperation as may be to the Kick Parties and their respective Representatives, to the extent reasonably requested by Newmont in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (includingKick, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, including, to the extent so requested, using reasonable best efforts to: (i) (A) as promptly as reasonably practical, furnish the Kick Parties and any Financing Parties (and their respective Representatives, as applicable) with the Required Information; and (B) provide reasonable assistance to Kick in connection with Kick’s preparation of pro forma financial statements and pro forma financial information (it being agreed that the Burro Parties will not be required to provide any information or assistance relating to (a) the proposed aggregate amount of Debt Financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such Debt Financing, (b) any post-Closing or pro forma cost savings, synergies, capitalization or ownership desired to be incorporated into any information used in connection with the Debt Financing or (c) any financial information related to Kick or any of its Subsidiaries); (ii) direct provide reasonable and customary assistance to the Kick Parties and any Financing Parties (and their respective Representatives, agents and advisors, as applicable) in their preparation of (A) offering documents, offering memoranda, offering circulars, private placement memoranda, prospectuses, syndication documents and other syndication materials, including information memoranda, lender and investor presentations, bank books and other marketing documents, and similar documents to be used in connection with any portion of any Debt Financing to the extent customary in connection with any such Debt Financing and (B) materials for rating agency presentations, and otherwise reasonably cooperate with the marketing efforts of the Kick Parties and the Financing Parties (and their respective Representatives, agents and advisors, as applicable) for any portion of any Debt Financing; (iii) make senior management and other representatives of the Burro Parties available, at mutually agreed locations and upon reasonable prior notice, to participate in meetings (including one-on-one conference or virtual calls with any Financing Parties and potential Financing Parties, including prospective investors in any Debt Financing involving the issuance of securities), drafting sessions, presentations, road shows, rating agency presentations and due diligence sessions and other customary syndication or marketing activities, provided that, at the Partnership’s option in consultation with Kick, any such meeting or communication may be conducted virtually by teleconference, videoconference or other electronic media; (iv) cause the Burro Parties’ independent accountants registered accounting firm to provide customary assistance, including by using reasonable best efforts to cause the Burro Parties’ independent registered accounting firm or other applicable third party advisor (A) to provide customary comfort letters (including “negative assurance” comfort) (and drafts of such comfort letters) in connection with any capital markets transaction comprising a part of any Debt Financing to the applicable Financing Parties, in each case in form and substance customary for private placements of high yield debt securities to the extent applicable, (B) to provide any necessary consents (including, with respect to the Burro Parties’ independent registered accounting firm, to the inclusion of its audit report in respect of any financial statements of the Burro Group Entities included or incorporated in any of the applicable financing materials referred to in Section 5.15(b)(ii)), and (C) to participate in a reasonable assistance number of due diligence sessions at reasonable times and locations and upon reasonable prior notice; provided that, at the Partnership’s option, any such session may be conducted virtually by teleconference, videoconference or other electronic media, and including by using reasonable best efforts to provide customary representation letters to the extent required by such independent registered accounting firm in connection with the foregoing; (v) provide customary authorization letters authorizing the distribution of the Burro Parties’ information to prospective lenders in connection with a syndicated bank financing or otherwise with respect to any bank information memoranda, or similar document; (vi) assist the Kick Parties and any Financing Parties in obtaining or updating corporate, facility and issue credit ratings; (vii) assist in the negotiation, preparation and (contingent upon the Closing) execution and delivery of any credit agreement, indenture, note, debenture or other debt security, purchase, underwriting or agency agreement, guarantees, security documents, including any schedules or disclosures thereto, cash management agreements, hedging agreements, other supporting documents and customary closing certificates (excluding any solvency certificate), and any other definitive and ancillary documentation for any Debt Financing as may be requested by Kick; (viii) make introductions of Kick to the Burro Parties’ existing lenders and facilitate relevant coordination between Kick and such lenders; (ix) cooperate with the due diligence of Financing Parties and their Representatives in connection with any Debt Financing, to the extent customary and reasonable including the provision of all such information reasonably requested with respect to the property and assets of the Burro Group Entities and by providing to internal and external counsel of the Kick Parties and the Financing Parties, as applicable, customary back-up certificates and factual information to support any legal opinion that such counsel may be required to deliver in connection with providing any Debt Financing; (x) deliver, at least four (4) Business Days prior to Closing, to the extent reasonably requested in writing at least nine (9) Business Days prior to Closing, all documentation and other information regarding the Burro Group Entities that any Financing Party reasonably determines is required by domestic and foreign regulatory authorities under applicable “know your customer” and domestic and foreign anti-money laundering rules and regulations, including the USA Patriot Act of 2001, and a beneficial ownership certificate in respect of any of the Burro Group Entities that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (31 C.F.R. § 1010.230); (xi) to the extent requested by Kick, in connection with any steps Kick may determine are necessary or desirable to take in order to prepay or redeem, satisfy and discharge all amounts and obligations outstanding under the Burro Credit Facilities and the Partnership’s Notes or any other indebtedness, provide all reasonable assistance to, and evidence thereof, to Kick, including (A) preparing, submitting and/or issuing customary comfort letters notices in respect of any such prepayment or redemption; provided that any such prepayment and consentsredemption shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Partnership, (iiiB) obtain obtaining from the agent a customary payoff lettersletter in respect of the Burro Credit Facilities, releases (C) cooperating in the satisfaction, discharge and release of liens Liens securing the Burro Credit Facilities and the Partnership’s Notes including obtaining customary lien termination and other instruments of termination or discharge discharge, in each case in a form reasonably requested by Newmont in connection with the repayment of debt of Goldcorp acceptable to Kick (which discharges and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussionsreleases, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose avoidance of obtaining Debt Financingdoubt, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: effect before the Closing) and (iD) would contravene any applicable Law taking such actions as may be permitted or any agreement that relates required by the terms of the Burro Credit Facilities or the Partnership’s Notes to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction prepare, submit and/or issue such notices in respect of any condition in Article 6 hereof; prepayment or (iii) would subject such Person to actual or potential liability, to bear any cost or expense redemption thereof or to pay satisfy, discharge and/or defease any commitment or other similar fee or make any other payment or incur any other liability or all obligations thereunder; (xii) to the extent requested by Kick, provide or agree to provide any indemnity guarantees in connection with any Debt Financing or their performance (which guarantees, for the avoidance of their respective obligations under this Section 5.13 or any information utilized in connection therewith doubt, shall not be required to take effect before the Closing); and (except, in the case of this paragraph (iiixiii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents consent to the use of the its and its Subsidiaries’ trademarks, trade names and logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, provided that such trademarks, trade names and logos are used solely in a manner that is not intended to or to, nor reasonably likely to to, harm or disparage Goldcorp the Partnership or its Subsidiaries or the Partnership’s or its Subsidiaries’ reputation or goodwill. (c) For the avoidance of doubt, any failure of the Burro Parties to fulfill their obligations under Section 5.15(b) shall not be deemed a breach of this Agreement or excuse the performance of Kick to consummate the transactions, so long as the Burro Parties are acting in good faith to fulfill such obligations. (d) Notwithstanding the foregoing, none of the Partnership nor any of its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 5.15(d) that would: (i) require the Partnership or its Subsidiaries or any of their respective Affiliates or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of any Debt Financing or enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement (except for the authorization letters contemplated by Section 5.15(b)(v)) in each case, that would be effective prior to Closing, (ii) cause any representation, warranty or other provision in this Agreement to be breached by the Partnership or any of its Affiliates, which breach if occurring or continuing at the Initial Effective Time would result in the failure of any of the conditions set forth in Section 6.2(a) or Section 6.2(b), (iii) require the Partnership or any of its Affiliates to (x) pay any commitment or other similar fee or (y) incur any other expense, liability or obligation which expense, liability or obligation is not reimbursed or indemnified hereunder in connection with any Debt Financing prior to the Closing, or (z) have any obligation of the Partnership or any of its Affiliates under any agreement, certificate, document or instrument be effective until the Closing, (iii) cause any director, officer, employee or stockholder of the Partnership or any of its Affiliates to incur any personal liability (except to the extent such Person is continuing in such role after Closing, and solely with respect to agreements contingent upon Closing and that would not be effective prior to Closing) or provide any representation or certificate such director, officer, employee or stockholder believes in good faith is false to the extent disclosed to the Kick Parties in writing, (iv) conflict with the Governing Documents of the Partnership or any of its Affiliates or any Laws, or material contracts, (v) provide access to or disclose information to the extent that the Partnership or any of its Affiliates determines in good faith would jeopardize any attorney-client privilege or other similar privilege or protection of the Partnership or any of its Affiliates in respect of such information; (vi) require the Burro Parties or any of their respective Subsidiaries or Representatives to prepare or provide any Excluded Information, (vii) require the reputation Representatives of the Burro Parties to provide any legal opinion or goodwill (viii) unreasonably interfere with the ongoing operations of Goldcorp the Partnership or any of its Subsidiaries. Kick shall, promptly on request by the Partnership, reimburse the Partnership and its Affiliates for all reasonable, documented and invoiced out-of-pocket costs (including reasonable, documented and invoiced out-of-pocket attorneys’ fees) incurred in good faith by them or their Representatives in connection with the cooperation described in Section 5.15(b) and shall indemnify and hold harmless the Partnership and its Affiliates and their respective Representatives (collectively, the “Indemnified Parties”) from and against any and all losses suffered or incurred by them in connection with any Debt Financing, any action taken by them at the request of Kick or its Representatives pursuant to Section 5.15(b) and any information used in connection therewith except (i) to the extent suffered or incurred as a result of the bad faith, gross negligence, willful misconduct or breach of this Agreement by any Indemnified Party or (ii) as a result of any untrue statement of material fact or material omissions of any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in any information provided by or on behalf of any Indemnified Party and included in the documents related to such Debt Financing in conformity therewith or (iii) that were agreed to by any Indemnified in a settlement without the written consent of Kick. (ce) Newmont acknowledges All non-public or otherwise confidential information regarding the Partnership or any of its Affiliates obtained by Kick or its Representatives pursuant to this Section 5.15(e) shall be kept confidential in accordance with the Confidentiality Agreement; provided, that Kick shall be permitted to disclose such information to (i) any Financing Parties subject to customary confidentiality obligations and agrees that (ii) otherwise to the consummation of extent necessary and consistent with customary practices in connection with any Debt Financing subject to customary confidentiality arrangements reasonably satisfactory to the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt FinancingPartnership.

Financing Cooperation. (a) Goldcorp agrees From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to use commercially reasonable efforts Section 8.01), subject to providethe limitations set forth in this Section 5.06, and to unless otherwise agreed by Parent, the Company will, and will cause each of its Subsidiaries to, and each will use its reasonable efforts to cause its and its Subsidiaries’ Representatives to, use its or their reasonable best efforts to cooperate with Parent as reasonably requested by Parent in connection with Parent’s arrangement of their respective Representatives the Financing (which, solely for purposes of this Section 5.06 and the use of the term Financing Party in this Section 5.06, shall include any alternative equity or debt financings, all or a portion of which will be used to providefund the Cash Consideration). Such cooperation will include using reasonable best efforts to: (i) cooperate with the marketing efforts of Parent for all or any part of the Financing, such cooperation including making appropriate officers reasonably available, with appropriate advance notice, for participation in lender or investor meetings, due diligence sessions, meetings with ratings agencies and road shows, and reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, lender and investor presentations and similar documents as may be reasonably requested by Newmont Parent or any Financing Party, in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (includingeach case, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on information relating to the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp Company and its Subsidiaries in connection with cooperation provided such marketing efforts; (ii) furnish Parent and the Financing Parties with the Required Financial Information and any other information with respect to the Company and its Subsidiaries as is reasonably requested by Parent or any Financing Party and is customarily (A) required for the marketing, arrangement and syndication of financings similar to the Financing or (B) used in the preparation of customary offering or information documents or rating agency, lender presentations or road shows relating to the Financing; (iii) request that the Company’s independent accountants participate in drafting sessions and accounting due diligence sessions and cooperate with the Financing (including as set forth in the Debt Letters as in effect on the date of this Section 5.13 Agreement) or in connection with a customary offering of securities, including the type described in the Commitment Letter, consistent with their customary practice, including requesting that they provide customary consents and comfort letters (including “negative assurance” comfort) to the extent required in connection with the marketing and syndication of the Financing (including as set forth in the Debt Letters as in effect on the date of this Agreement) or as are customarily required in an offering of securities of the type contemplated by the Financing; (iv) obtain or provide certificates and other customary documents (other than legal opinions) relating to the Financing as reasonably requested by Parent; (v) cooperate in satisfying the conditions precedent set forth in any definitive documentation relating to the Financing to the extent the satisfaction of such condition reasonably requires the cooperation of, or is within the control of, the Company; (vi) furnish all documentation and other information required by a Governmental Entity or any Financing Party under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), to the extent reasonably requested was by Purchaser at least 10 Business Days prior to the anticipated Closing Date; (vii) assist Parent in obtaining any credit ratings from rating agencies contemplated by the Debt Letters; and (viii) use reasonable best efforts to obtain such consents, waivers, estoppels, approvals, authorizations and instruments which may be requested by Parent in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as allowed by Section 5.06(a)(iii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information in a form not otherwise customarily prepared by the Company with respect to such period or available in (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the ordinary course date of businesssuch request. (b) Prior Notwithstanding anything to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: contrary contained in this Agreement (including this Section 5.06): (i) nothing in this Agreement (including this Section 5.06) shall require any such cooperation to the extent that it would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii1) would reasonably be expected to impair or prevent require the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or Company to pay any commitment or other similar fee fees, reimburse any expenses or make any other payment or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or its Subsidiaries, or (3) require the Company or any of the Company Subsidiaries to enter into or approve any agreement or other documentation effective prior to the Closing and (ii) no action, liability or provide obligation (including any obligation to pay any commitment or agree to provide other fees or reimburse any indemnity in connection with expenses) of the Company, its Subsidiaries, or any Debt Financing or their performance of their respective obligations Representatives under this Section 5.13 any certificate, agreement, arrangement, document or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, instrument relating to the extent such liability, cost, expense or indemnity is conditional upon Financing shall be effective until the occurrence of the Effective Time)Closing. Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp The Company hereby consents to the use of the its and its Subsidiaries’ logos of Goldcorp or its Subsidiaries in connection with any Debt Financingthe Financing in a form and manner mutually agreed with the Company; provided, however, that such logos are used solely in a manner that is not intended to intended, or reasonably likely likely, to harm or disparage Goldcorp the Company or its Subsidiaries or any of its Subsidiaries their respective subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiariesthe foregoing. (c) Newmont acknowledges Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its reasonable and agrees that documented out-of-pocket fees and expenses (including reasonable fees and expenses of counsel and accountants) incurred by the consummation Company, any of the transactions Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Agreement is not conditioned upon Section 5.06 and (ii) indemnify and hold harmless the consummation Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the receipt by Newmont Financing and any information used in connection therewith other than those claims, losses, damages, injuries, liabilities, judgments, awards, penalties, fines, costs, expenses and settlement payment arising out of or resulting from the gross negligence, fraud or willful misconduct of the proceeds ofCompany, any of the Debt FinancingCompany Subsidiaries or any of their respective Representatives as finally determined by a court of competent jurisdiction.

Financing Cooperation. Without limiting the generality of ‎Section 7.02 or ‎Section 7.05, and to assist the Parent in its financing efforts, the Company agrees to reasonably cooperate with the arrangement of the Financing, including by (a) Goldcorp agrees preparing and providing to use commercially reasonable efforts Parent and its Financing Sources, as promptly as reasonably practicable after Parent’s written request therefor, all customary and reasonably available financial and other information with respect to provide, the Company and to cause each of its Subsidiaries and each the transactions contemplated hereby and by the Financing, including, to the extent as would be required by Rule 3-05 and Article 11 of Regulation S-X to be filed on a Form 8-K by Parent, regardless of the timing of such filing, (i) audited consolidated annual financial statements of the Company and (ii) unaudited interim consolidated financial statements of the Company (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100), (b) providing as promptly as reasonably practicable after Parent’s written request therefor any information reasonably necessary to assist Parent with the preparation of customary pro forma financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations of the SEC promulgated thereunder and required to be included in a Registration Statement on Form S-3 under the 1933 Act or reasonably and customarily required by the Financing Sources to be included in any offering documents for the Financing and (c) using commercially reasonable efforts to cause the Company’s independent accountants to cooperate with the Financing Sources in a manner consistent with their respective Representatives customary practice and to provide, such cooperation as may be reasonably requested by Newmont participate in customary auditor due diligence calls and provide customary accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the comfort letters delivered in connection with the borrowing or an issuance Company’s public offerings shall be deemed to be customary for purposes of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offersthis ‎Section 7.06) with respect and customary consents to debt existing on the date hereof inclusion of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont audit reports in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion Financing if historical financial statements or other financial information of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or Company are included in any of its Subsidiaries offering documents for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees to The Company shall, and shall cause its Subsidiaries to, and shall use commercially its reasonable efforts to providecause its Representatives to, in each case at Parent’s sole expense and subject to cause each of its Subsidiaries the limitations set forth in Section 5.7(b), provide to Parent and each of their respective Representatives to provide, such Merger Sub with reasonable cooperation as may be reasonably requested by Newmont Parent and Merger Sub that is reasonably necessary in connection with the borrowing or an issuance potential financing pursuant to the Financing Commitment, including reasonably promptly following Parent’s request, furnishing Parent and its potential providers of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) financing with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with the potential financing pursuant to the Financing Commitments that is available to or readily obtainable by the Company and opening bank accounts in commercial banks that are providers of the financing pursuant to the Financing Commitments and the deposit cash amounts therein; provided that nothing herein shall require the Company to execute any Debt Financingdocuments, (ii) direct their respective independent accountants certificates, mortgages or instruments pursuant to provide the Finanicing Commitments that are not reasonable and customary to transactions similar to the transactions contemplated under this Agreement and/or that shall become effective prior to the Effective Time and reasonable assistance provided further that the potential providers of such financing shall confirm that they shall have no claims against the directors and officers of the Company in office prior to the Effective Time in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination acts or discharge reasonably requested by Newmont omissions in connection with the repayment provision of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 financing pursuant to the extent the information requested was not otherwise prepared or available in the ordinary course of businessFinancing Commitments. (b) Prior Notwithstanding the requirements of Section 5.7(a), (i) nothing herein shall require cooperation contemplated thereby to the Effective Dateextent it would interfere with the business or operations of the Company or its Subsidiaries, none (ii) neither the Company nor any of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take pay any action that: (i) would contravene any applicable Law commitment fee or other fee or any agreement that relates payment whatsoever or to borrowed money incur any liability whatsoever with respect to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected the financing prior to impair or prevent the satisfaction of any condition in Article 6 hereof; or Effective Time, and (iii) would subject such Person to actual nothing herein shall require cooperation or potential liabilityassistance from a Company director, to bear any cost officer or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, employee to the extent such liabilityCompany director, cost, expense officer or indemnity is conditional upon employee may incur any personal financial liability by providing such cooperation or assistance that will not be immediately repaid or reimbursed in full by the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its SubsidiariesParent. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp TransGlobe agrees to use commercially reasonable efforts to provide, and to cause each of its Subsidiaries and each of their respective Representatives to provide, such cooperation as may be reasonably requested by Newmont VAALCO in connection with the borrowing or an issuance of debt by Newmont VAALCO, AcquireCo and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp TransGlobe or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont VAALCO in connection with the repayment of debt of Goldcorp TransGlobe and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by NewmontVAALCO, its Subsidiaries or Affiliates affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp TransGlobe or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont VAALCO (or, at VAALCO’s direction, AcquireCo) shall reimburse Goldcorp TransGlobe for all reasonable out-of-pocket costs or expenses incurred by Goldcorp TransGlobe and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of GoldcorpTransGlobe, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp TransGlobe or any of its subsidiaries Subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp TransGlobe and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont VAALCO (or, at VAALCO’s direction, AcquireCo) shall indemnify and hold harmless Goldcorp TransGlobe and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp TransGlobe or its Subsidiaries specifically for use in the Debt Financing pursuant to this Section 5.13). Goldcorp TransGlobe hereby consents to the use of the logos of Goldcorp TransGlobe or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp TransGlobe or any of its Subsidiaries or the reputation or goodwill of Goldcorp TransGlobe or any of its Subsidiaries. (c) Newmont VAALCO acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont VAALCO or AcquireCo of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees Prior to use commercially reasonable efforts the Closing Date and subject to Section 6.14(c), the Company shall provide, and shall use reasonable best efforts to cause each of its Company Subsidiaries and each of their respective Representatives to provide, on a timely basis, to Parent all cooperation reasonably requested by Parent that is necessary and customary in connection with the Debt Financing, including the New Notes (as defined in the Debt Commitment Letter), or any replacement, amended, modified or alternative financing elected by Parent and including any financing to refinance (at Parent’s option) the Notes (collectively with the Debt Financing, the “Available Financing”). Without limiting the generality of the foregoing, such cooperation and reasonable best efforts for purposes of this Section 6.14(a) in any event shall include to: (i) provide Parent and the Financing Sources and their respective agents with (A) the financial statements and other financial information regarding the Company and the Company Subsidiaries identified in clauses (A) and (B) of clause (iv) (notwithstanding the provisos of clause (iv)) of Exhibit D of the Debt Commitment Letter (as in effect on the date hereof) and (B) such financial information related to the Company and its Subsidiaries as is reasonably required by Parent for Parent to produce the pro forma financial statements identified in clause (C) of clause (iv) (notwithstanding the provisos of clause (iv)) of Exhibit D of the Debt Commitment Letter as of the date hereof (or any similar pro forma financial statements required in connection with any Available Financing) and specified in writing by Parent to the Company; provided that the Company and the Company Subsidiaries shall have no obligation to prepare or provide any pro forma financial statements or projections (all information required to be delivered pursuant to this clause (i) being referred to as the “Required Information”); (ii) participate (including by making members of senior management with appropriate seniority and expertise, reasonably available to participate alongside senior management of Parent) in customary syndication and marketing activities, including sessions with the ratings agencies, in connection with the Available Financing; (iii) reasonably cooperate with the Financing Sources’ and their respective agents’ customary due diligence; (iv) reasonably cooperate with the marketing efforts for any portion of the Available Financing, including using its reasonable best efforts to assist the financing sources in involving the Company’s existing lending and investment banking relationships in any syndication efforts in connection with the Available Financing; (v) assisting Parent in Parent’s preparation of customary bank information memoranda, lender presentations, offering memoranda, private placement memoranda (including under Rule 144A and/or Regulation S under the Securities Act), registration statements, prospectuses and prospectus supplements under the Securities Act and other materials in connection with a syndicated bank financing, securities offering or other debt offering in connection with such Available Financing to the extent relating to the Company and the Company Subsidiaries; (vi) assist Parent with Parent’s preparation of pro forma financial statements and pro forma financial information; (vii) instruct its certified independent auditors to provide (x) consent to use of their reports in any materials relating to the Available Financing, including SEC filings and offering memoranda that include or incorporate the Company’s consolidated financial information and their reports thereon in accordance with normal customary practice and (y) customary auditors reports and comfort letters (including “negative assurances” comfort) with respect to financial information relating to the Company and the Company Subsidiaries in customary form; (viii) use reasonable best efforts to provide (including using reasonable best efforts to obtain such documents from its advisors) customary certificates and other customary closing documents as may be reasonably requested by Newmont Parent or the Financing Sources; (ix) cause the taking of corporate actions within the control of the Company reasonably necessary to permit the completion of the Available Financing; (x) to the extent necessary, use reasonable best efforts to facilitate the pledging of collateral and executing and delivering pledge and security documents (and any other documents or instruments required for the creation and perfection of security interests in the collateral securing the Available Financing) or other definitive financing documents reasonably requested by Parent or the Financing Sources (including guarantees and other deliverables), provided, however, that no obligation of the Company or any of the Company Subsidiaries under any such agreement or instrument under this clause (x) shall be effective until the Closing Date; (xi) so long as such information is reasonably requested by Parent at least 10 Business Days prior to the Closing Date, use reasonable best efforts to provide, at least five (5) Business Days prior to the Closing Date, to the Financing Sources all documentation and other information with respect to the Company and the Company Subsidiaries and reasonably requested by such Financing Sources that such Financing Sources reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (xii) provide to Parent such pertinent information reasonably requested by Parent, and update such information, describing the Company or its Subsidiaries to be used in marketing or offering materials prepared in accordance with normal customary practice in connection with the borrowing or an issuance Available Financing such that, after giving effect to such updates, (A) such information, when taken as a whole along with the Company Reports filed by the Company since January 1, 2014 through such date, does not contain as of debt by Newmont and/or any liability management transaction (including, without limitationthe time provided, any exchange offersuntrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made and (B) the financial statements and other financial information included in such updated information and the Required Information are sufficiently current pursuant to Rule 3-12 under Regulation S-X to the extent applicable and permit the Company’s independent auditors to issue a customary comfort letter, consent solicitations or tender offersincluding customary “negative assurance” comfort (in accordance with normal practices and procedures). (b) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation toParent shall promptly, upon reasonable notice: (i) provide assistance with any discussions request by the Company, reimburse the Company, the Company Subsidiaries and each of and/or furnishtheir Affiliates, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or and expenses (including attorneys’ fees) incurred by Goldcorp and its the Company, the Company Subsidiaries or any of their Affiliates, as applicable, in connection with the cooperation provided for in of the Company, the Company Subsidiaries and any of their Affiliates, as applicable, contemplated by this Section 5.13 6.14. Parent shall indemnify and hold harmless the Company, the Company Subsidiaries and their Affiliates (and its and their Representatives) from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing or Available Financing and any information used in connection therewith, in each case except to the extent such losses, damages, claims, costs or expenses arise from (i) historical information provided by the information requested was not otherwise prepared Company or available in any Company Subsidiary or (ii) the ordinary course bad faith or willful misconduct of businessthe Company or any Company Subsidiary, as finally determined by a court of competent jurisdiction. (bc) Prior Notwithstanding anything in this Agreement to the Effective Datecontrary, none neither the Company nor any of Goldcorp, its the Company Subsidiaries or its or their respective Representatives shall be required to take or permit the taking of any action that: pursuant to this Section 6.14 that would (i) would contravene unreasonably interfere with the business or ongoing operations of the Company and the Company Subsidiaries, (ii) in connection with any applicable Law Available Financing other than the Debt Financing contemplated by the Debt Commitment Letter (including, for the avoidance of doubt, the New Notes (as defined in the Debt Commitment Letter)) as in effect on the date hereof and referenced in Section 5.14, impose on the Company or any agreement that relates to borrowed money to which Goldcorp of the Company Subsidiaries or any of its subsidiaries are a party: and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives, any meaningfully greater burden, obligation, time commitment or other commitment than those that had already been (iior would have been) would reasonably be expected to impair or prevent imposed on them in the satisfaction context of any condition the Debt Financing contemplated by the Debt Commitment Letter as in Article 6 hereof; or effect on the date hereof and referenced in Section 5.14, (iii) would subject such Person cause any representation or warranty in this Agreement to actual be breached by the Company or potential liabilityany of the Company Subsidiaries, to bear (iv) require the Company or any cost or expense or of the Company Subsidiaries to pay any commitment or other similar fee or make incur any other payment expense, liability or obligation in connection with the Available Financing prior to the Closing or have any obligation of the Company under any agreement, certificate, document or instrument be effective until the Closing, (v) cause any director, officer or employee or stockholder of the Company or any of the Company Subsidiaries to incur any personal liability, (vi) conflict with the organizational documents of the Company or any of the Company Subsidiaries or any Laws, (vii) reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any contract to which the Company or any of the Company Subsidiaries is a party, (viii) provide access to or disclose information that the Company or any of the Company Subsidiaries determines would jeopardize any attorney–client privilege of the Company or any of the Company Subsidiaries, (ix) prepare separate financial statements for any Subsidiary of the Company or change any fiscal period or (x) authorize any corporate action of the Company or any of the Company Subsidiaries that would become effective prior to the Closing. (d) Parent acknowledges and agrees that, other than out-of-pocket costs and expenses subject to reimbursement pursuant to this Section 6.14, neither the Company nor any of the Company Subsidiaries and Representatives shall have any responsibility for, or incur any other liability or provide or agree to provide to, any indemnity Person under, any Debt Financing that Parent may raise in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 6.14; provided, however, that this Section 6.14(d) is not conditioned upon intended to override or mitigate the consummation ofCompany’s obligations under this Agreement, including without limitation, Section 6.14(a). All non-public or otherwise confidential information regarding the receipt by Newmont Company or any of the proceeds of, Company Subsidiaries obtained by Parent or its Representatives pursuant to this Section 6.14 shall be kept confidential in accordance with the Debt FinancingConfidentiality Agreement.

Financing Cooperation. (a) Goldcorp agrees Prior to the Closing, the Company shall use its reasonable best efforts to, and shall cause its Subsidiaries to use commercially their reasonable best efforts to, and shall use its reasonable efforts to providecause its and their Representatives to, and to cause each of its Subsidiaries and each of their respective Representatives to provide, such provide all cooperation as may be reasonably requested by Newmont Parent necessary and customary for the arrangement of the Financing (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries), including by (i) if requested by Parent, participating in a reasonable number of meetings (including meetings with prospective Lenders), presentations, road shows, due diligence sessions and sessions with rating agencies, at reasonable times and with reasonable advance notice, (ii) to the extent required by the Financing and requested by Parent, using reasonable efforts to facilitate the pledging of, and perfection of security interests in, collateral, effective no earlier than the Effective Time, (iii) furnishing Parent and the Lenders as promptly as reasonably practicable following the delivery of a request therefor to the Company by Parent (which notice shall state with specificity the information requested) such financial and other information regarding the Company as is readily available to the Company at such time and is customarily required in connection with the borrowing execution of financings of a type similar to the Financing, including the financial statements of the Company and its consolidated Subsidiaries required by condition paragraph 4 in Exhibit C to the Debt Commitment Letter (such financial statements, the “Required Financial Information”), (iv) if requested by Parent, using reasonable best efforts to assist Parent in connection with Parent’s preparation of customary pro forma financial statements as required by condition paragraph 5 in Exhibit C to the Debt Commitment Letter; provided, that (x) Parent shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments giving effect to the Merger and the other transactions contemplated herein and (y) the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records, (v) in each case following Parent’s reasonable request, using reasonable best efforts to assist Parent and Merger Sub in the preparation of (A) confidential information memoranda (including a version that does not include material non-public information) and other customary marketing materials required in connection with financings similar to the Financing, (B) materials for rating agency presentations and (C) definitive documentation for the Financing, (vi) following Parent’s reasonable request, using reasonable best efforts to cause directors and officers who will continue to hold such offices and positions from and after the Effective Time to execute Table of Contents resolutions or an issuance consents of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) the Company and its Subsidiaries that do not become effective until the Effective Time with respect to debt existing on entering into the date hereof definitive documentation for the Financing and otherwise as necessary to authorize consummation of Goldcorp the Financing, and (vii) if requested by Parent, provide, at least two (2) Business Days prior to the Closing Date, all documentation and other information as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent requested by Parent in writing at least nine (9) Business Days prior to the anticipated Closing Date. Notwithstanding anything to the contrary contained in this Section 5.13 or otherwise, neither the Company nor any of its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable noticeshall be required to take or permit the taking of any action pursuant to this Section 5.13 that would: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with require the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by NewmontCompany, its Subsidiaries or Affiliates with any Persons who are directors or officers of the current lenders, noteholders or other providers of existing indebtedness to Goldcorp Company or any of its Subsidiaries for to pass resolutions or consents to approve or authorize the purpose of obtaining Debt Financing, including by necessary or appropriate waivers execution of the Confidentiality Financing that is effective prior to the Effective Time or execute or deliver any certificate, opinion, document, instrument or agreement or agree to any change or modification of any existing certificate, opinion, document, instrument or agreement that is effective prior to the Effective Time, (ii) cause any representation or warranty in this Agreement to permit such activitiesbe breached by the Company or any of its Subsidiaries, (iii) require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the Financing prior to the Closing or have any obligation of the Company or any of its Subsidiaries under any certificate, document, instrument or agreement be effective until the Closing, (iv) cause any director, officer employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (v) conflict with the organizational documents of the Company or any of its Subsidiaries or any Laws, (vi) reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which the Company or any of its Subsidiaries is a party, (vii) provide access to or disclose information that the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege or other applicable privilege of the Company or any of its Subsidiaries, (viii) require the Company or any of its Subsidiaries to prepare any financial statements or information that (a) are not available to it and prepared in the ordinary course of its financial reporting practice and (b) would not otherwise be available to it or capable of being prepared by it without undue burden or otherwise with the use of its commercially reasonable efforts or (ix) require the Company or any of its Subsidiaries to enter into any instrument or agreement that is effective prior to the occurrence of the Closing or that would be effective if the Closing does not occur. Newmont Nothing contained in this Section 5.13 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Financing. Parent shall, promptly upon request by the Company, reimburse Goldcorp the Company for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and the Company or any of its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the arrangement of the Financing and any Debt Financing or their performance of their respective obligations under action taken by them pursuant to this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp the Company and its Subsidiaries and their respective Representatives from and against any and all costs losses suffered or incurred by them in connection with the arrangement of the Financing, any Debt Financing and action taken by them at the performance request of their respective obligations under Parent pursuant to this Section 5.13 and any information utilized used in connection therewith (other than arising from information provided in writing by Goldcorp the Company or its Subsidiaries specifically for use in the Financing connection with its obligations pursuant to this Section 5.13). Goldcorp hereby consents . (b) The Company shall use its reasonable best efforts to deliver or cause to be delivered to Parent on or prior to the use second (2nd) Business Day prior to the Effective Time, a Table of Contents copy of a payoff letter (subject to delivery of funds as arranged by Parent), in customary form and substance, from the Administrative Agent (as defined in the Specified Credit Agreement) under the Specified Credit Agreement. The Company shall, and shall cause its Subsidiaries, as applicable, to, deliver all notices (which notices shall be subject to the consummation of the logos Financing) and take all other reasonable actions required to facilitate the termination of Goldcorp or its Subsidiaries commitments under the Specified Credit Agreement, the repayment in full of all Obligations (as defined in the Specified Credit Agreement, but other than contingent obligations for which no claim has been made and any other obligations that survive the termination of the Specified Credit Agreement pursuant to the terms thereof) then outstanding thereunder and the release of any Liens and termination of all guarantees (if any) in connection therewith, in each case, on the Closing Date in connection with any Debt Financingsuch repayment (each such termination, repayment or release, a “Credit Agreement Termination”); provided, provided that such logos are used solely (x) in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp no event shall this Section 5.13(b) require the Company or any of its Subsidiaries to cause any Credit Agreement Termination unless the Closing shall have occurred and (y) Parent shall provide, or the reputation cause to be provided, all funds required to effect all such repayments and cash collateralization, backstop or goodwill replacement of Goldcorp or any letters of its Subsidiariescredit. (c) Newmont acknowledges If requested by Parent in writing, the Company shall use its reasonable best efforts to, and agrees shall cause its Subsidiaries to use their reasonable best efforts to, (i) issue one or more notices of optional redemption (including, if and to the extent permitted under the Existing Notes and Existing Indenture, any notice to extend the redemption date) for all of the outstanding aggregate principal amount of the Existing Notes pursuant to the Existing Indenture, in order to effect a redemption of the Existing Notes on (or at Parent’s election, following) the Closing Date; provided that such redemption notice shall provide that the consummation of obligation to redeem the transactions contemplated by this Agreement is not Existing Notes shall be subject to and conditioned upon the consummation ofoccurrence of the Closing Date and the deposit of funds contemplated in the next sentence, and (ii) provide any other cooperation reasonably requested by Parent to facilitate the redemption of the Existing Notes (and/or, if elected by Parent, satisfaction and discharge of the Existing Notes and the Existing Indenture) effective as of (or at Parent’s election, following) and conditioned upon the occurrence of the Closing Date (including delivering any notices, requests, certificates and legal opinions or orders required to be delivered to the trustee under the Existing Indenture in connection with the notice of optional redemption or satisfaction and discharge (but solely to the extent such notices, requests, certificates, opinions and orders would not conflict with applicable Law and would be accurate in light of the facts and circumstances at the time delivered)). The Company shall provide Parent with a reasonable opportunity to review and comment on such notices, requests, certificates and orders and any other document that purports to effect, amend or modify the terms of the redemption. Parent shall deposit, or cause to be deposited, funds with the Existing Notes Trustee sufficient to fund the Discharge no later than the redemption time specified in the applicable redemption notice, or, in the case of a satisfaction and discharge, the time of such satisfaction and discharge (in each case, subject to the occurrence of the Closing Date and the receipt by Newmont Parent of financing in an amount sufficient to effect such redemption in full). The redemption (or, if applicable, satisfaction and discharge) of the proceeds ofExisting Notes and Existing Indenture pursuant to this Section 5.13(c), and the release of all guarantees in connection therewith, are referred to collectively as the “Discharge.” (d) For the avoidance of doubt, the Debt Financing.parties hereto acknowledge and agree that the provisions contained in this Section 5.13 represent the sole obligation of the Company, its

Financing Cooperation. (a) Goldcorp agrees Prior to use commercially reasonable efforts the earlier of the termination of this Agreement pursuant to provideArticle VIII and the Effective Time, the Company shall, and to shall cause each of its Subsidiaries and each of its and their respective Representatives to, at Investor’s sole expense (such expense to providebe reasonable), such cooperation cooperate in connection with the arrangement of the Financing as may be reasonably requested by Newmont Investor (provided that such requested cooperation is otherwise consistent with this Agreement and does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including: (i) subject to Section 6.8, providing to the Financing Sources financial and other information in the Company’s possession with respect to the Merger, making the Company’s senior management, officers and advisors available to assist the Financing Sources and otherwise reasonably cooperating in connection with the borrowing or an issuance consummation of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable prior written notice: , assisting in preparation for and participating in a reasonable number of calls and meetings in a reasonable location (iincluding customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders of, the Financing and members of senior management of the Company), presentations, due diligence (including accounting due diligence) provide assistance and presentations to prospective Financing Sources and investors, and cooperating with the syndication efforts of Investor and Acquisition Sub and their Financing Sources as contemplated by the Debt Commitment Letters, in each case in connection with all or any discussions portion of and/or furnishthe Financing; (ii) as promptly as practical, furnishing Investor, Acquisition Sub and the Financing Sources, and their respective Representatives, with financial and other pertinent information regarding the Company and its Subsidiaries as applicablemay be reasonably requested by Investor in connection with the Debt Financing or that are necessary for the satisfaction of the obligations and conditions set forth in the Debt Commitment Letters, including (A) the audited consolidated balance sheets and related consolidated statements of income, cash flows and shareholders’ equity of the Company for the three most recently completed fiscal years ended at least 90 days before the Closing, accompanied by an unqualified report thereon by its independent registered public accountants, and (B) unaudited consolidated balance sheets and related statements of income and cash flows of the Company for each subsequent fiscal quarter ended at least 45 days before the Closing, all of which financial statements shall be prepared in accordance with generally accepted accounting principles in the United States (such businessinformation set forth in sub-clauses (A) and (B), financial statementscollectively, pro forma financialsthe “Required Information”); (iii) assisting with the preparation of bank information memoranda, business projections, management discussion lender presentations and analysis and other customary financial data and information (including diligence materials) reasonably similar documents required in connection with any Debt the Financing, (ii) direct their respective independent accountants to provide including execution and delivery of customary and reasonable assistance representation letters in connection with bank information memoranda authorizing the distribution of information to prospective lenders and identifying any Debt Financingportion of such information that constitutes material, nonpublic information regarding the Company or its Subsidiaries or their respective securities, including in connection with (A) providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont appropriate representations in connection with the repayment preparation of debt financial statements and other financial data of Goldcorp the Company and its Subsidiaries Subsidiaries, and (provided B) using reasonable best efforts to assist Investor in connection with the preparation by Investor of pro forma financial information and financial statements to the extent necessary or reasonably required by Investor’s financing sources (including the Debt Financing sources) to be included in any marketing materials; it being understood and agreed that such documents, memoranda and materials shall contain disclosure and pro forma financial statements reflecting the effectiveness of any such arrangements shall be contingent on Company (after giving effect to the completion of the ArrangementMerger) and as obligor; (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with satisfying the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for conditions set forth in the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 Commitment Letters (to the extent the information requested was not otherwise prepared satisfaction of such conditions requires actions by or available in cooperation of the ordinary course of business. (b) Prior to the Effective Date, none of GoldcorpCompany, its Subsidiaries or and its or their respective Representatives shall Representatives); (v) using reasonable best efforts in obtaining consents to the use of legal opinions, hedging agreements, appraisals, surveys, engineering reports, title insurance and other documentation and items required by the Debt Commitment Letters or as are reasonably requested by Investor and, if requested by Investor or Acquisition Sub, cooperating with and assisting Investor or Acquisition Sub in obtaining such documentation and items; (vi) executing and delivering, as of the Effective Time, any definitive financing documents, including any credit agreements, guarantees, pledge agreements, security agreements, mortgages, deeds of trust and other security documents or other certificates, documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing (including a certificate of the chief financial officer of the Company or any Subsidiary with respect to solvency matters (or a solvency opinion with respect to such solvency matters) and consents of accountants for use of their reports in any materials relating to the Debt Financing) as may be required to take any action that: reasonably requested by Investor in connection with the Financing and otherwise reasonably facilitating the pledging of collateral (including (i) would contravene cooperation in connection with the pay-off of existing indebtedness and the release of related Liens (including the Indebtedness outstanding and Liens existing under and in connection with the Citi Loan Agreement), such cooperation to include keeping Investor promptly apprised of the status of discussions with such lender(s) and any applicable Law issues arising out of such discussions that could materially affect Investor or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: the Debt Financing, and (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity cooperation in connection with Investor’s efforts to obtain environmental assessments and title insurance), and the replacement or backing of any Debt outstanding letter of credit maintained or provided by the Company or its Subsidiaries effective as of the Closing Date; (vii) taking all actions reasonably necessary to permit the Financing or their performance Sources to conduct audit examinations, appraisals and other evaluations with respect to the Company’s and its Subsidiaries’ current assets and other collateral, and to evaluate its cash management and accounting systems, policies and procedures relating thereto for the purposes of their respective obligations under this Section 5.13 or any information utilized in connection therewith establishing collateral arrangements; (except, in viii) seeking to ensure that the case Financing Sources benefit materially from existing lender relationships of this paragraph (iii) in respect of Goldcorp the Company and its Subsidiaries, if applicable, and furnishing at least five (5) Business Days prior to the extent such liabilityClosing Date all documentation and other information required by Governmental Authorities under or otherwise reasonably requested by Investor in connection with applicable “know your customer,” anti-money laundering, costanti-terrorism, expense foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Financing; (ix) using reasonable best efforts to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which the Company or indemnity any Subsidiary of the Company is conditional upon a party and to arrange discussions among Investor, Acquisition Sub and their Financing Sources with other parties to material leases, encumbrances and contracts; and (x) taking all corporate actions (the effectiveness of which shall be subject to the occurrence of the Effective Time)) necessary to permit the consummation of the Debt Financing, and to permit the proceeds thereof to be made available to Investor on the Closing Date to consummate the Merger. (b) The Company will periodically update any such Required Information provided to Investor in order to ensure that such Required Information is Compliant. Newmont The Company hereby consents to the reasonable use of its and its Subsidiaries’ logos in connection with the Debt Financing, provided that such logos are used in a manner that is not reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries in any material respect. Investor shall (x) promptly after the written request of the Company, reimburse the Company for all reasonable and documented out-of-pocket expenses and costs incurred in connection with the Company’s or its Affiliates’ cooperation obligations under this Section 6.16 and (y) indemnify and hold harmless Goldcorp the Company and its Subsidiaries Affiliates and its and their respective Representatives from and against against, and compensate and reimburse the Company and its Affiliates and its and their respective Representatives for, any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with any Debt the Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising than, in the case of clause (x) and (y), losses, damages, claims, costs or expenses resulting from (A) any inaccurate or misleading financial information relating to the Company and its Subsidiaries provided by Goldcorp or its Subsidiaries the Company in writing specifically for use in connection with the syndication of the Financing pursuant to Section 5.13). Goldcorp hereby consents to and (B) any material breach by the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp Company or any of its Subsidiaries of its obligations under this Section 6.16). Neither the Company nor any of its Subsidiaries shall be required to (1) pay any commitment or other similar fee in connection with the reputation Financing prior to the Effective Time that is not advanced or goodwill substantially simultaneously reimbursed by Investor or (2) be an obligor with respect to the Financing, or incur any obligation under any certificate, document or instrument relating to the Debt Financing that is effective, in each case prior to the Effective Time, or (3) take any action (A) under any certificate, document or instrument relating to the Debt Financing that is not contingent upon the Closing (including the entry into any agreement that is effective before the Effective Time) or (B) that would reasonably be expected to cause any director, officer or employee of Goldcorp the Company or any of its Subsidiaries. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, Subsidiaries to incur any personal liability relating the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees Buyer shall use commercially reasonable efforts to complete, obtain and consummate an agreement with its lenders whereby certain lender parties will commit to lend an amount to Buyer for the purpose of funding the transactions contemplated by this Agreement (the “Financing”). From the date hereof until the earlier of the Closing Date and the termination of this Agreement, the Seller Parties agree to use their commercially reasonable efforts to provide, and cause their respective management, agents and Representatives to cause use their respective commercially reasonable efforts to promptly provide, such assistance with the Financing as is reasonably requested by ▇▇▇▇▇, including: (i) furnishing Buyer with (x) any required financial information (provided, that Buyer shall be responsible for preparing any pro forma financial information and any projections, risk factors or other forward-looking statements relating to the Financing) and (y) other information regarding the Business conducted at or by the Acquired Facilities or the Purchased Assets or Assumed Liabilities as is reasonably necessary to satisfy a condition to the initial funding of the Financing or such other financial information customarily provided to lenders in connection with similar financings, (ii) upon reasonable notice, procuring the participation by members of management at reasonable times in a reasonable number of meetings, conference calls and presentations with prospective lenders and investors (and in the preparation of materials in connection therewith), (iii) facilitating (x) the granting of Encumbrances (and perfection thereof) in collateral and (y) the preparation of any definitive financing documents and certificates, as may be necessary to satisfy a condition to the initial funding of the Financing, (iv) furnishing no later than four (4) Business Days prior to the Closing Date all documentation and other information required by any Governmental Authority or financing party under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 and the requirements of 31 C.F.R. § 1010.230, to the extent reasonably requested by ▇▇▇▇▇ at least nine (9) Business Days prior to the Closing Date and (v) using commercially reasonable efforts to cooperate in satisfying the conditions precedent set forth in the definitive document relating to the Financing to the extent satisfaction of such condition requires the cooperation of the Seller Parties; provided, that in each case in clauses (a)(i) through (v), that (A) nothing in this Section 6.17 shall require cooperation to the extent that it would conflict with or violate the organizational documents of its Subsidiaries any Seller Party or applicable Law or any Contract to which any Seller Party is a party as identified to Buyer in writing, (B) in no event shall any Seller Party (or their respective governing bodies) be required to adopt resolutions, consents or other approvals with respect to the agreements, documents and instruments pursuant to which the Financing is obtained, in each case that are effective prior to the consummation of the Financing at the Closing, (C) no Seller Party (or any of their respective Representatives directors, officers, employees or Affiliates) shall be required to provideexecute and deliver any financing agreements or other agreements, such cooperation as may be reasonably requested by Newmont pledge or security documents, or other certificates, legal opinions or documents in connection with the borrowing or an issuance Financing, (D) nothing in this Section 6.17 shall obligate any Seller Party to take any actions that would unreasonably interrupt the normal course of debt by Newmont and/or business of any Seller Party, (E) nothing in this Section 6.17 shall obligate any Seller Party to take any action that could result in any such Person incurring any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof matters relating to the Financing or cause any of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants directors, officers, employees or Affiliates to provide customary and reasonable assistance in connection with incur any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont personal liability in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior If any portion of the Financing becomes unavailable on the terms and conditions reasonably acceptable to the Effective DateBuyer, none of Goldcorp, its Subsidiaries or its or their respective Representatives Buyer shall be required to take any action that: promptly (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (exceptand, in the case any event, within two (2) Business Days of this paragraph obtaining knowledge thereof) notify Seller and shall use its commercially reasonable efforts to obtain alternative financing (iiian “Alternative Financing”) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended sufficient to or reasonably likely enable Buyer to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont acknowledges and agrees that the consummation of consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Buyer shall promptly deliver to Seller correct copies of all commitment letters, exhibits, annexes, schedules, term sheets, and other agreements pursuant to which any such Alternative Financing shall have been committed. (c) Prior to the Closing, Buyer shall keep Seller reasonably informed with respect to all material developments concerning the Financing, including if for any reason ▇▇▇▇▇ believes in good faith that it is reasonably likely that it will not conditioned upon the consummation of, be able to obtain all or the receipt by Newmont any portion of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees Prior to the Closing, the Company shall use, and shall use commercially its reasonable best efforts to providecause the Company Subsidiaries to use, their reasonable best efforts, at the sole cost and expense of the Parent Entities, Merger Sub I and Merger Sub II, to cooperate with the Parent Entities, Merger Sub I and Merger Sub II to the extent required by the Debt Financing Sources in connection with the arrangement of the Debt Financing, in each case as may be customary and reasonably requested by the Parent Entities (provided that such requested cooperation does not unreasonably interfere with the business or operations of the Company and the Company Subsidiaries), including (but not limited to) using reasonable best efforts to: (i) cause the Company's and the Company Subsidiaries' (and their respective Representatives) management teams, with appropriate seniority and expertise, to participate in a reasonable number of meetings, lender presentations, due diligence sessions, drafting sessions, road shows, calls and meetings with prospective lenders and ratings agencies, in each case, upon reasonable notice at mutually agreed times and places, and only to cause each the extent customarily needed for financing of its Subsidiaries the type contemplated by the Debt Commitment Letter; (ii) assist the Parent Entities, Merger Sub I and each Merger Sub II with the preparation of their respective Representatives customary materials for rating agency presentations, confidential information memoranda and similar documents reasonably necessary in connection with the Debt Financing, and assisting with the identification of any portion of the information that constitutes material non- public information; (iii) assist the Parent Entities, Merger Sub I and Merger Sub II with the preparation of any guarantee, pledge and security documents contemplated by the Debt Financing, and any certificates and schedules related thereto and other customary definitive documents relating to providethe Debt Financing, such cooperation any certificates and schedules related thereto, and otherwise reasonably assist in facilitating the pledging of collateral contemplated by the Debt Financing, as may be reasonably requested by Newmont the Parent Entities, Merger Sub I or Merger Sub II, in connection each case to the extent such items are effective no earlier than the Closing; (iv) subject to Section 5.5(d), assist the Parent Entities, Merger Sub I and Merger Sub II with obtaining third- party consents to the Debt Financing, and assist the Parent Entities, Merger Sub I and Merger Sub II with the borrowing preparation of any required notices or an issuance of debt execute any supplemental indentures or similar documents, in each case, as may reasonably be requested by Newmont and/or any liability management transaction (the Parent Entities, Merger Sub I or Merger Sub II, including, without limitationif required (as reasonably determined by the Parent Entities, any exchange offersMerger Sub I and Merger Sub II), consent solicitations or tender offersfrom third parties to existing joint-venture agreements, financing documents, property management agreements, ground leases, tax credit agreements, and purchase and sale agreements; (v) furnish to the Parent Entities: (1) GAAP audited balance sheets and related statements of income, equity and cash flows for the Company and the Company's consolidated subsidiaries as of and for the fiscal years ended on December 31, 2019, December 31, 2020 and December 31, 2021 (it being understood that the Parent Entities, Merger Sub I and Merger Sub II acknowledge receipt of the information described in this clause (1) as of the date hereof); (2) GAAP unaudited balance sheet and related statements of income, equity and cash flows for the Company and the Company's consolidated subsidiaries as of and for each fiscal quarter ended after December 31, 2021 and more than 45 days prior to the Closing Date, it being understood that, with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicablesuch information for each such fiscal year and subsequent interim period, such businesscovenant shall be deemed satisfied through the filing with the SEC by the Company of its Annual Report on Form 10-K or quarterly report on Form 10-Q with respect to the relevant period; and (3) historical financial, financial statements, pro forma financials, projections, management discussion and analysis statistical and other customary financial data pertinent information about the Company and information (including diligence materials) reasonably required the Company Subsidiaries customarily included in connection with any Debt Financingthe Rule 144A offerings of commercial mortgage backed securities facilities, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent reasonably available and prepared by the information requested was not otherwise prepared or available Company and the Company Subsidiaries in the ordinary course of businessbusiness (the information and financial statements referred to in subclauses (1), (2) and (3) above, the "Required Financial Information"); (vi) assist the Parent Entities, Merger Sub I and Merger Sub II to the extent requested, with the Parent Entities, Merger Sub I and Merger Sub II's preparation of a pro forma balance sheet; (vii) upon the request by the Parent Entities, Merger Sub I or Merger Sub II, providing customary authorization and representation letters (including customary 10b-5 and material non-public information representations) in connection with the information provided as Required Financial Information in any confidential information memorandum (including prior to any bank meeting for the Debt Financing); (viii) assist the Parent Entities, Merger Sub I and Merger Sub II in the Parent Entities, Merger Sub I and Merger Sub II obtaining surveys and title insurance as reasonably requested by the Parent Entities, Merger Sub I or Merger Sub II, including by providing title affidavits or similar documents required by a nationally-recognized title company for (A) the deletion of any standard or pre- printed exceptions in any title insurance policies or pro forma or (B) the satisfaction of any requirement set forth in any title commitment and, to the extent appropriate, appraisals of real property and assist in obtaining assignments or similar documents as reasonably requested by the Parent Entities and not effective earlier than the Closing, Merger Sub I or Merger Sub II to minimize mortgage recording tax and other costs and expenses; (ix) at least four (4) Business Days prior to the Closing (in each case, to the extent requested at least ten (10) Business Days prior to the Closing), provide all documentation and other information about the Company and any of its Subsidiaries as is reasonably requested in writing by the Parent Entities which the parties to the Debt Commitment Letter (other than the Parent Entities) reasonably determine is required by applicable "know your customer," anti-money laundering rules and regulations (including the PATRIOT Act) and the requirements of the beneficial ownership regulation pursuant to 31 C.F.R. § 1010.230; (x) assist the Parent Entities, Merger Sub I and Merger Sub II with the Parent Entities, Merger Sub I and Merger Sub II obtaining property-level financing and facilities (including any agency financing and commercial mortgage backed security facilities) as may reasonably be requested by the Parent Entities; (xi) subject to Section 5.2(a), provide the Parent Entities and its Representatives and Debt Financing Sources (including any appraisers, engineers, environmental or rating agency personnel) reasonable access to the Company and its Subsidiaries' properties and enter into customary engagements regarding the scope of such access; and (xii) assist the Parent Entities with obtaining tenant and ground lessor estoppels (it is acknowledged that obtaining any such estoppel is not a condition to Closing). (b) Prior to Nothing in this Section 5.16 shall require any cooperation or other action by the Effective DateCompany, none of Goldcorp, its the Company Subsidiaries or its or their respective Representatives shall be required to take the extent that it would unreasonably interfere in any action that: (i) would contravene any applicable Law material respect with the business or any agreement that relates to borrowed money to which Goldcorp operations of the Company or any of its subsidiaries are a party: the Company Subsidiaries. Notwithstanding the foregoing or anything else contained herein to the contrary, nothing in this Section 5.16 shall require the Company or any of the Company Subsidiaries or their respective Representatives (ii1) to execute or approve any definitive financing documents, including any credit or other agreements, pledge documents, security documents or other certificates in connection with the Debt Financing (other than customary authorization and representation letters in connection with the Debt Financing, if any, and solely to the extent set forth in Section 5.16(a)(vii) above), (2) to provide cooperation to the extent that it would reasonably be expected to impair conflict with or prevent violate any applicable Law or result in a breach of, or a default under, any material contract to which the satisfaction Company or any of the Company Subsidiaries is a party, (3) to breach, waive or amend any terms of this Agreement, (4) to provide cooperation to the extent it would cause any condition to the Closing set forth in Article 6 hereof; Section 6.1 or Section 6.2 to not be satisfied or (iii5) would subject such Person to actual violate any obligation of confidentiality (not created in contemplation hereof) binding on the Company, the Company Subsidiaries or potential liabilitytheir Representatives. Additionally, to bear (A) neither the Company nor any cost or expense or of the Company's Subsidiaries shall be required to pay or incur any commitment or other similar fee or make incur or assume any other payment or incur any other liability or provide or agree to provide any indemnity obligation in connection with any Debt Financing prior to the Closing (other than as are expressly reimbursable or their performance payable by Parent and Merger Sub and except for the obligation to deliver the customary authorization and representation letter referenced above), (B) none of the directors of the Company or any Company Subsidiary, acting in such capacity, shall be required to authorize or adopt any resolutions approving the agreements, documents, instruments, actions and transactions contemplated in connection with the Debt Financing, (C) except as set forth in Section 5.16(a)(vii), none of the Company, any of the Company Subsidiaries or any of their respective obligations Representatives shall be required, prior to Closing, to make any representation to the Parent Entities, any of their affiliates, any lender, agent or lead arranger to any Debt Financing, or any other Person with respect to any action under this Section 5.13 5.16, as to the solvency of the Company, any of the Company Subsidiaries, or any of their respective Representatives, or to deliver or require to be delivered any solvency or similar certificate and (D) except as set forth in Section 5.16(a)(iv), none of the Company, any of the Company Subsidiaries or any of its or their Representatives shall be required to seek any amendment, waiver, consent or other modification under any indebtedness. Nothing hereunder shall require any employee, officer, director or other Representative of the Company or any of the Company Subsidiaries to deliver any certificate or opinion or take any other action that would result in personal liability to such employee, officer, director or other Representative. None of the representations, warranties or covenants of the Company and the Partnership set forth in this Agreement shall be deemed to apply to, or be deemed to be breached or violated by, any of the actions taken by the Company and the Company Subsidiaries at the request of any of the Parent Entities set forth in this Section 5.16. All non-public or otherwise confidential information utilized regarding the Company obtained by the Parent Entities, Merger Sub I or Merger Sub II or any of their respective Representatives pursuant to this Section 5.16, shall be kept confidential in accordance with the Confidentiality Agreement; provided that the Company agrees that the Parent Entities, Merger Sub I and Merger Sub II may share non-public or otherwise confidential information with the rating agencies and Debt Financing Sources as contemplated by the Debt Commitment Letter if the recipients of such information are rating agencies and Debt Financing Sources in connection therewith (exceptwith the Debt Financing as contemplated by the Debt Commitment Letter and agree to customary confidentiality arrangements, including customary "click through" confidentiality agreements and confidentiality provisions contained in customary bank books and offering memoranda, provided, in each case, that such confidentiality arrangements shall provide that the case of this paragraph Company is a third-party beneficiary thereof and shall satisfy the confidentiality obligations under Regulation FD. (iiic) in respect of Goldcorp The Parent Entities shall jointly and its Subsidiariesseverally indemnify, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify defend and hold harmless Goldcorp the Company and its Subsidiaries affiliates, and its and their respective Representatives pre-Closing directors, officers, employees, agents, representatives and professional advisors, from and against any and all costs liability, obligation or loss suffered or incurred by them in connection with any cooperation provided under this Section 5.16, the arrangement of the Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized provided in connection therewith (other than arising from historical financial information provided furnished in writing by Goldcorp or on behalf of the Company and/or its Subsidiaries specifically for use inclusion in such materials for the Debt Financing, but including any violation of the Confidentiality Agreement), except in the event such liabilities, obligations or losses arose out of or result from the bad faith, gross negligence or willful misconduct by the Company, any of the Company Subsidiaries or any of their respective affiliates and Representatives. The Parent Entities shall promptly reimburse the Company and the Company Subsidiaries and Representatives for all reasonable, documented and invoiced costs incurred by the Company or the Company Subsidiaries in connection with any cooperation provided under this Section 5.16 or otherwise in connection with the Debt Financing pursuant to Section 5.13(including reasonable and documented out-of- pocket auditor's and attorneys' fees and expenses). Goldcorp Subject to the Parent Entities' indemnification obligations under this Section 5.16, the Company hereby consents to the use of all of its and the Company Subsidiaries' corporate logos of Goldcorp or its Subsidiaries in connection with any the initial syndication or marketing of the Debt Financing; provided, that so long as such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp the Company or any of its Subsidiaries or the reputation or goodwill of Goldcorp the Company or any of its Subsidiaries. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees to The Company shall use commercially its reasonable best efforts to provideto, and to shall cause each of its Subsidiaries and each of its and their respective Representatives to provideuse their reasonable best efforts to, such provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by Newmont Buyer, including using its reasonable best efforts with respect to the following: (i) participation at reasonable times and locations in a reasonable number of meetings, due diligence sessions (including accounting due diligence sessions), drafting sessions, presentations, “road shows” and sessions with prospective financing sources, investors and ratings agencies, including direct contact between appropriate members of senior management of the Company, on the one hand, and the actual and potential Debt Financing Sources, on the other hand; (ii) assisting with the preparation of materials for rating agency presentations, bank information memoranda (including a bank information memorandum that does not include information of the type that would constitute material non-public information of the Company or its Subsidiaries if the Company was a publicly reporting company and the delivery of customary authorization letters with respect to the bank information memoranda executed by a senior officer of the Company authorizing the distribution of information to prospective Debt Financing Sources or investors and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include information of the type that would constitute material non-public information about the Company or its Subsidiaries or securities if the Company was a publicly reporting company and containing a customary “10b-5” representation by the Company consistent with the Debt Commitment Letter), in each case, to the extent reasonably necessary and customarily delivered in connection with debt financings of the same type as the Debt Financing; (iii) causing the Company’s independent auditors to provide reasonable and customary assistance and cooperation in connection with the borrowing Debt Financing; (iv) assisting Buyer in obtaining any corporate ratings from any ratings agencies contemplated by the Debt Financing; (v) furnishing (x) at least four (4) Business Days prior to the Closing, all documentation and other information required by any Governmental Authority under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001, that has been reasonably requested by Buyer at least ten (10) Business Days prior to the Closing and (y) at least four (4) Business Days prior to the Closing, all documentation and other information relating to beneficial ownership and other information required by the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time), to the extent such documentation or an issuance other information has been reasonably requested in writing by Buyer at least ten (10) Business Days prior to the Closing, and in each case is necessary to satisfy the conditions set forth in paragraph 8 of debt the Conditions Exhibit to the Debt Commitment Letter, but in each case, solely as relating to the Company and its Subsidiaries to the extent reasonably requested by Newmont and/or Buyer in advance thereof; (vi) executing and delivering at Closing of any liability management transaction credit agreements, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer of the Company in the form of Annex I to the Conditions Exhibit to the Debt Commitment Letter; (vii) cooperating with, and taking actions reasonably requested by, Buyer in order to facilitate the termination and payoff of the commitments and loans under the Credit Documents at Closing upon or simultaneously with the funding of the Debt Financing (including, without limitationupon such funding, any exchange offersand subject to receipt of funds from the Buyer pursuant to Section 2.7, consent solicitations or tender offers(w) with respect the repayment in full of all obligations then outstanding thereunder, (x) the release of all encumbrances, security interests and collateral (subject to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”customary exceptions), including, without limitation to, upon reasonable notice: (iy) provide assistance with any discussions the termination of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion all guaranties and analysis and other customary financial data and information (including diligence materials) reasonably required the agreements evidencing subordination in connection with any Debt Financingtherewith and (z) the termination or replacement of all letters of credit outstanding thereunder, (iiin each case at the Closing) direct their respective independent accountants and facilitating the delivery to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary Buyer of payoff letters, releases of liens lien terminations and other instruments of termination discharge with respect to the Credit Documents in customary form and substance from the administrative agent or discharge other similar agents under the Credit Documents; (viii) assisting the Debt Financing Sources in benefiting from the existing material lending and investment banking relationships of the Company and its Subsidiaries; and (ix) facilitating the obtaining of guarantees and pledging of collateral as may be reasonably requested by Newmont Buyer, including executing and delivering any customary guarantee, pledge and security documents, currency or interest hedging arrangements or other definitive financing documents, or other customary certificates or documents as may be reasonably requested by Buyer to facilitate any guarantee, obtaining and perfection of security interests in connection with collateral from and after the repayment Closing (provided that any obligations contained in such documents shall be effective no earlier than as of debt the Closing) and delivery to the Debt Financing Sources at the Closing of Goldcorp all certificates representing outstanding equity interests of the Company and each of its Subsidiaries. (x) updating any Required Information provided to Buyer as may be necessary to ensure that (i) the financial statements comprising the Required Information present fairly, in all material respects, the consolidated financial position, results of operations, income and cash flows of Ranpak Corp. and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion as of the Arrangement) dates and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of periods indicated in such financial statements in conformity with GAAP consistently applied throughout the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith periods presented (except, in the case of any interim unaudited financial statements, for the absence of footnotes and other presentation items and for normal year-end adjustments (none of which will be material)) and (ii) no independent auditor has withdrawn, or has advised the Company or any of its Subsidiaries in writing that they intend to withdraw, their audit opinion with respect to any financial statements contained in the Required Information. (b) Notwithstanding the foregoing, nothing in Section 6.9(a) shall require the Company, its Subsidiaries or any of their Representatives to: (i) waive or amend any term of this paragraph Agreement or any other contract to which it is a party or take any action in respect of the Debt Financing to the extent that such action would cause any condition to Closing set forth in Article IX to fail to be satisfied by the Termination Date or otherwise result in a breach of this Agreement by the Company; (ii) take any action in respect of the Debt Financing that would conflict with or violate the Company’s or any if its Subsidiaries’ organizational documents or any applicable Law or result in a breach of or default under any Material Contract; (iii) execute and deliver any letter, agreement, document or certificate in connection with the Debt Financing (except the authorization letters contemplated by clause (a)(ii) above) or adopt any resolution, grant any approval or authorization or otherwise take any action that is not contingent on, or that would be effective prior to, the occurrence of, the Closing; (iv) pay any commitment fee or other fee or payment, reimburse any expenses, give any indemnities or otherwise incur any Liability or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing prior to the Closing (except with respect to the authorization letters contemplated by clause (a)(ii) above); (v) take any action that, in the good faith determination of Goldcorp the Company, would unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create an unreasonable risk of harm to any property or assets of the Company or its Subsidiaries; (vi) provide any information the disclosure of which is subject to confidentiality obligations or is legally privileged; provided that in the event the Company does not provide information in reliance on confidentiality obligations or privilege, the Company shall provide notice to the Buyer that such information is being withheld (but solely to the extent both feasible and permitted under such confidentiality obligation, or without waiving such privilege, as applicable) and the Company shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under such confidentiality obligation, or without waiving such privilege, as applicable, the applicable information; and (vii) provide any legal opinion or other opinion of counsel prior to the Closing Date in connection with the Debt Financing. In addition, no Representative of the Company or any of its Subsidiaries shall be required to deliver any certificate or take any other action that could reasonably be expected to result in personal liability to such Representative. (c) Buyer shall comply with Section 11.6 with respect to the payment of all fees, costs and expenses (including reasonable attorneys’ and accountants’ fees) incurred by the Company or any of its Subsidiaries solely in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.9 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective representatives from and against any and all losses, damages, claims, costs or expenses actually suffered or incurred by any of them of any type solely in connection with the arrangement of any Debt Financing and any information used in connection therewith, except with respect to a material misstatement or material omission in any information prepared or provided by the Company or any of its Subsidiaries or any of their respective representatives pursuant to this Section 6.9 or to the extent such losses, damages, claims, costs or expenses arise from the material breach of this Agreement by the Seller or the Company or result from the gross negligence, bad faith or willful misconduct of Seller, the Company, any of its Subsidiaries or their respective Representatives. This Section 6.9(c) shall survive the Closing and any termination of this Agreement. (d) All non-public information provided by the Company or any of its Subsidiaries or any of their representatives pursuant to this Section 6.9 shall be kept confidential in accordance with the Confidentiality Agreement, except that Buyer shall be permitted to disclose such information to the financing sources (including the Debt Financing Sources) and other potential sources of capital, rating agencies and prospective lenders during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to such Persons entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company hereby consents, on behalf of itself and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence use of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp Company’s and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them Subsidiaries’ logos in connection with any the Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Equity Financing; provided, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp the Company or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of the Company and its Subsidiaries. (cf) Newmont acknowledges and agrees that The Company shall provide to the consummation Buyer, as promptly as reasonably practicable, the Required Information. (g) Notwithstanding anything to the contrary in this Agreement, the condition set forth in Section 9.2(b) as it applies to the obligations of the transactions contemplated by Company under this Agreement is not conditioned upon Section 6.9 shall be deemed satisfied unless the consummation of, or Company has knowingly materially breached its obligations under this Section 6.9 and such breach has been the receipt by Newmont primary cause of the proceeds of, the Debt FinancingFinancing not being obtained.

Financing Cooperation. (a) Goldcorp agrees Prior to the Closing, the Company shall and shall cause the other Acquired Companies to use its and their commercially reasonable best efforts to provide, at Parent’s sole cost and expense, all cooperation reasonably requested by Parent necessary for the arrangement and obtaining of the Financing, including by using its and their commercially reasonable best efforts to (i) cause each the appropriate senior management of the Company to participate in a reasonable number of meetings, presentations, and due diligence sessions, including a reasonable and limited number of one-on-one meetings and calls between appropriate members of senior management of the Company, on the one hand, and the actual and potential Lenders, on the other hand, at reasonable times and with reasonable advance notice; (ii) to the extent required for the Financing, facilitate the pledging of collateral, effective no earlier than the Closing, including, using commercially reasonable best efforts to facilitate the delivery to the Lenders at the Closing of all certificates representing outstanding Equity Interests of the Acquired Companies; (iii) assist Parent in its Subsidiaries negotiation and each preparation of their respective Representatives to provideany credit agreement, such cooperation notes, guarantees, security agreements, closing certificates (including solvency certificates) and financing documents as may be reasonably requested by Newmont Parent in connection with the borrowing Financing, effective as of or an issuance of debt by Newmont and/or any liability management transaction following the Closing; (including, without limitation, any exchange offers, consent solicitations or tender offersiv) furnish Parent with respect to debt existing on such financial information concerning the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, Acquired Companies as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably may be required in connection with any Debt the Financing, ; (iiv) direct their respective independent accountants to provide assist Parent in the preparation of customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge presentation materials as may be reasonably requested by Newmont Parent in connection with the repayment of debt of Goldcorp and its Subsidiaries Financing; (provided that vi) cause the effectiveness of Company’s counsel to provide any such arrangements shall be contingent on customary opinions to the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries extent required in connection with the Financing; (vii) cause the Company’s independent auditors to provide reasonable and customary assistance and cooperation provided for in this Section 5.13 connection with the Financing; (viii) furnish Parent and the Lenders with such information regarding the Acquired Companies as may be reasonably requested by Parent in connection with the Financing; and (ix) take all other actions reasonably requested by Parent to facilitate the extent the information requested was not otherwise prepared or available in the ordinary course of businessFinancing. (b) Prior to Notwithstanding the Effective Dateforegoing, none of Goldcorp, its Subsidiaries or its or their respective Representatives the Acquired Companies shall not be required to take any action pursuant to this Section 5.10 that: (i) would contravene require the Acquired Companies to provide consents to approve or authorize the execution of the Financing or enter into, execute or deliver any applicable Law certificate, document, instrument or any agreement prior to the Closing that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: is not contingent on the Closing; (ii) would reasonably cause any representation or warranty in this Agreement to be expected to impair or prevent breached by the satisfaction of any condition in Article 6 hereofCompany; or (iii) would subject such Person to actual or potential liability, to bear require any cost or expense or of the Acquired Companies to pay any commitment or other similar fee or make any other payment or incur any other expense, liability or provide or agree to provide any indemnity obligation in connection with the Financing prior to the Closing; (iv) would cause any Debt Financing director, manager, officer or their performance employee of their respective obligations under any of the Acquired Companies to incur any personal liability; (v) would conflict with the Organizational Documents of any of the Acquired Companies or any Laws; (vi) would reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which any of the Acquired Companies is a party; (vii) would require any of the Acquired Companies to disclose information that would jeopardize any attorney-client privilege of the Acquired Companies; (viii) would require the Company or any of its Representatives to prepare prior to Closing any financial statements that have not previously been prepared by it; or (ix) unreasonably interferes with the operations of the Acquired Companies or where such actions are requested without reasonable notice. (c) Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or its Representatives in connection with the cooperation of the Acquired Companies contemplated by this Section 5.13 or any information utilized in connection therewith 5.10 (except, in the case of this paragraph (iii) in respect of Goldcorp provided that such reimbursement shall not include general auditor and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence legal expenses of the Effective Time). Newmont Acquired Companies that would have been incurred regardless of whether cooperation was requested pursuant to this Section 5.10) and shall indemnify and hold harmless Goldcorp and its Subsidiaries the Acquired Companies and their respective Representatives from and against any and all costs Losses suffered or incurred by them in connection with any Debt Financing action taken by them at the request of Parent pursuant to this Section 5.10, except to the extent such Losses or expense arise out of the gross negligence, bad faith, fraud or willful misconduct of the Acquired Companies or their respective Representatives. (d) The Company shall provide to Parent all documentation and other customary information about each of the Acquired Companies as is reasonably requested in writing by Parent, which is reasonably required under applicable “know your customer”, “beneficial ownership” and anti- money laundering rules and regulations, including the USA PATRIOT Act. (e) Each of Parent and the performance of Company shall use their respective obligations under this Section 5.13 and commercially reasonable best efforts to obtain any information utilized in connection therewith (other than arising from information provided by Goldcorp consent or its Subsidiaries specifically waiver under, or to enter into any amendment or modification of, any Contract for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont acknowledges and agrees existing Indebtedness necessary in order that the consummation of the transactions contemplated by this Agreement is shall not conditioned upon constitute a breach or default under any such Contract or result in the consummation of, acceleration of or the receipt by Newmont of the proceeds of, the Debt Financingother prepayment obligation under such Indebtedness.

Financing Cooperation. (a) Goldcorp agrees From the date of this Agreement until the Closing (or the earlier termination of this Agreement pursuant to use commercially reasonable efforts to provide‎Article 12), the Company shall, and to shall cause each of its Subsidiaries and each of their respective Representatives to, use its commercially reasonable efforts to provide, such provide customary cooperation as may be is reasonably requested by Newmont Parent and Merger Subsidiary in connection with Parent’s and Merger Subsidiary’s arrangement of debt financing pursuant to that certain commitment letter dated as of the date hereof from the Debt Financing Sources party thereto (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and as amended, supplemented, replaced or otherwise modified from time to time, the “Debt Commitment Letter”) in connection with the borrowing or an issuance of transactions contemplated hereby in the amount set forth therein (any such debt by Newmont and/or any liability management transaction (includingfinancing, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Parent Debt Financing”). Subject to the limitations in paragraph (b) below, including, without limitation to, upon reasonable notice: such cooperation shall include (i) provide assistance furnishing Parent and Merger Subsidiary with the Required Information, all of which shall be provided by the Company as promptly as practicable after the date hereof, and updating any discussions of and/or furnish, such Required Information as applicable, may be necessary for such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt FinancingRequired Information to be remain Compliant, (ii) direct their respective independent accountants upon reasonable notice, participating in and cause appropriate members of senior management to provide customary participate in a reasonable number of lender presentations, meetings, calls, due diligence sessions and reasonable assistance sessions with rating agencies in connection with any the Parent Debt Financing, including in connection with providing customary comfort letters Financing at reasonable times and consentslocations to be mutually agreed, (iii) obtain providing reasonable assistance to Parent in its preparation of any customary bank information memoranda (including the delivery of customary executed authorization letters with respect to the bank information memoranda executed by a senior officer of the Company), (iv) reasonably cooperating with, and taking all actions reasonably required by, Parent in order to facilitate the termination and payoff of the commitments under the Company’s existing credit facilities and other indebtedness for borrowed money of the Company required by the terms of this Agreement, including customary payoff letters, releases of liens and other lien releases, instruments of termination or discharge in order to allow for the payoff, discharge and termination in full on the Closing of such existing debt, and using commercially reasonable efforts to facilitate the obtaining of Company guarantees of Parent Debt Financing and pledging of Company collateral in connection therewith as of Closing, (v) reasonably requested by Newmont assisting Parent in the execution and delivery of customary definitive documents and certificates related to the Parent Debt Financing, (vi) providing customary information about the Company and its Subsidiaries as the Company may have, upon reasonable request of Parent, in connection with Parent’s efforts to obtain ratings from rating agencies contemplated by the repayment Debt Commitment Letter, (vii) furnishing, at least three Business Days prior to the Closing, such documentation and information as is reasonably requested in writing by Parent at least ten Business Days prior to the Closing to the extent required for lenders under the Parent Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act and a certificate regarding beneficial ownership required by 31 C.F.R. § 1010.230 and (viii) taking corporate actions reasonably required to permit the consummation of debt the Parent Debt Financing and to permit the proceeds thereof to be made available to the Surviving Company at the Effective Time. The Company hereby consents to customary and reasonable use of Goldcorp its and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries Subsidiaries’ logos in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Parent Debt Financing; provided, provided that such logos are used solely in a manner that is not intended to intended, or reasonably likely likely, to harm or disparage Goldcorp the Company or any of its Subsidiaries or the reputation or goodwill of Goldcorp any of them. (b) Notwithstanding ‎Section 6.08(a) or anything else in this Agreement, (i) in no event will the Company or any of its Subsidiaries be required to pay any commitment fee or other fee or payment to obtain consent, or to incur any liability or expense (other than with respect to any authorization letter contemplated above) with respect to, or cause or permit any Lien to be placed on any of their respective assets in connection with, the Parent Debt Financing prior to the Effective Time, (ii) nothing in this ‎Section 6.08 shall require any action that would conflict with or violate the Company’s or any of its Subsidiaries. (c) Newmont acknowledges and agrees that ’ organizational documents or any Applicable Laws or result in the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation contravention of, or that would reasonably be expected to result in a violation or breach of, or a default under, any contract to which the receipt by Newmont Company or any of its Subsidiaries is a party and (iii) nothing herein will require cooperation or any action to the extent (A) it could reasonably be expected to materially or unreasonably interfere, with the business or operations of the proceeds Company or its Subsidiaries, (B) it could reasonably be expected to be in violation of Applicable Law or conflict with any obligation or undertaking of the Company or its Subsidiaries, (C) it provides access to, or disclosure of, any information that the Debt FinancingCompany or its Subsidiaries reasonably determines could reasonably be expected to jeopardize any attorney-client privilege of the Company or its Subsidiaries, (D) it would require or cause the Company or any Subsidiary to enter into any agreement that would be effective prior to the Effective Time, (E) it would alter any term or condition of this Agreement or (F) it would require disclosure of confidential information without reasonably appropriate confidentiality undertakings and liability limitation provisions in favor of Company and its Subsidiaries, in form and substance reasonably satisfactory to them. Parent shall, promptly upon termination of this Agreement (if any), reimburse the Company, or after the Closing shall make payment to the Holder Representative Expense Fund, for all reasonable, documented out-of-pocket expenses and costs incurred in connection with the performance of the Company’s or its Affiliates’ obligations under this ‎Section 6.08.

Financing Cooperation. (a) Goldcorp agrees Subject to use commercially reasonable efforts Section 6.11(a), prior to providethe First Effective Time, the Company shall and to shall cause each of its Subsidiaries and each to, at Parent’s sole expense, reasonably cooperate in connection with the arrangement of their respective Representatives to provide, such cooperation the Debt Financing as may be reasonably requested by Newmont Parent in connection with the borrowing Debt Financing (provided that such requested cooperation is otherwise consistent with this Agreement and does not unreasonably interfere in any material respect with the ongoing operations of the Company and its Subsidiaries). Such cooperation by the Company shall include, at the reasonable request of Parent: (i) commenting on or an issuance assisting with the preparation (including providing information and materials to be used in the preparation) of debt by Newmont and/or customary confidential information memoranda or similar offering documents for the Debt Financing, customary rating agency presentations and lender presentations for the Debt Financing; provided, that any liability management transaction such document and rating agency presentation shall contain disclosure and financial statements reflecting the Company as the obligor; (includingii) assisting in the preparation of, without limitationand executing and delivering, any exchange offersone or more credit agreements, consent solicitations guarantees, pledge and security documents, supplemental indentures, currency or tender offers) interest hedging arrangements, other definitive financing documents, or other certificates, documents, or closing deliverables with respect to debt existing the Debt Financing contemplated by the Debt Commitment Letter as may be reasonably requested by Parent (including customary consents of accountants for use of their reports in any materials relating to the Debt Financing) or otherwise reasonably facilitating the pledging of collateral; (iii) furnishing Parent and Parent’s Financing Sources and their respective Representatives with the Required Information; (iv) furnishing Parent for distribution to the Financing Sources information required by any Financing Sources for compliance with applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act of 2001 at least three days prior to Closing; (v) participating in a reasonable number of meetings with prospective lenders for the Debt Financing at times and location to be mutually and reasonably agreed upon, including contact between appropriate senior management, on the date hereof one hand, and prospective lenders on the other; (vi) cooperating reasonably with the due diligence of Goldcorp or its Subsidiaries (collectivelythe Financing Sources, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide the extent customary and reasonable assistance and to the extent not unreasonably interfering with the ongoing operations of the Company or any of its Subsidiaries; (vii) cooperating in connection satisfying the conditions precedent set forth in the Debt Commitment Letter or any definitive document relating to the Debt Financing (to the extent the satisfaction of such condition requires the cooperation of, and is within the control of the Company or its Subsidiaries); (viii) cooperating with any Debt Financing, including Parent in connection with providing customary comfort letters and Parent’s efforts to obtain consents, (iii) obtain customary payoff letterslegal opinions, releases of liens surveys, title insurance and other instruments of termination or discharge insurance affidavits as reasonably requested by Newmont Parent; (ix) taking all actions reasonably requested by Parent and necessary to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements to the extent customary and reasonable and (B) no earlier than the Closing establish bank and other accounts and blocked account agreements and lock-box arrangements in connection with the repayment foregoing; and (x) provide commercially reasonable efforts to assist Parent in connection with Parent’s preparation of debt of Goldcorp pro forma financial information and its Subsidiaries (provided that financial statements to the effectiveness of extent necessary or reasonably required by Financing Sources to be included in any such arrangements offering documents or marketing documents related to the Debt Financing. Parent shall be contingent on promptly reimburse the completion of the Arrangement) Company for any expenses and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates costs incurred in connection with the current lendersCompany’s or its Affiliates’ obligations under this Section 6.17(a). Notwithstanding anything in this Agreement to the contrary, noteholders or other providers of existing indebtedness to Goldcorp nothing in this Agreement shall require the Company or any of its Subsidiaries for to (i) waive or amend any terms of this Agreement, agree to pay any commitment or other fees or reimburse any expenses prior to the purpose First Effective Time or to approve the execution or delivery of obtaining any document or certificate in connection with the Financing (or any alternative financing), (ii) enter into any definitive agreement relating to the Debt FinancingFinancing prior to the First Effective Time or (iii) provide any information the disclosure of which is prohibited or restricted under applicable Law or where such disclosure would, in the opinion of counsel, reasonably be expected to result in the waiver of any attorney-client privilege; provided, that in the case of the preceding clause (iii), that they shall use commercially reasonable efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law or result in the waiver of such privilege, including by providing such information in redacted form as necessary to preserve such privilege or appropriate waivers comply with such Law. Nothing in this Section 6.17 shall require the cooperation of the Confidentiality Agreement Company to permit such activitiesthe extent that it would unreasonably interfere with the business or operations of the Company. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs No officer of the Company or expenses incurred by Goldcorp and any of its Subsidiaries who is not reasonably expect to be an officer of the Second Step Surviving Corporation shall be obligated to deliver any certificate in connection with cooperation provided the Financing and no counsel for in this Section 5.13 to the extent the information requested was not otherwise prepared Company or available in the ordinary course any of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries shall be obligated to deliver any opinion in connection with the Financing, and irrespective of the above, no obligation of the Company or any of its Subsidiaries under any agreement, certificate, document or their respective Representatives instrument shall be effective until the First Effective Time. None of the Company or any of its Subsidiaries shall be required to take any action that: (i) would contravene under any applicable Law certificate, agreement, arrangement, document or any agreement instrument that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional not contingent upon the occurrence of the Closing (including entry into any agreement that is effective before the First Effective Time)) or that would be effective prior to the First Effective Time. Newmont Nothing in this Agreement will require any officer or Representative of the Company or any of its Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 6.17 or any other provision of this agreement that could reasonably be expected to result in personal liability to such officer or Representative. (b) The Company hereby consents to the use of all logos of the Company and its Subsidiaries in connection with the Financing so long as such logos (i) are used solely in a manner that is not intended to or would reasonably be likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and (ii) are used solely in connection with a description of the Company, its business and products or the Merger. (c) Parent shall indemnify and hold harmless Goldcorp the Company and its Subsidiaries and their respective Representatives from and against any and all costs losses actually suffered or incurred by them in connection with the arrangement of the Debt Financing, solely to the extent arising from any Debt action taken by them at the request of Parent pursuant to this Section 6.17 and any information misused by the Financing and Sources in connection therewith, except to the performance extent with respect to any willful misconduct, fraud, bad faith, gross negligence or material misstatement or omission in information provided hereunder, by any of the Company, its Subsidiaries or any of their respective obligations under this Section 5.13 and any Representatives. (d) All non-public or otherwise confidential information utilized in connection therewith (other than arising from information provided by Goldcorp regarding the Company or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp obtained by Parent or any of its Subsidiaries or Representatives pursuant to this Section 6.17 shall be kept confidential in accordance with the reputation or goodwill Confidentiality Agreement; provided that Parent and Merger Sub shall be permitted to disclose Confidential Information to potential debt financing sources and their Representatives without the prior written consent of Goldcorp or any of its Subsidiaries. (c) Newmont acknowledges the Company if such potential debt financing sources and agrees their Representatives who receive such information are subject to a confidentiality agreement no less restrictive that the consummation of Confidentiality Agreement with respect to such information or as provided in the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt FinancingCommitment Letter.

Financing Cooperation. (a) Goldcorp agrees Prior to the Closing, the Company shall use commercially reasonable best efforts to provideto, and to shall (x) cause each of its Subsidiaries and each of (y) use reasonable best efforts to cause their respective Representatives officers, directors, employees and accountants to, at Parent’s sole cost and expense, use reasonable best efforts to provide, provide such cooperation as is reasonably requested by Parent or Acquisition Sub to assist Parent and Acquisition Sub in connection to Parent’s efforts to obtain the Debt Financing or any Replacement Financings, including using reasonable best efforts to: (i) furnish, or cause to be furnished to, Parent, Acquisition Sub and/or its Debt Financing Sources the Required Information and all other customary pertinent financial, business and other information regarding the Company and its Subsidiaries as may be reasonably requested by Newmont Parent, (ii) cause members of senior management of the Company to participate (which participation shall be limited to teleconference or virtual meeting platforms) in connection with the borrowing or an issuance a reasonable number of debt by Newmont and/or any liability management transaction (includinglender meetings, without limitationlender presentations, any exchange offersdue diligence sessions, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectivelyroad shows, a “Debt Financing”)drafting sessions and rating agency meetings, including, without limitation toin each case, upon reasonable advance notice: , during normal business hours and at mutually agreed locations and times, (iiii) provide reasonable assistance with any discussions to Parent in its preparation of and/or furnishcustomary rating agency presentations, as applicablelender and investor presentations, such businessoffering memoranda, financial statements, pro forma financials, projections, management discussion customary bank information memoranda and analysis and other customary financial data and information (including diligence materials) similar documents reasonably required in connection with the Debt Financing or any Debt FinancingReplacement Financings (including by reasonably assisting in the preparation of such materials that do not include material non-public information), in each case, solely with respect to information relating to the Company (to the extent related to its business) and its Subsidiaries, (iiiv) direct their respective independent accountants delivering information and documentation related to provide customary the Company and reasonable assistance in connection with its Subsidiaries that is required by paragraph 6 of Exhibit D to the Debt Commitment Letter (or any Debt Financing, including in connection with providing customary comfort letters successor provision thereof) and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont Parent or the Debt Financing Sources at least ten (10) Business Days prior to the Closing Date with respect to compliance under applicable “know your customer”, beneficial ownership and anti-money laundering rules and regulations, including the USA PATRIOT Act, which information shall be provided no later than three (3) Business Days prior to the Closing Date), (v) provide reasonable and customary assistance with Parent’s preparation, negotiation and execution of definitive financing documentation and the schedules and exhibits thereto (including indentures, loan agreements, guarantees, collateral agreements, hedging arrangements, customary officer’s certificates and corporate resolutions, as applicable) as may reasonably be requested by Parent or Acquisition Sub and subject to the occurrence of the Closing, (vi) provide reasonable and customary assistance with facilitating the pledging of collateral in connection with the repayment Debt Financing or any Replacement Financings, including executing and delivering any customary pledge and security documents, currency or interest hedging arrangements or other customary definitive financing documents, and documents as may be reasonably requested by Parent or Acquisition Sub, (vii) at the reasonable request of debt Parent or Acquisition Sub, and subject to the consent of Goldcorp the Company (which consent shall not be unreasonably withheld, conditioned or delayed), using reasonable best efforts to file a Form 8-K with the SEC disclosing information identified by Parent or Acquisition Sub relating to the Company and its Subsidiaries for purposes of permitting such information to be included in marketing or offering materials or memoranda for the Debt Financing or any Replacement Financings to be provided to potential investors who do not wish to receive material nonpublic information with respect to any of Parent, Acquisition Sub, the Company, any of their respective Affiliates or any of their respective securities, it being understood that such information shall not include projections or other information not customarily included in a Rule 144A offering memorandum and (provided viii) using reasonable best efforts to supplement the Required Information on a reasonably current basis to the extent that any Required Information, to the knowledge of the Company, when taken as a whole and in light of the circumstances under which such statements were made, contains any material misstatement of fact or omits to state any material fact necessary to make such information not materially misleading; provided, that the effectiveness such requested cooperation shall not (A) cause any representation or warranty in this Agreement to be breached, (B) cause any condition to Closing to fail to be satisfied or otherwise cause any breach of any such arrangements shall be contingent on this Agreement, (C) require the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp Company or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene execute, deliver, enter into, approve or perform any applicable Law agreement, commitment, certificate, document or instrument (excluding any agreement customary authorization letters (provided that relates to borrowed money to such customary authorization letters (or the bank information memoranda in which Goldcorp or any such letters are included) shall include language that exculpates the Company, each of its subsidiaries are a party: Subsidiaries and their respective Representatives and Affiliates from any liability in connection with the unauthorized use by the recipients thereof of the information set forth in any such bank confidential information memoranda or similar memoranda or report distributed in connection therewith)), or modification of any agreement, commitment, document or instrument, in each case, that would be effective prior to the Effective Time, (ii) would reasonably be expected to impair deliver or prevent cause the satisfaction delivery of any condition in Article 6 hereof; or legal opinions, (iii) deliver or cause the delivery of any reliance letters or any certificate as to solvency or any other certificate in connection to the Debt Financing or any Replacement Financings, in each case that would subject such Person be effective prior to actual the Effective Time, (iv) adopt any resolutions, execute any consents or potential liabilityotherwise take an corporate or similar action or deliver any certificate, in connection with the Debt Financing, any Replacement Financings or the incurrence of indebtedness thereby, in each case, that would be effective prior to bear any cost the Effective Time or expense or to (v) pay any commitment or other similar fee fee, incur or make reimburse any other payment costs or expenses or incur any other liability or provide obligation of any kind or agree to provide give any indemnity indemnities in connection with any the Debt Financing or their performance any Replacement Financings, including under any certificate, agreement, arrangement, document or instrument related thereto, in each case, that would be effective prior to the Effective Time, (D) require the Company or any of its Subsidiaries or their respective obligations under Affiliates and Representatives to deliver any certificates or take any action pursuant to this Section 5.13 6.12 if doing so could result in liability to the Company or such Subsidiary, Affiliate or Representatives, (E) require the Company or any of its Subsidiaries to provide, or cause to be provided, any information utilized in connection therewith (except, the disclosure of which is prohibited or restricted under applicable Law or any binding agreement with a third party or that is legally privileged or consists of attorney work product or could reasonably be expected to result in the case loss of this paragraph any attorney-client privilege, (iiiF) require the Company or any of its Subsidiaries to take any action that will conflict with or violate its organizational documents or any Laws or result in a violation or breach of, or default under, any Company Material Contract (other than any Company Material Contract being entered in contemplation hereof), (G) require the Company or any of its Subsidiaries to enter into or approve any binding commitment prior to the Effective Time, (H) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or (I) prepare or deliver any financial statements or other financial data other than the Required Information. Neither the Company nor any of its Affiliates or Subsidiaries shall have any liability to Parent or Acquisition Sub in respect of Goldcorp any financial statements, other financial information or data or other information provided pursuant to this Section 6.12. Unless otherwise agreed by the Company, all non-public or other confidential information provided by the Company to Parent or its Affiliates pursuant to this Section 6.12 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall promptly (and in any event within three (3) Business Days of delivery of documentation evidencing such cost and expenses) reimburse the Company for any out-of-pocket reasonable and documented expenses and costs (including reasonable outside attorneys’ fees and disbursements) incurred in connection with the Company’s or its Subsidiaries, to the extent such liability, cost, expense Affiliates’ or indemnity is conditional upon the occurrence of the Effective Time). Newmont Representatives’ obligations under Section 6.11 or this Section 6.12 and shall indemnify and hold harmless Goldcorp and the Company, its Subsidiaries Affiliates and their respective Representatives from and against any and all losses, damages, claims, costs (including cost of investigation), settlement payments, injuries, liabilities, judgements, awards, penalties, fines or expenses (including attorneys’ fees and disbursements) suffered or incurred by any of them as a result of, or in connection with, (1) such cooperation, (2) the Debt Financing or any Replacement Financings, (3) any information used in connection with any the Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from except with respect to written information provided by Goldcorp the Company or any of its Subsidiaries Affiliates specifically for use inclusion in offering materials relating to the Debt Financing or any Replacement Financings) and (4) any action taken by any of them at the request of Parent or Acquisition Sub pursuant to this Section 5.136.12, except, to the extent such losses, damages, claims, costs (including cost of investigation), settlement payments, injuries, liabilities, judgements, awards, penalties, fines or expenses (including reasonable outside attorneys’ fees and disbursements) arose from the fraud or willful misconduct of the Company or any of its Affiliates or Representatives, as determined in a final, non-appealable judgment of a court of competent jurisdiction. Goldcorp The Company hereby consents to the use of the its and its Subsidiaries’ logos of Goldcorp or its Subsidiaries in connection with the Debt Financing or any Debt FinancingReplacement Financings; provided, provided that such logos are used solely in the ordinary course as is customary for such purpose and in a manner that is not intended to intended, or reasonably likely likely, to harm harm, disparage or disparage Goldcorp or otherwise adversely affect the Company, any of its Subsidiaries or the their reputation or goodwill goodwill. Notwithstanding anything contained herein to the contrary, the condition set forth in Section 7.2(c), as it applies in respect of Goldcorp the Company’s obligations under this Section 6.12, shall be deemed satisfied unless the Company has knowingly and willfully materially breached its obligations under this Section 6.12 and which such breach was a proximate cause in Parent not being able to obtain the Debt Financing or any of its SubsidiariesReplacement Financings. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees Prior to the Closing, the Company shall use its commercially reasonable efforts efforts, at the sole cost and expense of Parent (but solely to providethe extent such costs are reasonable and documented out-of-pocket costs and expenses), to cooperate with Parent as is reasonably necessary in connection with the arrangement of the Debt Financing (and any amendments, supplements, replacements or modifications thereto in accordance with Section 8.20 by Parent), to the extent customary and reasonably requested by Parent, including: (i) causing appropriate members of the management team of the Company to participate during normal business hours in a reasonable and limited number of meetings, lender presentations, due diligence sessions, drafting sessions, calls and meetings with prospective lenders and ratings agencies, in each case, upon reasonable notice at mutually agreed times and places, and only to cause each the extent customarily needed for financing of its Subsidiaries the type contemplated by the Debt Commitment Letter; (ii) assisting Parent with Parent’s (or any applicable Affiliate of Parent’s) preparation of customary materials for rating agency and each lender presentations, confidential information memoranda and similar customary documents reasonably requested in connection with the Debt Financing, and provide reasonable and customary authorization letters for the Debt Financing Sources authorizing the distribution of their respective Representatives information to provideprospective lenders and other financing sources and containing customary information; (iii) assisting Parent with Parent’s (or any applicable Affiliate of Parent’s) preparation of (but not executing) any guarantee, such cooperation pledge and security documents contemplated by the Debt Financing, and any certificates and schedules related thereto and other customary definitive documents relating to the Debt Financing, and otherwise reasonably assist in facilitating the pledging of collateral at or after the Closing contemplated by the Debt Financing (if applicable) as may be reasonably requested by Newmont in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and Parent; and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness delivery to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers Parent of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of businessFinancing Information. (b) Prior Notwithstanding the foregoing or anything else contained herein to the Effective Datecontrary, none of Goldcorp, its Subsidiaries nothing in this Section 8.19 shall require the Company or its Affiliates or their respective Representatives shall be required to take any action that: (i) would contravene to execute any applicable Law definitive financing documents, including any credit or any agreement that relates to borrowed money to which Goldcorp other agreements, pledge documents, security documents or any of its subsidiaries are a party: other certificates in connection with the Financing (other than as expressly set forth in Section 8.19(a)(ii) and Section 8.19(a)(iii) above), (ii) to provide cooperation or take any other action to the extent that it would reasonably be expected to impair interfere in any material respect with the business or prevent operations of the satisfaction of any condition in Article 6 hereof; Company or its Affiliates, (iii) to provide cooperation to the extent that it would subject reasonably be expected to conflict with or violate any applicable Law or result in a breach of, or a default under, any Material Contract, (iv) to provide cooperation to the extent that it would reasonably be expected to interfere in any material respect with or materially adversely affect any commercial relationships with customers, suppliers or other parties, (v) to breach, waive or amend any terms of this Agreement, (vi) to provide cooperation to the extent it would cause any condition to the Closing set forth in Section 9.1, Section 9.2 or Section 9.3 to not be satisfied, (vii) to violate any obligation of confidentiality (not created in contemplation hereof) binding on the Company or its Affiliates or Representatives or disclose any information that is legally privileged (provided that in the event that the Company or its Affiliates or Representatives do not provide information in reliance on the exclusion in this clause (vii), the Company or its Affiliates or Representatives shall use commercially reasonable efforts to provide notice to Parent promptly upon obtaining knowledge that such Person information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality)) or (viii) to actual deliver any financial statements to the extent not produced by the Company in the Ordinary Course of Business. Additionally, (A) none of the Company or potential liability, to bear any cost or expense or its Affiliates shall be required to pay any commitment or other similar fee or make any other payment or incur any other fee or incur or assume any liability or provide or agree to provide any indemnity obligation in connection with any Debt Financing prior to the Closing (other than as are expressly contingent upon Closing or their performance reimbursable or payable by Parent, and except for the obligation to deliver the customary authorization and representation letter referenced above), (B) none of their respective obligations the directors of the Company or its Affiliates shall be required to authorize or adopt any resolutions approving the agreements, documents, instruments, actions and transactions contemplated in connection with the Debt Financing that would be effective prior to the Effective Time, (C) except as set forth in Section 8.19(a)(iii), none of the Company or its Affiliates or Representatives shall be required, prior to the Closing, to make any representation to Parent, any of its Affiliates, any lender, agent or lead arranger to any Debt Financing, or any other Person with respect to any action under this Section 5.13 8.19, including as to solvency, or to deliver or require to be delivered any solvency or similar certificate or any information utilized in connection therewith legal opinion, and (exceptD) except as contemplated by Section 8.14, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence none of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp Company or its Subsidiaries specifically for use in the Financing pursuant Affiliates or Representatives shall be required to Section 5.13)seek any amendment, waiver, consent or other modification under any Indebtedness. Goldcorp hereby consents to the use Nothing hereunder shall require any employee, officer, director or other Representative of the logos of Goldcorp Company or its Subsidiaries Affiliates or Representatives to deliver any certificate or other document or take any other action that would potentially result in connection with any Debt Financing; providedpersonal liability to such employee, that such logos are used solely in a manner that is not intended to officer, director or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiariesother Representative. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees to use commercially reasonable efforts to provide, and to cause each of its Subsidiaries and each of their respective Representatives to provide, such cooperation as may be reasonably requested by Newmont in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Closing Date, none upon the request of Goldcorpthe Company, its Subsidiaries or its or their respective Representatives Parent shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any keep the Company reasonably informed in reasonable detail of the status of its subsidiaries are a party: (ii) would reasonably be expected efforts to impair or prevent arrange and consummate the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont . Parent acknowledges and agrees that obtaining the Debt Financing is not a condition to Closing and that the consummation of the transactions contemplated by this Agreement is shall not be conditioned upon the consummation ofon, or the receipt by Newmont delayed or postponed as a result of the proceeds of, obtaining of (or the failure to obtain) the Debt Financing. (b) Prior to the Closing Date, the Company shall use its commercially reasonable efforts to provide, and each of them shall use their commercially reasonable efforts to cause their Representatives to provide, and shall cause each Subsidiary of the Company to use its commercially reasonable efforts to provide, to Parent, REIT Merger Sub and Operating Merger Sub, in each case at Parent’s sole expense, all cooperation reasonably necessary and customary in connection with the arrangement of the Debt Financing, which cooperation is reasonably requested in writing by Parent and will include using commercially reasonable efforts to: (i) upon reasonable notice, the Company shall direct employees of the Company or its Subsidiaries with appropriate seniority and expertise to participate in a reasonable number of meetings and presentations with prospective lenders at reasonable times and locations mutually agreed; (ii) assist with the preparation of customary materials for bank information memoranda and similar marketing documents reasonably necessary in connection with the Debt Financing and provide reasonable cooperation with the due diligence efforts of any source of any Debt Financing to the extent reasonable and customary; in each case in this clause: (A) subject to customary confidentiality provisions and disclaimers; (B) as reasonably requested by Parent; and (C) limited to information to be contained therein with respect to the Acquired Companies; (iii) (A) furnish Parent and the Debt Financing Sources reasonably promptly upon written request with such financial and other pertinent business information relating to the Acquired Companies as may be reasonably requested by Parent, as is usual and customary for Debt Financings and reasonably available and prepared by or for the Acquired Companies in the ordinary course of business, and (B) provide the Debt Financing Sources, or their Representatives, reasonable access during normal business hours, upon reasonable notice and subject to customary access agreements, to the Company Properties in connection with Parent’s efforts to arrange and consummate the Debt Financing; (iv) assist with the preparation of customary definitive loan documentation contemplated by the Debt Financing (including schedules), including any customary guarantee, pledge and security documents; (v) to the extent reasonably requested by Parent and necessary in connection with the Debt Financing, attempt to obtain estoppels and certificates from tenants, lenders, managers, franchisors, ground lessors, ground lessees and counterparties to reciprocal easement agreements, declarations and similar agreements under Permitted Encumbrances; and (vi) provide to Parent upon written request all documentation and other information with respect to the Acquired Companies reasonably requested by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act in connection with the Debt Financing, that has in each case been requested by Parent in writing at least eight (8) Business Days prior to the Closing Date. (c) The Company shall use commercially reasonable efforts to deliver to Parent at least two (2) Business Days prior to the Closing Date an appropriate and customary payoff letter with respect to the Indebtedness set forth on Section 7.11(c) of the Company Disclosure Letter (the “Payoff Letters”), specifying the aggregate payoff amount of the Company’s or the Operating Partnership’s obligations (including principal, interest, fees, Expenses, premium (if any) and other amounts payable in respect of such Indebtedness) that will be outstanding under such Indebtedness as of the Closing and providing for a release of all guarantees (subject to customary surviving obligations) and Liens, if any, thereunder upon the receipt of the payoff amounts specified in the Payoff Letters (it being understood and agreed that ▇▇▇▇▇▇, REIT ▇▇▇▇▇▇ Sub and Operating Merger Sub shall be responsible for paying all amounts under the Payoff Letters, and which releases shall only be effective at or after the Closing). (d) Upon the terms and subject to the conditions set forth in this Agreement, the Company shall use, and cause each Subsidiary of the Company to use, its and their respective commercially reasonable efforts to take any actions that are reasonably requested by Parent in writing to obtain any Assumption; provided, no Acquired Company shall be required, directly or indirectly, to become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order to sell, divest, license, hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets, operations or business of any Acquired Company, unless such requirement, condition, understanding, agreement or order is binding on or otherwise applicable to such Acquired Company only from and after the Closing in the event that the Closing occurs; provided, further, that in no event shall any Acquired Company be required to (i) amend, modify, supplement or waive the terms and conditions of the outstanding Indebtedness or guarantees thereof, including changing any of the parties subject to the obligations of such Indebtedness or guarantees, of any Acquired Company, make any principal payments or financial covenant modifications, forfeit any rights, establish any reserves, cash sweep requirements or cash traps, or pay any other charges, including any “make-whole” premium or other prepayment penalty, or deposit any security, in connection with obtaining any Assumption, in each case that is effective prior to the Closing or (ii) pay, directly or indirectly, prior to the Closing any fee, penalty or other consideration, or incur any liability that is effective prior to the Closing, to any third party for any Assumption. Parent acknowledges and agrees that obtaining any Assumption is not a condition to Closing and that the consummation of the transactions contemplated by this Agreement shall not be conditioned on, or delayed or postponed as a result of the obtaining of (or the failure to obtain) any Assumption. For the avoidance of doubt, the Parties hereto acknowledge and agree that the provisions contained in this Section 7.11(d) represent the sole obligation of the Acquired Companies and their respective Affiliates with respect to cooperation in connection with the Assumptions. (e) The Company shall have satisfied its obligations set forth in Section 7.11(b), Section 7.11(c) and Section 7.11(d) if the Company shall have used its commercially reasonable efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided. Notwithstanding the foregoing, the Company shall not be required to provide, or cause its Subsidiaries or its or its Subsidiaries’ respective Representatives to provide, cooperation under Section 7.11 to the extent that it: (i) unreasonably interferes with the ongoing business of the Acquired Companies; (ii) requires the Acquired Companies to take any action that would reasonably be expected to cause the Acquired Companies to incur any liability (including any commitment fees and expense reimbursement) in connection with the Financing or any Assumption prior to the Closing; (iii) requires the Acquired Companies or their respective Representatives to execute, deliver or enter into, or perform any agreement, document, certificate or instrument with respect to the Financing (other than with respect to customary authorization letters with respect to bank information memoranda) or any Assumption or adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing or any Assumption is obtained that is not conditioned on the occurrence of Closing or that would be effective prior to Closing; (iv) requires the Acquired Companies or their counsel to give any legal opinion; (v) requires the Acquired Companies to provide any information that is prohibited or restricted by applicable Law; (vi) provide access to or disclose information that the Company or any of its Subsidiaries determines in good faith would reasonably be expected to result in a loss or waiver of or jeopardize any attorney-client privilege, attorney work product or other legal privilege (provided, that the Company shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in this clause (vi)); (vii) requires the Acquired Companies to take any action that is prohibited or restricted by, or would reasonably be expected to conflict with or violate, its organizational documents, or would reasonably be expected to result in a violation or breach of, or default under, any Contract, Material Company Lease or Permitted Encumbrance to which any of the Acquired Companies is a party, in each case, to the extent not created in contemplation hereof, or any applicable Laws;; (viii) would reasonably be expected to result in any Acquired Company or any Representative of the Acquired Companies incurring personal liability with respect to any matter relating to the Financing or any Assumption or requires any Representative of the Company or any of its Subsidiaries to deliver any certificate that such Representative reasonably believes, in good faith, contains any untrue certifications; (ix) requires the Acquired Companies or their Representatives, as applicable, to waive or amend any terms of this Agreement; or (x) such cooperation causes any representation, warranty, covenant or other term in this Agreement to be breached or causes any Closing condition set forth in Article VIII to fail to be satisfied. In no event shall the Company be in breach of this Agreement because of the failure to deliver any financial or other information that is not currently readily available to the Acquired Companies (other than information which an Acquired Company is entitled to receive and actually receives following request pursuant to any Management Agreement) on the date hereof or is not otherwise prepared in the ordinary course of business of Acquired Companies at the time requested by Parent or for the failure to obtain review of any financial or other information by its accountants and in no event shall the Company or its Subsidiaries be required to provide or assist in the preparation of any projections or “pro forma” financial statements. In no event shall the Acquired Companies be required to pay any commitment or other fee or give an indemnity or incur any liability (including due to any act or omission by the Company, its Subsidiaries or any of their respective Affiliates or Representatives) or expense (including legal and accounting expenses) in connection with assisting Parent, REIT Merger Sub and Operating Merger Sub in arranging the Financing or any Assumption or as a result of any information provided by the Company, its Subsidiaries or any of their respective Affiliates or Representatives in connection with the Financing or any Assumption. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company, any of its Subsidiaries, or any of their respective Representatives at the request of Parent pursuant to Section 7.11. For the avoidance of doubt, the Parties hereto acknowledge and agree that the provisions contained in this Section 7.11 represent the sole obligation of the Acquired Companies and their respective Affiliates with respect to cooperation in connection with the Debt Financing. Notwithstanding anything to the contrary in this Agreement, the Company, its Subsidiaries and its Representatives shall be deemed to have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, required to be performed by it under Section 7.11, and any breach by the Company or its Subsidiaries or its Representatives of any of the covenants required to be performed by it under this Section 7.11 shall not be considered in determining the satisfaction of any condition to Closing set forth in this Agreement, including the condition to Closing set forth in Section 8.3(b), or in determining the entitlement of any party to terminate this Agreement, including any entitlement to termination arising from Section 9.1, other than, for purposes of (x) determining the satisfaction of the condition to Closing set forth in Section 8.3(b), or (y) the entitlement of Parent or Merger Sub to terminate this Agreement, in each case, as a result of a Willful Breach of this Section 7.11 by the Company or any of its Subsidiaries. (f) Parent shall reimburse the Acquired Companies promptly upon demand for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ and accountants’ fees) incurred by the Acquired Companies and their Representatives in connection with the cooperation under Section 7.11, any action taken by them at the request of Parent pursuant to Section 7.11 (including the dissolution and termination of any subsidiaries formed and documentation entered into pursuant to Section 7.11), and shall indemnify, defend and hold harmless the Acquired Companies and their Representatives and each of the Acquired Companies’ and their Representatives’ respective present and former trustees, directors, officers, employees and agents (collectively, the “Financing Indemnified Parties”) from and against any and all costs, expenses, losses, damages, claims, judgments, fines, penalties, interest, settlements, awards and liabilities suffered or incurred by any of them in connection with the arrangement and consummation of the Financing or any Assumption and any information used in connection therewith, except in the event such matters arose out of or resulted from the intentional misrepresentation of or willful misconduct by the Company, the Company Subsidiaries or any of its or their respective Affiliates or Representatives. The provisions of this Section 7.11(f) are intended to be for the benefit of, and shall be enforceable by, each of the foregoing Financing Indemnified Parties. This Section 7.11(f) shall survive the termination of this Agreement, and is intended to benefit, and may be enforced following consummation of the Mergers and the Closing or any termination of this Agreement, by Affiliates and Representatives of the Acquired Companies, in each case, who are each third-party beneficiaries of this Section 7.11(f). In the event the Mergers and the other transactions contemplated hereby are not consummated, Parent shall promptly reimburse the Company for any reasonable out-of-pocket costs incurred by the Company and its Subsidiaries in connection with the cooperation under Section 7.11 and not previously reimbursed. (g) After the No-Shop Period Start Date, at the reasonable request of Parent with and subject to the consent of the Company (in its sole discretion, but subject to reasonable consultation with Parent), the Company shall use commercially reasonable efforts to file a Form 8-K with the SEC disclosing information identified by Parent relating to the Company for purposes of permitting such information to be included in the debt marketing materials to be provided to potential investors who do not wish to receive material nonpublic information with respect the Company or its securities.

Financing Cooperation. (a) Goldcorp agrees to The Acquired Corporations shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to provide, and to provide (or cause each of its their Subsidiaries and each of their respective Representatives to provide, ) such cooperation as may be reasonably requested by Newmont in connection with the borrowing arrangement of the Debt Financing or an issuance any Alternative Financing as part of debt or in lieu of all or a portion of the Debt Financing, as is reasonably requested by Newmont and/or any liability management transaction Parent, including: (includingi) furnishing or causing to be furnished to Parent and the Debt Financing Sources, without limitationas promptly as reasonably practicable, any exchange offersfinancial statements or other information reasonably requested by ▇▇▇▇▇▇ (including on behalf of any Debt Financing Source); (ii) making senior management and officers of the Company, consent solicitations with appropriate seniority and expertise, available to assist in the preparation for, and participate in, a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers, bookrunners or tender offersagents for, and prospective lenders and buyers of, the Debt Financing), presentations, road shows, meetings with ratings agencies, due diligence sessions, drafting sessions and sessions between senior management and the Debt Financing Sources in connection with the Debt Financing or any Alternative Financing as part of or in lieu of all or a portion of the Debt Financing; (iii) promptly, and in any event no later than four (4) Business Days prior to the Closing, providing all documentation and other information that any Debt Financing Source has reasonably requested in connection with such Debt Financing or any Alternative Financing as part of or in lieu of all or a portion of the Debt Financing under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, Title III of Pub. L.107-56 (signed into law October 26, 2001, as amended from time to time) and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time), in each case, as reasonably requested at least nine (9) Business Days prior to the Closing Date; (iv) (A) reasonably cooperating and providing assistance with the preparation of materials for rating agency presentations, high-yield roadshow presentations and offering memoranda, bank information memoranda, confidential information memoranda, private placement memoranda, bridge teasers, syndication memoranda, customary offering documents, lender presentations and other customary marketing materials required in connection with the Debt Financing or any Alternative Financing as part of or in lieu of all or a portion of the Debt Financing (collectively, the “Debt Marketing Materials”), including furnishing (w) business and financial projections reasonably requested by Parent, (x) information reasonably necessary to prepare risk factors, (y) records, data or other information necessary to support any statistical information or claims relating to the Acquired Corporations appearing in the Debt Marketing Materials and (z) executed customary certificates of the chief financial officer (or other comparable officer) of the Acquired Corporations with respect to debt existing financial information (including pro forma financial information) included in the Debt Marketing Materials, (B) providing reasonable cooperation with the due diligence efforts of the Debt Financing Sources to the extent reasonable and customary (and, to the extent applicable, subject to the limitations contained in this Agreement) and (C) providing customary authorization letters, confirmations and undertakings in connection with the Debt Marketing Materials (including with respect to presence or absence of material non-public information and customary 10b-5 representations with respect to the information relating to the Acquired Corporations and their respective Subsidiaries contained therein); (v) (A) assisting in the preparation, execution and delivery of definitive financing documents, including any credit agreements, indentures, notes, guarantee and collateral documents, pledge and security documents, customary closing certificates and documents and back-up therefor and for legal opinions in connection with the Debt Financing or any Alternative Financing as part of or in lieu of all or a portion of the Debt Financing (including executing and delivering a solvency certificate from the chief financial officer or treasurer (or other comparable officer) of the Company) and other customary documents as may reasonably be requested by Parent or the Debt Financing Sources and (B) facilitating the pledging of, granting of security interests in and obtaining perfection of any liens on collateral in connection with the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), includingor any Alternative Financing as part of or in lieu of all or a portion of the Debt Financing, without limitation tobut in no event shall any of the items described in the foregoing (A) and (B) be effective until as of or after the Closing; (vi) assisting Parent in benefiting from the existing lending relationships of the Acquired Corporations and its Subsidiaries; (vii) cooperating with Parent’s efforts to obtain corporate and facilities ratings, upon consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance (including providing reasonable notice: access to Parent and its representatives to all owned or leased real property) as reasonably requested by Parent; (iviii) provide assistance taking all corporate, limited liability company, partnership or other similar actions reasonably requested by Parent (including on behalf of any Debt Financing Source) to permit the consummation of the Debt Financing or any Alternative Financing as part of or in lieu of any portion of the Debt Financing; provided that no such actions shall be required to be effective prior to the Closing; (ix) causing ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (along with any discussions other auditor to the extent financial statements audited or reviewed by such auditor are or would be included in an offering memorandum, the “Auditor”) to (A) furnish to Parent and the Debt Financing Sources, consistent with customary practice, customary comfort letters (including “negative assurance” comfort and change period comfort) and consents, together with drafts of and/or furnishsuch comfort letters that such independent auditors of the Acquired Corporations are prepared to deliver upon “pricing” and “closing” of any Alternative Financing as part of or in lieu of all or a portion of the Debt Financing, and deliver such comfort letters upon the “pricing” and “closing” of any such high-yield bonds, with respect to financial information relating to the Acquired Corporations, as reasonably requested by Parent or the Debt Financing Sources, as necessary or customary for financings similar to the Debt Financing or any Alternative Financing as part of or in lieu of all or a portion of the Debt Financing and (B) attend accounting due diligence sessions and drafting sessions; (x) if the Auditor shall have withdrawn its audit opinion with respect to any audited financial statements of the Acquired Corporations, furnishing Parent and the Debt Financing Sources as soon as practicable with a new unqualified audit opinion with respect to such financial statements by the Auditor or another nationally-recognized independent public accounting firm reasonably acceptable to Parent; (xi) if (A) (1) any of the financial statements of the Acquired Corporations shall have been restated or (2) the Acquired Corporations, the Board of Directors or the Auditor shall have determined that a restatement of any such financial statements is required and (B) the Acquired Corporations or the Auditor, as applicable, has not subsequently determined and confirmed in writing to Parent that no restatement shall be required in accordance with GAAP, furnishing Parent and the Debt Financing Sources as soon as practicable with such business, restated financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information ; and (including diligence materialsxii) reasonably required cooperating with Parent to satisfy the conditions precedent to the Debt Financing or any Alternative Financing as part of or in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness lieu of any such arrangements shall be contingent on the completion portion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 Financing to the extent within the information requested was not otherwise prepared or available in control of the ordinary course of businessCompany. (b) Prior The Acquired Corporations shall, and shall cause their respective Affiliates to, supplement any financial statements or other financial information on a reasonably current basis to the Effective Dateextent that any such statements or information, none to the knowledge of Goldcorpthe Acquired Corporations, when taken as a whole and in light of the circumstances under which such statements were made, contains any material misstatement of fact or omits to state any material fact necessary to make such information not materially misleading. (c) Each Acquired Corporation hereby consents to the customary use of its Subsidiaries or its or logos, names and trademarks in connection with the Debt Financing. (d) At the request of Parent, the Company shall use reasonable best efforts to file a Form 8-K with the SEC disclosing information identified by Parent relating to the Company for purposes of permitting such information to be included in the Debt Marketing Materials to be provided to potential investors who do not wish to receive material nonpublic information with respect to any of Parent, the Company, any of their respective Representatives Affiliates or any of their respective securities. (e) Notwithstanding anything in this Section 5.12 to the contrary, until the Closing occurs, the cooperation requested by Parent pursuant to the preceding provisions of this Section 5.12 shall be required to take any action that: not (i) would contravene any applicable Law unreasonably interfere with the ongoing operations of the Acquired Corporations, or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected require any of the Acquired Corporations to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iiiA) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee fee, incur any liability or obligation, or commit to taking any action, in each case with respect to third parties (including entering into any agreement) that is not contingent upon the Closing, (B) take any action that could subject any pre-Closing director, manager, officer or employee of any of the Acquired Corporations or any of their Affiliates to any actual or potential personal liability, (C) cause any director or manager of any of the Acquired Corporations or any of their Affiliates to pass resolutions or consents to approve or authorize the execution of the Debt Financing that would be effective prior to Closing, (D) make any representation, warranty or certification that, in the good faith determination of the Company, is not true or cause any condition to Closing set forth in Section 6 to fail to be satisfied, or (E) prepare any pro forma financial statements, projections, estimates or other payment or incur any other liability or provide or agree forward looking information. (f) In the event this Agreement is terminated pursuant to provide any indemnity Section 7, Parent shall promptly reimburse the Acquired Corporations for all reasonable and documented out-of-pocket cost and expenses incurred by the Acquired Corporations in connection with any Debt Financing or their performance of their respective obligations under the cooperation contemplated by this Section 5.13 or any information utilized 5.12, including (i) reasonable attorneys’ fees and (ii) expenses of the Acquired Corporations’ accounting firms engaged to assist in connection therewith (exceptwith the Debt Financing. Parent shall indemnify, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify defend and hold harmless Goldcorp and its Subsidiaries harmless, the Acquired Corporations, and their respective Representatives Affiliates and Representatives, from and against any and all costs liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any the arrangement of the Debt Financing and Financing, the performance of their respective obligations under this Section 5.13 5.12, and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to event any liability or losses arise out of, or results from the bad faith, gross negligence of or willful misconduct of any such Person). (g) For the avoidance of doubt, the Parties acknowledge and agree that the provisions contained in this Section 5.13). Goldcorp hereby consents to 5.12 represent the use sole obligation of the logos of Goldcorp or its Subsidiaries Acquired Corporations with respect to cooperation in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any the arrangement of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp Notwithstanding anything to the contrary in this Agreement, the Seller acknowledges and agrees that the Buyer intends to obtain the Debt Financing at the level of IHS Brasil, as described in further detail in the Debt Commitment Letter. The Seller further acknowledges that the Seller’s and IHS Brasil’s cooperation is necessary to facilitate Buyer’s compliance with Section 2.4(b)(i)(B) and, as such, subject to the terms and conditions of this Agreement, at Closing, the Seller agrees to use commercially cause IHS Brasil to comply with Buyer's reasonable efforts to provide, and to cause each of its Subsidiaries and each of their respective Representatives to provide, such cooperation as may be reasonably requested by Newmont in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 instructions to the extent necessary and consistent with this Agreement and Section 2.4(b)(i)(B), in order for IHS Brasil to be in a position to make the information requested was not otherwise prepared or available payments contemplated in the ordinary course of businessSections 2.4(b)(i)(B)(1) and 2.4(b)(i)(B)(2). (b) Prior to From the Effective Datedate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, none of Goldcorpthe Seller shall, and shall cause the Acquired Companies and its Subsidiaries or its or and their respective Representatives to, use reasonable best efforts to provide cooperation reasonably requested by the Buyer that is customary and reasonably necessary in connection with the Debt Financing and is customarily provided for borrowers in financings of the type contemplated by the Debt Commitment Letter. Such cooperation may include: (i) furnishing, to the extent available, audited financial statements (and, if and when they become available, interim financial statements), pro forma financial information, and such other financial data of the Acquired Companies as are reasonably requested by Buyer, to the extent reasonably requested at least ten (10) Business Days prior to the Closing Date and within the time periods when such financial information becomes conventionally available in the Ordinary Course of Business; (ii) making senior management of the Acquired Companies reasonably available to participate in a reasonable number of due diligence sessions, drafting sessions and presentations, lender meetings and calls, in each case at reasonable times and upon reasonable advance notice; (iii) assisting the Buyer in the preparation of (and if requested by the Buyer, participating in the presentation of) customary materials for use in connection with the Debt Financing, including confidential information memoranda, lender presentations and similar documents, (iv) providing reasonable assistance in facilitating the pledge and perfection of security interests (and negotiating and finalizing forms of collateral documents) in respect of the equity interests of the Acquired Companies and the assets of the Acquired Companies to the extent customarily provided prior to the closing of transactions of this type contemplated hereby and, where appropriate, executing and delivering customary documents, in each case to be effective as of, and not prior to, the Closing (or held in escrow for release at the Closing); and (v) providing reasonable and legally permitted documentation and information about the Acquired Companies and their officers, directors and owners as is reasonably requested by Buyer or any Debt Financing Source to comply with applicable “know your customer” and beneficial ownership requirements. (c) Notwithstanding the foregoing or anything to the contrary in this Agreement, neither the Seller, the Acquired Companies nor any of their Affiliates shall be required to take take, or permit the taking of, any action pursuant to this Section 6.17 that: (iA) would contravene any applicable Law require the Seller, the Acquired Companies or any agreement that relates of their Affiliates (or any other Persons who are directors or officers of such entities) to borrowed money pass resolutions or consents to which Goldcorp approve or authorize the Debt Financing or any related agreements with effectiveness prior to Closing, (B) would require the Seller or any of its subsidiaries are a party: Affiliates (iior any other Person) to execute or delivery any certificate, opinion, document, instrument or agreement, or to agree to any change or modification of any existing certification, opinion, document, instrument or agreement, other than shareholders’ or corporate resolutions of the Acquired Companies reasonably necessary to approve the Debt Financing or any related agreements (it being understood that no financial obligations so approved in such corporate acts of any Acquired Company shall be effective prior to the Closing), (C) would require any Acquired Company to execute or deliver any certificate, opinion, document, instrument or agreement, or to agree to any change or modification of any existing certification, opinion, document, instrument or agreement, in each case with effectiveness prior to the Closing (it being understood that no obligations of any Acquired Company under any such document shall be effective prior to the Closing), (D) would reasonably be expected to impair cause any representation or prevent warranty of the satisfaction of Seller or the Acquired Companies in this Agreement to be breached or any condition in Article 6 hereof; or to the Closing to fail to be satisfied, (iiiE) would subject such Person to actual require the Seller, the Acquired Companies or potential liability, to bear any cost or expense or of their Affiliates to pay any commitment or other similar commitment, fee or make any other payment out-of-pocket expense, or otherwise incur any other liability or provide or agree to provide any indemnity obligation, in connection with any the Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (exceptFinancing, in the case of this paragraph the Acquired Companies, with effectiveness prior to Closing, other than in connection with the ROFR, (iiiF) would reasonably be expected to cause any director, officer, employee or equityholder of the Seller, the Acquired Companies or any of their Affiliates to incur any personal liability, in respect the case of Goldcorp the Acquired Companies, with effectiveness prior to Closing, (G) could reasonably be expected to conflict with, or result in a violation or breach of, or default (with or without the notice, lapse of time or both), applicable Law, the organizational documents of the Seller or the Acquired Companies, or any Contract binding upon any of the foregoing, other than the ROFR, (H) provides access to or discloses information that the Seller, the Acquired Companies or any of their Affiliates determines could reasonably be expected to jeopardize any attorney-client privilege of, or work product or similar privilege, or conflict with any confidentiality obligations binding on, the Seller, the Acquired Companies or any of their Affiliates; (I) would require the Seller, the Acquired Companies or any of their Affiliates to provide or deliver any internal or external legal opinions, in the case of the Acquired Companies, prior to Closing; (J) would require the Acquired Companies to prepare or deliver (1) any financial statements or information that are not available to it and prepared in the ordinary course of its Subsidiariesfinancial reporting practice of the Acquired Companies or that are inconsistent with the Accounting Principles or (2) any projections or pro forma financial statements; (K) would, in the reasonable opinion of the Acquired Companies, materially interfere with or disrupt the ongoing operations of its or its Affiliates’ businesses or would require an action that is not within the control of the Acquired Companies using commercially reasonable efforts; (L) require consent to a pre-filing of UCC-1s or any other grant of Encumbrances with effectiveness prior to Closing or that result in any of the Seller or the Acquired Companies or any of their respective Affiliates or Representatives being responsible to any third parties for any representations or warranties, in the case of the Acquired Companies, prior to Closing, provided that the Financing Sources may reasonably request, consistent with best lending practices for similar debt transactions, that the Definitive Debt Financing Agreement be executed by the Acquired Companies prior to Closing, but with effectiveness conditioned upon Closing; (M) require the directors, officers, employees or agents of the Seller or the Acquired Companies to take any action in any capacity other than as a director, officer or employee; (N) require the Seller or any Acquired Company to assume liability for any lender presentation, confidential information memorandum, offering memorandum, private placement memorandum or similar offering document, in the case of the Acquired Companies, prior to Closing, or (O) would cause significant competitive harm to the extent such liabilityAcquired Companies if the transactions contemplated by this Agreement are not consummated. (d) All non-public or other confidential information provided by the Acquired Companies or any of their Representatives pursuant to this Section 6.17 shall be kept confidential in accordance with the Confidentiality Agreement. Nothing in this Section requires any Acquired Company to encumber any of its assets or to be an issuer or other obligor with respect to the Debt Financing or require any Acquired Company to be an issuer or other obligor with respect to the Debt Financing prior to the Closing, costprovided, expense however, that the Financing Sources may reasonably request, consistent with best lending practices for similar debt transactions, that the Definitive Debt Financing Agreement be executed by the Acquired Companies prior to Closing, but with effectiveness conditioned upon Closing. (e) The Buyer shall promptly reimburse the Acquired Companies and their respective Affiliates, upon request by the Seller, for all reasonable and documented out-of-pocket fees, costs and expenses (including reasonable attorneys’ fees) incurred by any of them or indemnity is conditional upon their respective Representatives in connection with cooperation provided pursuant to this Section 6.17, and the occurrence of the Effective Time). Newmont Buyer shall indemnify indemnify, defend and hold harmless Goldcorp and its Subsidiaries the Seller, the Acquired Companies, their Affiliates and their respective Representatives from and against any and all losses, damages, claims, costs or expenses (including attorneys’ fees, interest and costs of collection) suffered or incurred by them in connection with the Financing, including any cooperation or assistance provided hereunder and any information used in connection therewith. (f) The Parties acknowledge and agree that the provisions of this Section 6.17 set forth the sole obligations of the Seller, the Acquired Companies and any of their Representatives with respect to cooperation in connection with any Debt Financing and financing (including the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided Financing) to be obtained by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp Buyer or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont acknowledges and agrees that the consummation of Affiliates for the transactions contemplated by this Agreement. The Seller, the Acquired Companies and their Affiliates shall be deemed to have complied with this Section for all purposes of this Agreement is unless the Debt Financing has not conditioned upon been obtained and the consummation ofAcquired Companies’ Willful Breach of this Section proximately caused the Debt Financing not to be obtained. (g) Except for the occurrence of the Buyer Fundraising Milestone, or the Buyer acknowledges and agrees that in no event shall the receipt or availability of any funds or any financing by Newmont the Buyer or any of its Affiliates (including the Financing) be a condition to any of the proceeds of, Buyer’s obligations hereunder and nothing in this Section 6.17(g) limits or qualifies the Debt FinancingBuyer’s obligations under Section 6.16.

Financing Cooperation. (a) Goldcorp agrees to The Parent shall, and shall cause its Subsidiaries to, and use commercially reasonable best efforts to providecause its and its Subsidiaries’ respective directors, officers, employees, consultants, advisors (including its investment bankers, attorneys, accountants, consultants and financial advisors) (collectively, “Advisors”) to cause each provide to Buyer and its Affiliates such reasonable cooperation in connection with the Debt Financing (which term, for purposes of its Subsidiaries and each of their respective Representatives to providethis Section 5.7, such cooperation shall include any offerings or financings in lieu thereof) as may be reasonably requested by Newmont Buyer and its Affiliates, including, without limitation: (i) as promptly as reasonably practicable, furnishing Buyer’s financing sources and their respective Advisors with the Required Information (and updating the same periodically so it is Compliant); (ii) using reasonable best efforts to furnish, to Buyer and its Affiliates and the Debt Financing Sources, as promptly as reasonably practicable, financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer and its Affiliates and/or the Debt Financing Sources in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens financial statements and other instruments of termination or discharge financial data regarding the Company and its Subsidiaries required by the Debt Commitment Letter, and otherwise reasonably requested by Newmont cooperating with the Financing Sources’ due diligence in connection with the repayment Debt Financing; (iii) executing and delivering as of debt of Goldcorp (but not before) the Closing any definitive financing documents or other certificates, consents, or documents as may be reasonably requested by Buyer and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and Affiliates; (iv) authorize taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Buyer and its Affiliates that are reasonably necessary or customary to permit the consummation of the Debt Financing; and (v) taking such other customary actions as are reasonably requested by Buyer and its Affiliates to facilitate discussionsthe satisfaction of all conditions precedent to obtaining the Debt Financing set forth in the Debt Commitment Letter to the extent within the control of the Parent and its Subsidiaries; provided that, meetings and other engagement by Newmontnotwithstanding anything in this Agreement to the contrary, its Subsidiaries or Affiliates with neither the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or Parent nor any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives Advisors shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make enter into any other payment definitive agreement or incur any other liability or provide or agree to provide any indemnity obligation in connection with any the Debt Financing or their performance of their respective obligations under this Section 5.13 (or any information utilized alternative financing) prior to the Closing. Furthermore, notwithstanding anything in connection therewith (exceptthis Agreement to the contrary, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, nothing herein shall require such cooperation to the extent such liability, cost, expense it would interfere unreasonably with the business or indemnity is conditional upon the occurrence operations of the Effective Time)Company or any of its Subsidiaries and none of the Company or any of its Subsidiaries shall be required to issue any offering or information document. Newmont Buyer shall indemnify and hold harmless Goldcorp and the Parent, its Subsidiaries and their respective Representatives Advisors from and against any and all costs liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any the arrangement of the Debt Financing and the performance of their respective obligations under (including any action taken in accordance with this Section 5.13 5.6(a) and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in connection with the Debt Financing pursuant to Section 5.13by or on behalf of the Parent or its Subsidiaries). Goldcorp hereby consents , in each case, except to the use extent suffered or incurred as a result of the logos bad faith, gross negligence or willful misconduct of, or material breach of Goldcorp this Agreement by, the Parent or its Subsidiaries or, in each case, their respective Advisors. In addition, Buyer shall, promptly upon request by the Parent or any of its Subsidiaries, reimburse the Parent or any of its Subsidiaries, as the case may be, for all reasonable and documented out-of-pocket costs incurred by the Parent or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiariescooperation contemplated by this Section 5.6(a). (cb) Newmont acknowledges Buyer or an Affiliate may (i) commence any of the following: (A) one or more offers to purchase any and agrees that all of one or more series of the outstanding Company Notes for cash (the “Offers to Purchase”); or (B) one or more offers to exchange any and all of the outstanding Company Notes of one or more series for securities issued by the Buyer (or its Affiliates) (the “Offers to Exchange”), in each case on terms and conditions determined by Buyer in its sole and absolute discretion, provided the consummation of any such transaction shall be conditioned on the transactions Closing and shall be funded using consideration provided by Buyer; and (ii) solicit the consent of the holders of each series of Company Notes regarding certain proposed amendments to the indentures governing such Company Notes as requested by Buyer (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to Exchange, if any, the “Company Note Offers and Consent Solicitations”). Any Company Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are proposed by Buyer in its sole and absolute discretion; provided that, in any event, Buyer, Parent and Company hereby agree that (x) any such Company Note Offers and Consent Solicitations shall comply with applicable law and the terms of any indentures governing the applicable Company Notes, (y) the terms and conditions of any Company Note Offers and Consent Solicitations (other than a Consent Solicitation seeking the elimination, waiver or amendment of the change of control provisions undertaken independently of an Offer to Purchase or Offer to Exchange) shall provide that the closing thereof or the effectiveness of the substantive provisions thereof, as the case may be, shall be contingent upon or not become operative prior to the Closing, and (z) promptly upon expiration of any Consent Solicitation, assuming the requisite consents have been received with respect to such series of Company Notes, the Company shall execute (or cause to be executed) a supplemental indenture to the indentures governing each series of Company Notes reflecting the terms of such Consent Solicitation and shall use commercially reasonable efforts to cause the trustee under each such indenture to enter into such supplemental indenture; provided that (other than a Consent Solicitation seeking the elimination, waiver or amendment of the change of control provisions undertaken independently of an Offer to Purchase or Offer to Exchange) the substantive provisions thereof will not become operative prior to the Closing. Concurrent with the Closing, and in accordance with the terms of any Offer to Purchase or Offer to Exchange, the Parent or Company shall accept for purchase or exchange and purchase or exchange each series of Company Notes properly tendered and not properly withdrawn in any Offer to Purchase or Offer to Exchange using consideration provided by or at the direction of Buyer. Concurrent with the expiration of any Consent Solicitation in which requisite consents have been achieved, and in accordance with the terms of such Consent Solicitation, the Parent or Company shall pay any consent fee to the holder of each Company Note approving the amendments to the indentures contemplated by this Agreement is not conditioned upon such Consent Solicitation using consideration provided by or at the consummation of, direction of Buyer. Buyer hereby covenants and agrees to provide (or cause to be provided) immediately available funds to the receipt by Newmont Parent or Company for the full payment of the proceeds ofabove amounts at the applicable times. At Buyer’s expense, the Debt FinancingParent or Company shall provide all cooperation reasonably requested by Buyer and its Affiliates that is necessary or reasonably required in connection with any Company Note Offers and Consent Solicitations.

Financing Cooperation. (a) Goldcorp agrees Prior to the Closing, Sellers shall cause the Company, and shall use commercially their reasonable best efforts to provide, and to cause each of its Subsidiaries their other Affiliates and each of their respective Representatives directors, officers, employees, accountants, counsel, investment bankers, consultants and other advisors to, provide to provideBuyers all cooperation and documents reasonably requested by Buyers in connection with (i) the Debt Financing or any high yield bonds being issued in lieu of any portion of the Debt Financing and (ii) any Parent SEC Filing (as defined below), including: (i) furnishing Buyers and the Debt Financing Sources as promptly as practicable with information regarding the Acquired Companies of the type and form customarily included in an offering memorandum for private placements under Rule 144A (exclusive of disclosure required by Item 402 of Regulation S-K) promulgated under the Securities Act, including the Required Financial Statements (as defined below), financial data, audit reports and business and other historical financial information of the type and form that would customarily be required in connection with private placements under Rule 144A, or that would otherwise be necessary to receive from the independent accountants that audited the Required Financial Statements (and any other accountant to the extent financial statements audited or reviewed by such cooperation accountants are or would be included in such offering memorandum) customary “comfort” (including “negative assurance” comfort), together with drafts of customary comfort letters that such independent accountants are prepared to deliver upon “pricing” and closing of any high-yield bonds being issued in lieu of any portion of the Debt Financing, with respect to the financial information to be included in such offering memorandum; (ii) reasonably assisting in the preparation of (A) any customary offering documents, high-yield road show presentations or memoranda, bridge teasers, bank information memoranda, prospectuses and similar documents, (B) all information regarding the Company and its Subsidiaries reasonably requested by Buyers in order for Buyers to prepare a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of Parent and its subsidiaries the receipt of which is a condition to the obligations of the Debt Financing Sources or required to be included in any Parent SEC Filing and (C) materials for rating agency presentations; (iii) executing and delivering (or using reasonable best efforts to obtain from its advisors) customary certificates, accounting comfort letters (including management representation letters necessary for accounts to deliver comfort letters in connection with the Debt Financing, any Parent SEC Filing or any materials otherwise required to be filed by Parent or Buyers pursuant to Exchange Act rules and regulations), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Debt Financing or any high yield bond being issued in lieu of the Debt Financing as may be reasonably requested by Newmont in connection Buyers; (iv) (x) providing authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or their respective Affiliates or securities and (y) consenting to Parent’s filing of a Form 8-K with the borrowing SEC disclosing information (including historical financial statements) relating to the Acquired Companies (A) which will be included in the offering memorandum or an issuance other Debt Financing marketing documents which Buyers, in good faith, believes Parent is required to disclose publicly in order for Parent to be in compliance with applicable securities laws, including Regulation FD or (B) for purposes of debt permitting such information (including historical financial statements and pro forma financial information) to be included or incorporated by Newmont and/or reference in any liability management transaction (other filing with the SEC which the Buyers, in good faith, determines is necessary or desirable for Parent’s ongoing conduct of its business and financing and related activities or for the fulfillment of any contractual obligation of Parent, including, without limitation, any exchange offersRegistration Statement on Form S-3 that Parent has filed or may file with the SEC prior to the Closing Date, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp any prospectus or its Subsidiaries prospectus supplement included in any such registration statement (collectivelysuch filings, a “Debt FinancingParent SEC Filing”); (v) providing audited consolidated balance sheets, statements of income, statements of comprehensive income, statements of Seller’s capital and statements of cash flows of the Company and its Subsidiaries covering the three completed fiscal years immediately preceding the Closing, unaudited balance sheets statements, statements of income, statements of comprehensive income, statements of Seller’s capital and statements of cash flows for any interim period or periods of the Company and its Subsidiaries ended after the date of the most recent audited financial statements and at least forty-five days prior to the Closing Date and for the trailing twelve-month period then ended (which shall have been reviewed by the independent accountants for the Company as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722), in each case prepared in accordance with GAAP subject, in the case of any interim statements, to year-end audit adjustments and setting forth in each case in comparative form the figures for the corresponding interim period of the previous fiscal year and the corresponding portion of the previous fiscal year (collectively this clause (v), the “Required Financial Statements”); (vi) cooperating with the Debt Financing Sources’ due diligence, to the extent customary and reasonable, including by granting the Debt Financing Sources access to the Company’s properties, assets and cash management and accounting systems, to the extent not unreasonably interfering with the business of the Company; (vii) furnishing Buyers and the Debt Financing Sources promptly with all documentation and other information which any lender providing or arranging Debt Financing has reasonably requested and that such lender has determined is required by regulatory authorities in connection with such Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation tolimitation, upon the PATRIOT Act; (viii) assisting in preparation for and participating in a reasonable notice: (i) provide assistance with any discussions number of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information meetings (including customary one-on-one meetings with the lead arrangers for the Debt Financing), presentations, road shows, due diligence materialssessions and sessions with rating agencies, prospective lenders, legal counsel and investors on reasonable advance notice and otherwise cooperating with the marketing efforts for any part of the Debt Financing or any high yield bond being issued in lieu of the Debt Financing; (ix) reasonably required assisting Buyers in obtaining corporate, credit, facilities and securities ratings in connection with the Debt Financing or any high yield bond being issued in lieu of the Debt Financing, ; (iix) direct their respective independent accountants to provide customary executing and reasonable assistance in connection with delivering any Debt Financingdefinitive financing documents, including any pledge documents, security documents and other definitive financing documents, and otherwise facilitating the pledging of, and the granting, recording and perfection of security interests in, share certificates, securities and other collateral; (xi) taking such corporate actions as shall be reasonably requested by Buyers to permit the consummation of the Debt Financing or any high yield bond being issued in connection with providing customary comfort letters lieu of the Debt Financing and consentsto permit the proceeds thereof to be made available at the Closing; and (xii) delivery of notices of prepayment, (iii) obtain termination or redemption within the time periods required by the relevant agreements governing any existing debt obligations of the Company, and obtaining customary payoff letters, releases of liens prepayment notices, Encumbrance terminations and other instruments of discharge to be delivered at Closing, to allow for the payoff, discharge and termination in full on the Closing Date of all existing debt obligations of the Company, provided, however, that until the Closing occurs, none of Sellers, the Company or discharge reasonably requested any of their Subsidiaries shall, except for the delivery of the authorization letter set forth in clause (iv) above, the prepayment and termination notices set forth in clause (xii) above and representation letters required by Newmont Buyer’s auditors in connection with the repayment delivery of debt of Goldcorp and its Subsidiaries (provided that “comfort letters” in connection with the effectiveness of Debt Financing or any such arrangements shall be contingent on the completion high yield bond being issued in lieu of the ArrangementDebt Financing, or in transactions effected pursuant to a Parent SEC Filing, (A) have any liability or any obligation under any agreement or document related to the Debt Financing or (B) be required to incur any other liability in connection with the Debt Financing unless reimbursed or reasonably satisfactorily indemnified by Buyer. Without limitation to the foregoing, Seller and the Company shall provide, and shall cause their respective Subsidiaries, and shall use their respective reasonable best efforts to cause each of its and their respective Representatives, including legal, tax, regulatory and accounting to provide, all other information and cooperation reasonably requested by the Debt Financing Sources pursuant to the terms of the Debt Commitment Letter (the information referenced in this sentence, together with the information, documents and materials referenced in clauses (i), (ii)(A), (iv) and (ivv) authorize in this Section 6.8(a) and facilitate discussionsthe management representation letters referenced in clause (iii) in this Section 6.8(a), meetings the “Required Information”); and other engagement provided further, that (x) Buyers shall, promptly upon request by Newmontthe Company or Seller, its Subsidiaries or Affiliates with reimburse the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp Company and Sellers for all reasonable and documented out-of-pocket costs or and expenses incurred by Goldcorp and Seller, the Company or its Subsidiaries in connection with such cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. and (by) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont Buyers shall indemnify and hold harmless Goldcorp Sellers, the Company and its Subsidiaries and their respective Representatives affiliates, accountants, consultants, legal counsel and other representatives from and against any and all costs liabilities or losses suffered or incurred by them in connection with any the arrangement of the Debt Financing and or the performance filing of their respective obligations under this Section 5.13 any Parent SEC Filing and any information utilized utilized, included or incorporated therein in connection therewith therewith, except to the extent that any of the foregoing arise from (other than arising from i) the bad faith, gross negligence or willful and intentional misconduct of, or material breach of this Agreement by, Sellers, the Company or any of its Subsidiaries, as applicable or (ii) information provided by Goldcorp the Company or its Subsidiaries specifically for use in Subsidiaries. (b) The Seller shall or shall cause the Financing pursuant Company to Section 5.13). Goldcorp supplement the Required Information on a reasonably current basis to the extent that any such Required Information, to the knowledge of Sellers or the Company, contains any material misstatement of fact or omits to state any material fact necessary to make such information not materially misleading with regard to the Acquired Company only. (c) The Company hereby consents to the reasonable use of all of its logos, names, and trademarks in connection with the logos Debt Financing or any high yield bond being issued in lieu of Goldcorp or its Subsidiaries the Debt Financing, and in connection with any Debt FinancingParent SEC Filing; provided, that such logos are logos, names and trademarks shall be used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp the Company, or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiariesgoodwill. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees Subject to Section 6.15(b), prior to Closing or termination of this Agreement, the Company shall, and shall cause the Company’s Subsidiaries and shall use its commercially reasonable efforts to cause its and their respective officers, directors (or equivalent managers), employees, accountants, consultants, legal counsel and agents and other representatives to, use commercially reasonable efforts to provide, at Parent’s sole cost and to cause each of its Subsidiaries and each of their respective Representatives to provideexpense, such cooperation as Parent may reasonably request in connection with Parent obtaining any Debt Financing to finance the transactions contemplated by this Agreement, including by using commercially reasonable efforts to: (i) reasonably assist Parent in the preparation of marketing and syndication documentation with respect to the Parent’s Debt Financing as may be reasonably requested by Newmont Parent and as are customary for a financing of such type; (ii) assist with the pledging of, and granting of security interests in, the collateral of the Company or the Company’s Subsidiaries in connection with Parent's Debt Financing (which will only be effective at Closing); (iii) facilitate the borrowing taking of corporate (or an issuance equivalent) actions by the Company or its Subsidiaries as may be reasonably necessary to permit the consummation of debt the Parent’s Debt Financing on the Closing Date and to permit the proceeds thereof to be made available to Parent as of the Closing Date; it being understood and agreed that (i) no such corporate or other action will take effect prior to the Closing and (ii) no Persons other than Persons who are directors or equivalent members of the Company Board or equivalent governing bodies of the Company or its Subsidiaries from and after the Effective Time shall be required to approve or execute such approvals; and (iv) at least four business days prior to the Closing Date (or such shorter timeframe as may be otherwise agreed), provide (i) all documentation and other information about the Company or its Subsidiaries as has been reasonably requested by Newmont and/or any liability management transaction (Parent in writing to the Company or its Subsidiaries at least eight business days prior to the Closing Date under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, any exchange offersthe USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”2001), includingas amended, without limitation to, upon reasonable notice: (isupplemented or modified from time to time) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested a certification regarding beneficial ownership as required by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business31 C.F.R. § 1010.230. (b) Prior to Notwithstanding this Section 6.15, the Effective Date, none of Goldcorp, Company and its Subsidiaries or its or their respective Representatives shall not be required to take any action thatto: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment commitment, consent or other similar fee fee, incur or make reimburse any other payment costs or expenses, incur any other liability personal liability, or provide or agree to provide any indemnity in connection with Parent’s Debt Financing prior to the Closing for which the Company is not reimbursed or otherwise indemnified by the Parent; (ii) take any action or do anything that would: (A) contravene any applicable Legal Requirement or its organizational documents or (B) contravene any of the Material Contracts; (iii) disclose any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or similar non-financial proprietary information or violate any obligations of the Company, its Subsidiaries or any other Person with respect to confidentiality or could result in the loss of or jeopardize any attorney-client privilege, attorney work product protections or similar protections; (iv) waive or amend any terms of this Agreement or cause any representation or warranty in this Agreement to be breached or cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement; (v) deliver any certificate or opinion or take any other action pursuant to this Section 6.15 that would or would reasonably be expected to result in personal liability to the Company or its Subsidiaries; (vi) provide cooperation that involves any binding commitment or agreement or instrument by the Company or its Subsidiaries (or commitment or agreement which becomes effective prior to the Closing) which is not conditional on the Closing and does not terminate without liability to the Company or its Subsidiaries upon the termination of this Agreement; (vii) prepare any financial statements or information that are not reasonably available to it and prepared in the ordinary course of its financial reporting practice (including pro forma financial statements and projections); (viii) take any action in connection with this Section 6.15 that would interfere unreasonably with the business or operations of the Company or its Subsidiaries; (ix) cause any director, officer, employee or other Representative of the Company or its Subsidiaries to incur any actual or potential personal Liability or breach any fiduciary duty; (x) change any fiscal period; (xi) require the Company or its Subsidiaries to provide any solvency or other similar certificate of its chief financial officer or similar officer; and (xii) require the Company, its Subsidiaries or any Representative thereof to deliver or cause to be delivered any opinion of counsel, reliance letters or any certificate, comfort letter or similar deliverable in connection with the Parent Debt Financing (other than customary authorization letters in connection with any confidential information memorandum in connection with the debt financing). In addition, notwithstanding this Section 6.15, the board of directors of the Company or its Subsidiaries shall not be required to approve or adopt any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, effective prior to the extent such liabilityClosing. (c) Parent acknowledges and agrees that, costprior to the Closing, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and Company, its Subsidiaries and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, any financing that Parent may raise in connection with the transactions contemplated by this Agreement (including Parent’s Debt Financing) or any cooperation provided pursuant to Section 6.15(a), and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all costs losses suffered or incurred by any of them in connection with any Parent’s Debt Financing and the performance of their respective obligations under this Section 5.13 or any alternative financing and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiariestherewith. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees to From the date hereof through the Closing Date, the Parties shall use commercially reasonable efforts to providesecure at the Closing one or more financing commitments in the form of private placement transactions with institutional investors, backstops against exercises of SPAC Shareholder Redemption Rights, non-redemption agreements, or any other form of equity or equity-related financing, in each case on commercially reasonable and market-based terms reasonably acceptable to the SPAC and the Company, acting together in good faith (the “Closing Offering”). In the event that the Closing Offering is structured as a private placement transaction, the Company and SPAC shall mutually select and agree upon a proposed list of potential investors for the Closing Offering. The subscription or other agreements relating to the Closing Offering will (i) be in a form mutually acceptable to the Parties, (ii) include the Company as a third-party beneficiary thereto, and (iii) close contingent upon and immediately prior to cause each the Closing. In furtherance of its Subsidiaries the foregoing, the Parties shall use commercially reasonable efforts to identify sources of financing for the Closing Offering and each of to mutually negotiate the underlying subscription, financing and similar agreements and reasonably cooperate in a timely manner in connection with any such efforts, including (x) by providing such information and assistance as the other Parties may reasonably request, (y) granting such access to potential investors and their respective Representatives to provide, such cooperation representatives as may be reasonably requested by Newmont necessary for their due diligence, and (z) participating in connection with the borrowing or an issuance a reasonable number of debt by Newmont and/or any liability management transaction (includingmeetings, without limitationpresentations, any exchange offersroad shows, consent solicitations or tender offers) drafting sessions, due diligence sessions with respect to debt existing the Closing Offering. All such cooperation, assistance and access shall be granted upon reasonable prior notice and during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Parties and shall be subject to any limitations under applicable Law. Each Party shall promptly inform the other Party of all aspects and developments related to obtaining the Closing Offering, including the proposed terms and conditions thereof and any material decisions or actions related to the Closing Offering. Neither the Company or Holdco, on the date hereof one hand, or the SPAC, on the other hand, shall make or agree to make any amendments, changes, modifications or waivers to any Contracts underlying the Closing Offering without the prior written consent of Goldcorp the SPAC or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnishthe Company, as applicable, such businesswhich consent may not be unreasonably denied, financial statementsconditioned, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination granted or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries withheld or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of businessdelayed. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees to PKI shall, and shall cause the Asset Sellers and the Acquired Companies to, use commercially reasonable efforts to provide, and to cause each of its Subsidiaries and each of their respective Representatives to provide, provide Buyer with such cooperation in connection with Buyer’s arrangement and obtaining of the Debt Financing as may be reasonably requested by Newmont Buyer (the “Financing Cooperation”), provided that (a) such requested Financing Cooperation does not unreasonably interfere with the ongoing operations of PKI and its subsidiaries and (b) neither PKI nor any of its subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability (for avoidance of doubt, excluding any allocable overhead costs) in connection with the borrowing or an issuance of debt such cooperation. Buyer shall, promptly upon request by Newmont and/or any liability management transaction (includingPKI, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp PKI for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp PKI or any of its subsidiaries are a party: in connection with such Financing Cooperation. Such Financing Cooperation will include (i) assistance in Buyer’s preparation of any bank books, rating agency presentation materials or other similar offering materials in connection with the Debt Financing, (ii) would providing such financial and other information regarding the Business as is reasonably available and reasonably required to be expected delivered as a condition precedent to impair or prevent the satisfaction initial funding of any condition in Article 6 hereof; or the Debt Financing and providing such other financial and other information regarding the Business as is reasonably available and reasonably requested by Buyer, (iii) would subject such Person providing, within the time period required under the terms of the Debt Financing, documentation and information required by sources of the Debt Financing to actual or potential liabilitybe delivered under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, (iv) reasonably promptly responding to bear any cost or expense or diligence inquiries of the sources of the Debt Financing, (v) providing Buyer with reasonable assistance in Buyer’s efforts to pay any commitment obtain subordination and non-disturbance agreements, landlord waivers, collateral access agreements, account control agreements, consents, payoff letters, lien releases, and other customary agreements from the Business’ landlords, depositary banks, lenders or other similar fee third parties as may be requested by the sources of the Debt Financing, and (vi) making appropriate officers and employees of the Business available, at such times and in such manner as to not unreasonably interfere with the normal operation of the Business, for participation in meetings with, or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any presentations to, prospective sources of the Debt Financing or their performance of their respective obligations under the prospective rating agencies for such Debt Financing. All non-public or otherwise confidential information regarding PKI or its subsidiaries obtained by Buyer or its representatives pursuant to this Section 5.13 or any information utilized 4.8 shall be kept confidential in connection therewith (except, in accordance with the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, Confidentiality Agreement; provided that disclosure shall be permitted to be made to the extent such liability, cost, expense or indemnity is conditional upon the occurrence prospective and actual sources of the Effective Time)Debt Financing, subject to the terms of the Confidentiality Agreement or a confidentiality agreement to be entered into with the sources of the Debt Financing on substantially similar terms to the Confidentiality Agreement or other customary terms reasonably acceptable to PKI and the applicable sources of the Debt Financing. Newmont Buyer shall indemnify and hold harmless Goldcorp and its Subsidiaries PKI, the other Sellers, the Acquired Companies and their respective Representatives representatives from and against any and all costs liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with any their cooperation in respect of the arrangement of the Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from historical financial statements referenced in Section 2.6 and other historical information provided reasonably requested by Goldcorp or its Subsidiaries Buyer and specifically approved in writing by PKI for use in the Financing pursuant therein (such approval not to Section 5.13be unreasonably withheld or delayed). Goldcorp hereby consents ), except to the use of extent any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties resulted from the logos of Goldcorp gross negligence or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation willful misconduct of, or the receipt by Newmont breach of the proceeds ofthis Agreement by, PKI, the Debt Financingother Sellers, the Acquired Companies or their respective representatives.

Financing Cooperation. (a) Goldcorp From the date of this Agreement until the Effective Time, Axle agrees to use commercially reasonable efforts to provide, and to shall cause each of its the Axle Subsidiaries and each of their respective Representatives to provide, such and will use its Reasonable Efforts to cause their respective representatives and agents to provide, all cooperation reasonably requested by the Buyer Parent in connection with the arrangement of the Financing (and any substitutions, replacements or refinancing thereof), including using Reasonable Efforts to (i) cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions, (ii) assist with the preparation of disclosure documents in connection therewith, (iii) execute and deliver any pledge and security documents or other definitive financing documents as may be reasonably requested by Newmont the Buyer Parent, (iv) cause (A) its independent accountants and counsel to provide assistance to the Buyer Parent, including providing consent to the Buyer Parent to prepare and use their audit reports and SAS 100 reviews relating to Axle and the Axle Subsidiaries and, at the cost of the Buyer Parent, to provide any necessary "comfort letters" in connection with the borrowing or an issuance Financing and (B) appropriate officers to sign any customary management representation letters to its independent accountants and (v) solicit and cause to be delivered such certificates, affidavits and instruments (including affidavits of debt by Newmont and/or any liability management transaction (includingtitle, without limitationsurvey affidavits, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”estoppel certificates and lien waivers), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, legal opinions and documents as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge may be reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to Buyer Parent or reasonably likely to harm required by any Lender or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its Subsidiariestitle insurance company. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees to use commercially reasonable efforts to In connection with the Acquisition Financing, the Seller shall provide, and shall cause its Subsidiaries to provide and shall use its reasonable best efforts to cause each its Representatives (including members of its Subsidiaries senior management of the Business as provided in this Section 5.12(b)), including legal and each accounting advisors, to provide (in all cases prior to the Closing), reasonable cooperation in connection with the arrangement of their respective Representatives to provide, such cooperation the Acquisition Financing as may be reasonably requested by Newmont the Purchaser and that is necessary, customary or advisable in connection with the borrowing Purchaser’s efforts to obtain the Acquisition Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Seller or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”Business), including, without limitation to, upon reasonable notice: (i) provide assistance participation in meetings, rating agency presentations and due diligence sessions and furnishing the Purchaser and its financing sources with any discussions of and/or furnish, as applicable, such business, the financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data information regarding the Business or the transactions contemplated by this Agreement that is required to be delivered pursuant to the Debt Commitment Letters, including furnishing as promptly as reasonably practical, the Required Information; (ii) assisting the Purchaser and information its financing sources in the preparation of (including diligence materialsA) reasonably required materials for any bank financing and similar documents in connection with any Debt of the Acquisition Financing, including customary confidential information memoranda and lender and investor presentations (iiincluding assistance with the preparation of “public” versions thereof), and providing to the financing sources customary authorization and representation letters with respect thereto, and (B) direct materials for rating agency presentations, and otherwise assisting the Purchaser in procuring a public corporate credit rating and a public corporate family rating in respect of the borrower under the Debt Financing and public ratings for any of the Debt Financing offered in connection therewith; (iii) facilitating customary due diligence; (iv) using reasonable best efforts to obtain from its auditors such accountants’ comfort letters and reports as may be reasonably requested by the Purchaser and the consent of such auditors to the use of their respective independent accountants reports in any materials relating to provide customary the Acquisition Financing; (v) using reasonable best efforts to obtain such consents, legal opinions, surveys and reasonable assistance title insurance as reasonably requested by the Purchaser or its financing sources in connection with any of the Acquisition Financing; (vi) assisting in the preparation of the definitive agreements with respect to the Debt Financing, including in connection with providing customary comfort letters credit agreements, intercreditor agreements, pledge and consents, (iii) obtain customary payoff letters, releases of liens security documents and certificates and other instruments of termination documents relating thereto or discharge required to be delivered thereunder, as reasonably requested by Newmont in connection with the repayment Purchaser and, to the extent contemplated by the Debt Commitment Letters, otherwise facilitating the granting or perfection of debt of Goldcorp and its Subsidiaries (provided that security interests to secure the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers delivery of certificates representing equity interests constituting collateral, intellectual property filings with respect to intellectual property constituting collateral and mortgages with respect to owned real property constituting collateral and obtaining releases of existing Liens; and (vii) furnishing the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp Purchaser and its Subsidiaries financing sources promptly, and in connection any event at least three (3) Business Days prior to the Closing Date, with cooperation provided for all documentation and other information required by any Governmental Authority with respect to any Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, in this Section 5.13 each case, to the extent the that such documentation and information has been reasonably requested was not otherwise prepared or available in the ordinary course of business. at least ten (b10) Prior days prior to the Effective Closing Date, none ; provided that neither the Seller nor any of Goldcorp, its Subsidiaries or its or their respective Representatives Affiliates shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity Liability in connection with any Debt the Acquisition Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, prior to the extent such liability, cost, expense or indemnity Closing for which it is conditional upon not reimbursed by the occurrence of the Effective Time)Purchaser. Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp The Seller hereby consents to the use of the its and its Subsidiaries’ logos of Goldcorp or its Subsidiaries in connection with any the Debt Financing; provided, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp the Seller or any of its the Subsidiaries or the reputation or goodwill of Goldcorp the Seller or any of its Subsidiaries. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt Financing.

Financing Cooperation. (a) Goldcorp agrees From the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement and abandonment of the transactions contemplated by this Agreement pursuant to Article ‎IX, the Company shall use commercially its reasonable best efforts to provideto, and to shall cause each of its Subsidiaries and each of its and their respective Representatives to provideuse their respective reasonable best efforts to, provide such customary cooperation and information as may be reasonably requested by Newmont Parent or Merger Sub in writing, to assist Parent in connection with arranging, obtaining and consummating the Debt Financing and the Equity Financing Syndication (as applicable), including using reasonable best efforts to: (i) assist Parent and Merger Sub in its preparation and execution of any credit agreement, guarantees, security agreements, closing certificates (including solvency certificates) and other certificates, resolutions, letters and documents; (ii) to the extent required by the Debt Financing, facilitate the pledging of collateral, effective no earlier than the Closing, including using reasonable best efforts to facilitate the delivery to the Debt Financing Sources or any other lenders in connection with the borrowing Financing at the Closing all certificates representing outstanding equity interests of the Company and its Subsidiaries and taking all reasonable actions that are necessary and customary to facilitate the release of all material Encumbrances; (iii) reasonably cooperate with the external and internal counsel of the Parent and Merger Sub and any financing source or an issuance any other lenders or investors in connection with the Financing in connection with providing back-up certificates and factual information related to any legal opinion that such counsel may be required to deliver in connection with the Financing and using reasonable best efforts to cause the local and internal counsel of debt the Company and its Affiliates to provide assistance to Parent; (iv) furnish the Guarantor, Parent, Merger Sub and the Debt Financing Sources or any other lenders or investors in connection with the Financing or the Equity Financing Syndication with any other historical financial information or other pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Newmont and/or the Guarantor, Parent or Merger Sub in connection with the Financing or the Equity Financing Syndication, including as is required by Parent or Merger Sub to produce customary pro forma financial statements as required pursuant to the Debt Commitment Letter or as customary for the arrangement of loans contemplated by Debt Financing; (v) furnish to Parent, Merger Sub and the Debt Financing Sources or any liability management transaction other lenders in connection with the Financing, at least 4 Business Days prior to the Closing Date (to the extent requested at least 9 Business Days prior to the Closing Date), all documentation and other information about the Company and its Subsidiaries requested by Parent for purposes of satisfying requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations (including, without limitation, any exchange offersthe PATRIOT Act and, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as if applicable, such businessthe Beneficial Ownership Regulation); and (vi) take all corporate actions, financial statementssubject to the occurrence of the Closing, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with Parent to permit the repayment consummation of debt of Goldcorp the Financing and its Subsidiaries (provided that the effectiveness of any such arrangements shall proceeds thereof to be contingent made available on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of businessClosing Date. (b) Prior to the Effective DateThe foregoing notwithstanding, none of Goldcorp, the Company nor any of its Subsidiaries or its or their respective Representatives Affiliates shall be required to take or permit the taking of any action thatpursuant to Section 7.12 or this Section 7.13 that would reasonably be expected to: (i) would contravene any applicable Law require the Company or its Subsidiaries or any of their respective Affiliates or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of the 2L Credit Agreement Modification, the Equity Financing Syndication or the Debt Financing or enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement (provided that relates the Company will, to borrowed money the extent otherwise required hereby, use commercially reasonable efforts to cause persons who will continue as officers or directors, as applicable, of the Company and its Subsidiaries after the occurrence of Closing, and who will not be removed or replaced in connection therewith, to pass resolutions and to execute documents, in each case which Goldcorp are subject to and conditioned upon, and do not become effective until, the occurrence of Closing), (ii) cause any representation or warranty in this Agreement to be breached by the Company or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or Affiliates, (iii) would subject such Person to actual require the Company or potential liability, to bear any cost or expense or of its Affiliates to pay any commitment or other similar fee or make any other payment or incur any other expense, liability or provide or agree to provide any indemnity obligation in connection with the Debt Financing, the 2L Credit Agreement Modification or the Equity Financing Syndication prior to the Closing for which Parent is not obligated to provide reimbursement or indemnification or otherwise incur any Debt Financing obligation under any agreement, certificate, document or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith instrument (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, except to the extent Parent is obligated to provide reimbursement or indemnification for such liabilityobligation or the effectiveness of such obligation under such agreement, costcertificate, expense document or indemnity instrument is conditional subject to and conditioned upon the occurrence of the Effective TimeClosing). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against , (iv) reasonably be expected to cause any and all costs suffered director, officer, employee or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use stockholder of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp Company or any of its Subsidiaries or Affiliates to incur any personal liability, (v) reasonably be expected to conflict with the reputation or goodwill Existing Indebtedness, the organizational documents of Goldcorp the Company or any of its SubsidiariesAffiliates or any Laws, (vi) reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which the Company or any of its Affiliates is a party, (vii) provide access to or disclose information that the Company or any of its Affiliates determines on advice of counsel would jeopardize any attorney-client privilege or other applicable privilege or protection of the Company or any of its Affiliates, (viii) require the delivery of any opinion of counsel, (ix) require the Company to prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice or (x) require the Company to prepare or deliver any Excluded Information. Nothing contained in Section 7.12 or this Section 7.13 or otherwise in this Agreement shall require the Company or any of its Affiliates, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. (c) Newmont acknowledges All non-public or otherwise confidential information regarding the Company or any of its Affiliates obtained by Parent or their representatives pursuant to Section 7.12 or this Section 7.13 shall be kept confidential in accordance with the Confidentiality Agreement; provided that Parent and agrees its representatives shall be permitted to disclose such information to (i) the Debt Financing Sources subject to their confidentiality obligations under the Debt Commitment Letter and the Definitive Agreements, (ii) otherwise to the extent necessary and consistent with customary practices in connection with the Debt Financing subject to customary confidentiality arrangements reasonably satisfactory to the Company and (iii) investors in the Equity Financing Syndication that have signed a joinder to the consummation Confidentiality Agreement or otherwise signed a customary confidentiality agreements with the Company as party or a third party beneficiary, which in any case, must be reasonably satisfactory to the Company. (d) Notwithstanding anything contrary in this Agreement or any Transaction Documents, the Guarantor and its Affiliates shall not sell, transfer or syndicate to any Person (other than the Rolling Stockholders) if such sale, transfer or syndication (i) would reasonably be expected to result in any delay in satisfying, or increase the risk of not satisfying, the conditions to the Closing set forth in Article VIII or (ii) cause any statement made or information provided to a regulatory authority prior to such assignment to become materially untrue or misleading; provided, further, any sale, transfer or syndication to a competitor of the transactions contemplated by this Agreement is not conditioned upon Company must be subject to the consummation of, or the receipt by Newmont prior approval of the proceeds of, the Debt FinancingCompany and Parent.

Financing Cooperation. (a) Goldcorp agrees to Upon the request of IRT, the Seller Parties shall use their commercially reasonable efforts efforts, at IRT’s sole cost and expense, to provide, and to cause each of its Subsidiaries and each of their respective Representatives to provide, provide such cooperation as may be reasonably requested by Newmont IRT in connection with its efforts to consummate the borrowing IRT Equity Offering; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Seller Parties. Such commercially reasonable efforts shall include, to the extent reasonably requested by IRT, (a) making available to IRT appropriate personnel of the Seller Parties, (b) providing, as promptly as reasonably practicable, information relating to the Business and the Advisor to the extent reasonably requested by IRT to assist in preparation of customary offering or an issuance information documents to be used for the completion of debt by Newmont and/or any liability management transaction the IRT Equity Offering, and (includingc) assisting IRT in obtaining customary comfort letters and consents of the independent accountants of the Seller Parties, without limitation, any exchange offers, consent solicitations or tender offers) including with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required auditor consents in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection filings with the repayment of debt of Goldcorp U.S. Securities and its Subsidiaries (provided that Exchange Commission. IRT shall promptly, upon request by the effectiveness of any such arrangements shall be contingent on Seller Parties, reimburse the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp Seller Parties for all reasonable out-of-and documented out of pocket costs or expenses (including reasonable attorneys’ fees) incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its Seller Parties or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under pursuant to, and in accordance with, this Section 5.13 or any information utilized in connection therewith (except6.09, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp the Seller Parties, the Advisor and its Subsidiaries their respective Affiliates and their respective Representatives from and against any and all costs damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with any Debt Financing and the performance consummation of their respective obligations under this Section 5.13 the IRT Equity Offering and any information utilized used in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to Seller Parties, the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp Advisor or any of its Subsidiaries or their respective Affiliates) and all other actions taken by the reputation or goodwill of Goldcorp or any of its Subsidiaries. (c) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds ofSeller Parties, the Debt FinancingAdvisor and their respective Affiliates and their respective Representatives pursuant to this Section 6.09.

Financing Cooperation. (a) Goldcorp agrees Subject to use commercially the remaining provisions of this Section 6.12, prior to the Merger Closing, the Company shall and shall cause its Subsidiaries and their respective Representatives to, at Parent’s sole expense, reasonably cooperate with Parent in connection with Parent’s arrangement, marketing, syndication, obtainment and consummation of the Debt Financing, which cooperation by the Company shall consist of, at the reasonable request of Parent, (i) using reasonable best efforts to providefurnish Parent with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested in writing by Parent and that is necessary and customary for financings of the type contemplated by the Debt Commitment Letters, including (x) in connection with the preparation of all Offering Documents and similar documents (including to the extent necessary any “public side” versions thereof that do not contain material nonpublic information) and (y) in connection with due diligence investigations by the Financing Sources and their advisors, (ii) using reasonable best efforts to cause each members of the senior management team of Company and its Subsidiaries with appropriate expertise to participate, during normal business hours and upon reasonable advance notice and at reasonable and mutually agreed times and locations, in a reasonable number of meetings, presentations, due diligence sessions and sessions with the providers or potential providers of the Debt Financing and with rating agencies in connection with the Debt Financing (and it being understood that any such meeting may take place via videoconference or web conference at the Company’s option), (iii) using reasonable best efforts to assist Parent with (w) to the extent reasonably requested by Parent in writing, obtaining an amendment, waiver or modification to the Syndicated L/G Facility Agreement, (x) promptly upon reasonable request by Parent, updating the L/C Schedule to the extent any Existing Letters of Credit are issued between the date hereof and the Merger Closing Date, (y) facilitating the cash collateralization, backstop or roll of the Existing Letters of Credit (including the backstop or roll of Existing Letters of Credit to any new Financing Agreement) and any parent guarantees of the Company and its Subsidiaries, the replacement of (or posting of any credit support with respect to) any parent guarantee issued by the Company or any of its Subsidiaries and each the provision of their respective Representatives any other credit support (or similar, howsoever described) required by the issuers of such Existing Letters of Credit and any third-party beneficiaries of any parent guarantee or other credit support (such credit support described in this clause (y) that Parent reasonably determines is necessary for the benefit of the issuer of any Existing Letters of Credit or beneficiary of any parent guarantee (or similar, howsoever described), the “Required Credit Support”) and (z) taking steps as reasonably requested by Parent in order to providecoordinate the release on the Merger Closing Date of all liens over the equity interests and properties and assets of the Company and its Subsidiaries securing obligations for indebtedness (other than any Permitted Liens) and related guarantees, such cooperation (iv) providing other customary information as may be reasonably requested by Newmont Parent in connection with Parent’s satisfaction of the conditions precedent set forth in any Debt Commitment Letter, to the extent the satisfaction of such condition requires the cooperation of or is within the control of the Company or its Subsidiaries, (v) providing reasonable and customary assistance to Parent and the Financing Sources in their preparation of the Offering Documents including by offering Parent a business description and a “Management’s Discussion and Analysis” of the financial statements to be included in such Offering Documents. in each case as set forth in the Company’s SEC filings, (vi) in the event the Debt Financing includes an offering of debt securities, using reasonable best efforts to request and facilitate its independent auditor to (A) provide, consistent with customary practice, customary accountant’s comfort letters (including “negative assurance” comfort and change period comfort), together with drafts of such comfort letters and bringdowns thereof that such independent auditors are prepared to deliver, subject to the completion of customary procedures, upon the “pricing” and “closing,” respectively, of any high-yield bonds being issued in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (includingDebt Financing, without limitation, any exchange offers, consent solicitations or tender offers) and consents from the Company’s independent auditor with respect to debt existing on financial information regarding the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp Company and its Subsidiaries and (provided that the effectiveness B) attend a reasonable and customary number of any such arrangements accounting due diligence sessions and drafting sessions, which sessions shall be contingent on telephonic or held by videoconference and held at reasonable and mutually agreed times, (vii) using reasonable best efforts to (A) assist ▇▇▇▇▇▇ and the completion Financing Sources with obtaining ratings as contemplated by the Debt Financing and (B) execute and deliver any Financing Authorization Letters, (viii) solely to the extent full draft and final copies of such documentation that are available have been provided to the Company and its attorneys, executing and delivering customary evidence of authority, customary officer’s certificates and customary solvency certificates, in each case, solely to the extent related to the Company and its Subsidiaries and solely as reasonably requested in writing by ▇▇▇▇▇▇ (provided, however, that no officer of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp Company or any of its Subsidiaries for who is not remaining in such position following the purpose Merger Closing shall be obligated to execute any evidence, certificate or other document contemplated by this Section 6.12(a) in connection with the Debt Financing and no such evidence, certificate or other document shall be effective prior to the Merger Closing) and (ix) using reasonable best efforts to provide customary assistance in the preparation and execution of obtaining the definitive documentation in connection with the Debt Financing, including executing and delivering by necessary or appropriate waivers of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp Company and its Subsidiaries, effective only upon the Merger Closing, of, or completing any schedules or other customary informational requirements relating to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp Company and its Subsidiaries with respect to, any credit agreements, purchase agreements, indentures, guarantees, pledge and their respective Representatives from security documents, other definitive financing documents or other certificates or documents contemplated by the Debt Financing, hedging agreements reasonably requested by Parent and against any otherwise facilitating the creation and all costs suffered or incurred by them in connection with any Debt Financing and perfection of the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use security interests in the Financing pursuant to Section 5.13)collateral contemplated by the Debt Financing. Goldcorp The Company hereby consents to the use of the logos of Goldcorp or the Company and each of its Subsidiaries in connection with any the Debt Financing; provided, provided that such logos are shall be used solely in a manner that is not intended to or reasonably likely to harm harm, disparage or disparage Goldcorp otherwise adversely affect the Company or its Subsidiaries or their reputation or goodwill. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required to (A) pay any commitment or other similar fee or any expense reimbursement (other than to the extent reimbursable, indemnified or payable by Parent or Merger Sub), (B) incur any actual or potential liability of any kind (or cause their respective Representatives to incur any actual or potential liability of any kind) prior to the Effective Time (other than to the extent reimbursable, indemnified or payable by Parent or Merger Sub), (C) execute or enter into any agreement or commitment in connection with the Debt Financing (or any Alternative Financing) prior to the Effective Time or provide any certification or opinion of the Company or its Representatives, other than any Financing Authorization Letters or other Required Financial Information, (D) take any action that would (I) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, (II) cause any representation or warranty in this Agreement to be breached or that would cause or could be reasonably likely to cause any condition set forth in Article VII to not be satisfied, (III) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any actual or potential personal liability, (IV) conflict with the reputation Charter, the By-laws (or goodwill similar organizational documents of Goldcorp any of the Subsidiaries of the Company) or any Laws or (V) result in the contravention of, or that could reasonably be expected to result in a violation or breach of, or a default under, any contract to which the Company or any of its Subsidiaries is a party, (E) provide access to or disclose information that the Company determines would jeopardize any attorney-client or other privilege of the Company or any of its Subsidiaries, (F) change any fiscal period, (G) file or furnish any reports or information with the SEC in connection with financings of the type contemplated by the Debt Commitment Letters, except, after consultation between Parent and the Company and their Representatives, the furnishing on Current Reports on Form 8-K by the Company of information included in documents with respect to such financing to the extent required in order to satisfy the Company’s Regulation FD disclosure obligations, (H) authorize any corporate action prior to the Effective Time or (I) provide any other Excluded Information. Company shall and shall cause its Subsidiaries to, upon Parent’s prior written request, (x) at least four (4) Business Days prior to the Merger Closing Date, furnish Parent with all documentation and other information about the Company and its Subsidiaries as is reasonably requested in writing by Parent and (y) at least nine (9) Business Days prior to the Merger Closing Date, furnish Parent with documents or other information relating to the Company or its Subsidiaries required by bank regulatory authorities with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2011. The Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to take the actions set forth on Section 6.12(a) of the Company Disclosure Letter. (cb) Newmont acknowledges Parent shall promptly reimburse the Company for any reasonable and agrees documented out-of-pocket expenses and costs (including attorneys’ fees) incurred by the Company, its Affiliates and their respective Representatives in connection with any cooperation contemplated by this Section 6.12; provided that the consummation of Company and its Affiliates (and not Parent) shall be responsible for any amounts that would have been incurred in connection with the transactions contemplated by this Agreement is not conditioned upon regardless of the consummation ofDebt Financing. The Company, its Affiliates and their respective Representatives (collectively, the “6.12 Indemnitees”) shall be indemnified and held harmless by Parent and Merger Sub for and against any and all liabilities, losses, damages, claims, costs, expenses (including advancing reasonable and documented attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation), interest, awards, judgments and penalties suffered or incurred, directly or indirectly, by the 6.12 Indemnitees in connection with the arrangement of the Financing (or any Alternative Financing), any refinancing of indebtedness contemplated by this Agreement or any information utilized in connection therewith or the Company’s cooperation with respect thereto, except in the event such liabilities, losses, damages, claims, costs, expenses (including advancing reasonable and documented attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation), interest, awards, judgments and penalties arose out of or as a result of the willful misconduct, gross negligence, fraud by the Company or any of its Affiliates, or any material inaccuracy with respect to any financial information delivered by (or on behalf of) the receipt by Newmont Company and its Affiliates for use in the marketing of the proceeds of, the Debt Financing. (c) The Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to update the Required Financial Information provided to Parent as may be necessary so that the Required Financial Information is (i) Compliant and (ii) meets the applicable requirements set forth in the definition of “Required Financial Information.” For the avoidance of doubt, Parent may, to most effectively access the financing markets, request the cooperation of the Company and its Subsidiaries under Section 6.12(a) at any time, and from time to time and on multiple occasions, between the date of this Agreement and the Merger Closing Date; provided that, for the avoidance of doubt, the Marketing Period shall not be applicable as to each attempt to access the markets (it being understood and agreed that once the “Marketing Period” has commenced and then been completed in accordance with the definition thereof, there shall not be a subsequent “Marketing Period” hereunder). Parent agrees to provide the Company drafts of all Offering Documents and all marketing materials for the Debt Financing with a reasonable time to review such documents and materials and subject to Parent’s compliance with such obligation, the Company agrees to use reasonable best efforts to review all such Offering Documents and marketing materials and identify for Parent any information contained therein that it reasonably believes constitutes material non-public information with respect to the Company and its Subsidiaries (taken as a whole) or their respective securities. If the Company identifies any such information (“Identified MNPI”), and such information is customarily included in offering documents or marketing materials for debt financing of the type consistent with the Debt Financing, is reasonably requested by Parent to be included in the Offering Documents or marketing materials for the Debt Financing and does not include any Excluded Information or information as to which the Company reasonably objects (any such Identified MNPI, “Acceptable MNPI”), then the Company and Parent shall consult with one another regarding the inclusion of any such Acceptable MNPI in the Offering Documents and, to the extent that, following such consultation, any such Acceptable MNPI is included in the Offering Documents, the Company agrees to file a Current Report on Form 8-K that includes, or otherwise publicly disseminate, such Acceptable MNPI that was so included in the Offering Documents in order to “cleanse” such Acceptable MNPI. Parent shall remove all such Identified MNPI that is not such Acceptable MNPI from such Offering Documents and marketing materials upon reasonable request by the Company. (d) Notwithstanding anything to the contrary contained in this Agreement, the condition set forth in Section 7.2(b), as it applies to the Company’s obligations under this Section 6.12, shall be deemed satisfied unless (i) the Company materially breaches its obligations under this Section 6.12, (ii) Parent has provided the Company with notice in writing of such breach (with reasonable specificity as to the basis for any such breach) and the Company has failed to cure such breach in a timely manner and (iii) such breach is the proximate cause of the failure of the Debt Financing to be obtained.

Financing Cooperation. (a) Goldcorp agrees Prior to the Closing, the Company shall use reasonable best efforts to, and shall cause its Subsidiaries and its and their respective Representatives to use commercially their reasonable best efforts to, in each case at Parent’s sole cost and expense, provide customary cooperation that is reasonably requested by Parent or Merger Sub to assist Guarantor, Parent and Merger Sub in connection with causing the conditions to the Debt Financing to be satisfied or as is otherwise reasonably requested by Parent or Merger Sub solely in connection with their efforts to provideobtain the Debt Financing or to effect the Repayments, which cooperation shall include using reasonable best efforts to: (i) participate (which shall be limited to teleconference or virtual meeting platforms) in a reasonable number of lender meetings, lender presentations, due diligence sessions and rating agency meetings, in each case, upon reasonable advance notice, during normal business hours and at mutually agreed times; (ii) provide reasonable assistance to Parent in its preparation of customary rating agency presentations, customary bank information memoranda and similar documents reasonably and customarily required in connection with the Debt Financing, in each case, solely with respect to information relating to the Company (to the extent related to its business) and its Subsidiaries, and promptly furnish, to the extent practicable, to Parent and Merger Sub such information regarding the Company and its Subsidiaries (and updates thereto as reasonably requested by such Persons), including historical financial information, in each case, that is readily available from the books and records of the Company and its Subsidiaries in the ordinary course of business, and other customary financial information as is reasonably requested by P▇▇▇▇▇ and Merger Sub in connection with the Debt Financing or the Repayments, or that is customarily required in connection with the execution of financings of a type similar to the Debt Financing or the Repayments; (iii) ensure that an officer of the Company executes prior to the Closing customary “authorization” letters in connection with bank information memoranda authorizing the distribution of information to prospective lenders; and (iv) deliver at least four (4) Business Days prior to the Closing Date information and documentation related to the Company and its Subsidiaries required and reasonably requested in writing by Parent or Merger Sub at least eight (8) Business Days prior to the Closing Date with respect to compliance under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (b) The cooperation and other obligations contemplated by Section 6.18(a) shall not (A) require any action that would (or would reasonably be expected to) cause any condition of the Company to Closing to fail to be satisfied, (B) require the Company or any of its Subsidiaries or their respective Representatives to (i) other than with respect to the authorization letter contemplated by Section 6.18(a)(iii), execute, deliver, enter into, approve or perform any agreement, commitment, document, certificate or instrument, or modification of any agreement, commitment, document, certificate or instrument or incur any other actual or potential liability or obligation relating to the Debt Financing, in each case, that becomes effective prior to the Closing, (ii) deliver or cause the delivery of any legal opinions or reliance letters or any certificate as to solvency or any other certificate in connection with the Debt Financing, excluding any customary authorization letters contemplated by Section 6.18(a)(iii) (provided, that such customary authorization letters (or the bank information memoranda in which such letters are included) shall include language that exculpates the Company and each of its Subsidiaries and each of their respective Representatives to provide, such cooperation as may be reasonably requested by Newmont and Affiliates from any liability in connection with the borrowing unauthorized use by the recipients thereof of the information set forth in any such bank confidential information memoranda or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations similar memoranda or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required report distributed in connection with any Debt Financing, (ii) direct their respective independent accountants to provide customary and reasonable assistance in connection with any Debt Financing, including in connection with providing customary comfort letters and consentstherewith), (iii) obtain customary payoff lettersadopt any resolutions, releases execute any consents or otherwise take any corporate or similar action or deliver any certificate, in connection to the Debt Financing or the incurrence of liens and indebtedness thereby, in each case, that becomes effective prior to the Closing or (iv) pay any commitment or other instruments similar fee, incur or reimburse any costs or expenses or incur any liability or obligation of termination any kind or discharge reasonably requested by Newmont give any indemnities prior to the Closing in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by Newmont, its Subsidiaries or Affiliates with the current lenders, noteholders or other providers of existing indebtedness to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary other than any payment or appropriate waivers reimbursement of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable incidental out-of-pocket costs and expenses that are subject to reimbursement by Parent or expenses incurred by Goldcorp Merger Sub, (C) require the Company or any of its Subsidiaries or their respective Affiliates and Representatives to deliver any certificate or take any action pursuant to Section 6.18(a) if doing so could reasonably be expected to result in liability to the Company or such Subsidiary, Affiliate or Representative, (D) require the Company or any of its Subsidiaries to provide, or cause to be provided, any information the disclosure of which is prohibited or restricted under applicable Law or any binding agreement with a third party that is not entered into for the purpose of evading this covenant or is legally privileged or consists of attorney work product or could reasonably be expected to result in the loss of any attorney-client privilege, (E) require the Company or any of its Subsidiaries to take any action that will conflict with or violate any applicable Laws or result in a violation or breach of, or default under, any agreements to which the Company or any of its Subsidiaries is a party (other than any agreement entered into for the purpose of evading this covenant), (F) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to Subsidiaries, or (G) require the extent the information requested was preparation or delivery of any financial statements or other financial data that are not otherwise prepared or available in the ordinary course of businessits financial reporting practice, in each case, except as contemplated by Section 6.18(a)(ii); it being understood and agreed that under no circumstances shall the Company and its Subsidiaries be required to provide projections, estimates or pro forma financial information, including any pro forma cost savings, synergies, capitalization or other pro forma adjustments to be incorporated into any pro forma financial information, all of which shall be the responsibility of Parent and Merger Sub. (bc) Prior to Without limitation of any other provision of this Agreement, neither the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or Company nor any of its subsidiaries are a party: (ii) would reasonably be expected Affiliates or Subsidiaries shall have any liability to impair Parent or prevent the satisfaction Merger Sub in respect of any condition in Article 6 hereof; financial statements, other financial information or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment data or other similar fee information, solely by virtue of providing such information pursuant to this Section 6.18. All non-public or make other confidential information provided by the Company to Parent or its Affiliates pursuant to this Section 6.18 shall be kept confidential in accordance with the Confidentiality Agreement; provided, that, notwithstanding any other payment of the foregoing, Parent and its Affiliates and the Debt Financing Sources may disclose any such non-public or incur any other liability or provide or agree to provide any indemnity otherwise confidential information in connection with any the syndication of the Debt Financing, subject to customary confidentiality undertakings consistent with the Debt Commitment Letter or otherwise as is customary in the syndication practices of the Debt Financing Sources by recipients of such non-public or their performance of their respective otherwise confidential information. (d) Parent shall, following request by the Company, reimburse the Company for any reasonable and documented out-of-pocket expenses and costs (including reasonable and documented out-of-pocket outside attorneys’ fees and disbursements) incurred in connection with the Company’s or its Affiliates’ or Representatives’ obligations under this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp 6.18 and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and the Company, its Subsidiaries Affiliates and their respective Representatives from and against any and all losses, damages, claims, costs (including cost of investigation), settlement payments, injuries, liabilities, judgments, awards, penalties, fines or expenses (including reasonable and documented out-of-pocket attorneys’ fees and disbursements) suffered or incurred by any of them as a result of, or in connection with, (1) such cooperation, (2) the Debt Financing, (3) any information used in connection with any the Debt Financing that was not provided by, or on behalf of, the Company or any of its Affiliates or that was not included in, or discernable from, public filings by the Company or any of its Affiliates and (4) any action taken by any of them at the performance request of Parent or Merger Sub pursuant to this Section 6.18 or otherwise in accordance with this Section 6.18, except, in each case, to the extent such losses, damages, claims, costs (including cost of investigation), settlement payments, injuries, liabilities, judgments, awards, penalties, fines, or expenses (including outside attorneys’ fees and disbursements) arose from the gross negligence, fraud or willful misconduct by the Company, its Affiliates or any of their respective obligations under this Section 5.13 and any information utilized Representatives, as determined in connection therewith (other than arising from a final, non-appealable judgment of a court of competent jurisdiction or the inaccuracy of information provided by Goldcorp by, or on behalf of, the Company or any of its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries Affiliates in connection with any the Debt Financing; provided, that any request for reimbursement be made before the twentieth (20th) day of any month and payment will be made on the final day of such logos are used solely month. Any lender presentations or bank memoranda prepared by, or on behalf of or utilized by Parent, Merger Sub or their Affiliates, or Parent’s or Merger Sub’s Debt Financing Sources, in connection with Guarantor’s financing activities in connection with the Contemplated Transactions, which include any information provided by the Company or any of its Affiliates or Representatives shall include a manner conspicuous disclaimer to the effect that is not intended to or reasonably likely to harm or disparage Goldcorp none of the Company or any of its Subsidiaries or the reputation or goodwill of Goldcorp their respective Affiliates or any of their or their Affiliates’ respective Representatives nor any employees thereof have any responsibility or liability for the content of such document and disclaim all responsibility therefor, including any unauthorized use by the recipients thereof of the information set forth in such document. Any use of the Company’s and its Subsidiaries’ logos in connection with the Debt Financing shall require the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). (ce) Newmont acknowledges and agrees that Notwithstanding anything herein to the consummation contrary, the condition set forth in Section 7.3(b), as it applies in respect of the transactions Company’s obligations under this Section 6.18, shall be deemed satisfied unless the Company has breached its obligations under this Section 6.18 and such breach resulted in Parent not being able to obtain the Debt Financing contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont any of the proceeds of, the Debt FinancingCommitment Letters.

Financing Cooperation. (a) Goldcorp agrees The Company shall use its reasonable best efforts, and shall cause its Subsidiaries to use commercially reasonable efforts to providebest efforts, and to cause each of its Subsidiaries and each of them shall use their reasonable best efforts to cause their respective Subsidiaries and Representatives to provideuse their reasonable best efforts, to provide customary cooperation, to the extent reasonably requested by Parent necessary for the arrangement, consummation or issuance, as applicable, of the Debt Financing, Preferred Equity Financing or any Alternative Financing obtained in accordance with Section 5.11 (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Affiliates), including by: (i) furnishing to Parent and the Financing Entities promptly (and in no event later than the Closing Date) the Financing Information and using reasonable best efforts to furnish to Parent and the Financing Entities such other financial and other pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested in writing by Newmont in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financing, Parent; (ii) direct their respective independent accountants using reasonable best efforts to provide customary assistance to Parent in the preparation of customary disclosure documents related to the Debt Financing and reasonable assistance in connection with any Debt the Preferred Equity Financing, including in connection with providing customary comfort letters and consents, ; (iii) obtain customary payoff lettersusing reasonable best efforts to make appropriate members of senior management of the Company available at reasonable and mutually agreed times and locations and upon reasonable prior notice, releases to participate in a reasonable number of liens meetings with providers of the Debt Financing and/or the Preferred Equity Financing, drafting sessions, presentations and other instruments of termination due diligence sessions, which meetings or discharge reasonably requested by Newmont in connection with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements communications shall be contingent on the completion of the Arrangement) and conducted virtually by videoconference or other media unless otherwise agreed; (iv) authorize and facilitate discussionsproviding, meetings at least three (3) Business Days before the Closing Date, all documentation and other engagement information required by Newmontbank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, its Subsidiaries or Affiliates with including the current lendersUSA PATRIOT Act and 31 C.F.R. §1010.230, noteholders or other providers of existing indebtedness relating to Goldcorp the Company or any of its Subsidiaries including, if the Company or any of its Subsidiaries qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certificate (each as defined in the Debt Commitment Letter), in each case as reasonably requested in writing by Parent at least ten (10) Business Days prior to the Closing Date; (v) using reasonable best efforts to cooperate with due diligence of the Financing Entities, to the extent customary and reasonable; (vi) using reasonable best efforts to assist in the negotiation of (including by providing information for the purpose completion of obtaining any schedules thereto) and facilitate the execution and delivery of, definitive financing agreements, corporate authorizations and other customary certificates (including a certificate of the Chief Financial Officer of or person performing similar functions for the Company with respect to solvency matters substantially in the form of Annex I to Exhibit C to the Debt Commitment Letter and Annex I to Exhibit C to the Preferred Equity Commitment Letter) as may be reasonably requested in writing by Parent; provided that such documents shall be effective no earlier than as of the Closing; (vii) using reasonable best efforts to provide customary assistance to Parent in connection with the preparation of customary pro forma financial statements as of, and for the most recent twelve-month period ending on, the latest balance sheet date included in the Financing Information; provided that (x) Parent shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments giving effect to the transactions contemplated by this Agreement and (y) the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records; and (viii) using reasonable best efforts to provide customary assistance with respect to the granting of security interests in collateral no earlier than the Closing for the Debt Financing, including by necessary or appropriate waivers executing and delivering any customary guarantee, pledge and security documents; provided that such documents shall be effective no earlier than as of the Confidentiality Agreement to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of businessClosing. (b) Prior to the Effective DateThe foregoing and Section 5.13 notwithstanding, none of Goldcorp, the Company nor any of its Subsidiaries or its or their respective Representatives Affiliates shall be required to take or permit the taking of any action thatpursuant to this Section 5.12 or Section 5.13 that would: (i) would contravene any applicable Law require the Company or its Subsidiaries or any of their respective Affiliates or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of the Debt/Preferred Financing or any Alternative Financing or any of the transactions contemplated by Section 5.13 or enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement that relates would be effective prior to, the occurrence of the Closing; provided that officers and directors who will not hold their offices or directorships from and after the Closing Date shall in any case not be required to borrowed money execute any certification, document, instrument, or agreement, pass resolutions or consents, or take any other action contemplated by this clause (i), and to which Goldcorp the extent such persons are requested to take any such actions, shall only be required to take such actions in their continuing post-Closing capacities, (ii) cause any representation or warranty in this Agreement to be breached by the Company or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or Affiliates, (iii) would subject such Person to actual require the Company or potential liability, to bear any cost or expense or of its Affiliates to pay any commitment or other similar fee or make any other payment or incur any other expense or liability or provide or agree to provide any indemnity in connection with any Debt the Financing or their performance of their respective obligations under this any other transaction contemplated by Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp and its Subsidiaries, prior to the extent such liability, cost, expense Closing or indemnity is conditional upon the occurrence have any obligation of the Effective Time). Newmont shall indemnify and hold harmless Goldcorp and its Subsidiaries and their respective Representatives from and against any and all costs suffered or incurred by them in connection with any Debt Financing and the performance of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents to the use of the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp Company or any of its Subsidiaries Affiliates under any agreement, certificate, document or instrument be effective until the reputation Closing, (iv) reasonably be expected to cause any director, officer, employee or goodwill stockholder of Goldcorp the Company or any of its Subsidiaries. Affiliates to incur any personal liability, (cv) Newmont acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation reasonably be expected to conflict with any Laws, (vi) reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any material Contract to which the receipt by Newmont Company or any of its Affiliates is a party (and not entered into in contemplation hereof), (vii) provide access to or disclose information that the Company or any of its Affiliates determines would jeopardize any attorney-client privilege or other applicable privilege or protection of the proceeds ofCompany or any of its Affiliates if the Company shall have used its reasonable best efforts to disclose such information in a way that would not waive such privilege, (viii) require the Debt Financing.delivery of any opinion of counsel, or (ix) require the Company to prepare or provide (A) any financial statements or information (other than the Financing Information) that is or are not available to it and prepared in the ordinary course of business or in its financial reporting practice, (B) any pro forma financial information, pro forma financial statements or projections, (C) any financial information with respect to a fiscal period that has not yet ended or (D) information not reasonably available to the Company and its Subsidiaries under their respective current reporting systems. Nothing contained in this

Financing Cooperation. (a) Goldcorp agrees Prior to the Closing, the Company shall use commercially reasonable efforts, and shall cause its Subsidiaries and shall use commercially reasonable efforts to provide, and to cause each of its Subsidiaries and each of their respective Representatives to provideuse commercially reasonable efforts, at Parent’s sole cost and expense, provide to Parent and its Subsidiaries all cooperation reasonably requested by Parent that is necessary in connection with the arrangement and consummation of Debt Financing to the extent not unreasonably interfering with the business of the Company or any of its Subsidiaries, which cooperation may include (i) upon reasonable advance notice and during normal business hours of the Company, causing the appropriate senior officers of the Company to participate in a reasonable number of lender meetings, lender presentations and due diligence sessions and sessions with rating agencies at locations and times to be mutually agreed (which meetings, presentations and sessions may be conducted by teleconference or virtual meeting platforms); (ii) providing reasonable assistance with the preparation of customary materials for rating agency presentations, customary bank information memoranda prospectuses or offering memoranda and similar documents as such cooperation materials pertain to the business or assets of the Company that are customarily required in connection with obtaining the Debt Financing; (iii) furnishing Parent at least two Business Days prior to the Closing Date with such documentation and other information reasonably requested by Parent at least ten Business Days prior to the Closing Date to the extent required by governmental authorities under applicable “know your customer” and anti-money laundering rules and regulations as a condition to the Debt Financing; (iv) providing such pertinent and customary financial and operating information regarding the Company as may be reasonably requested by Newmont Parent in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction Debt Financing; and (including, without limitation, any exchange offers, consent solicitations or tender offersv) providing customary authorization and representation letters to the Debt Financing Sources with respect to debt existing on marketing materials from a senior officer of the date hereof Company; provided that (I) the Company shall only be obligated to deliver financial or operating information under this Section 5.8 to the extent such information may be obtained from the books and records of Goldcorp the Company and (II) the Company shall not be obligated to furnish any Excluded Information. (b) Notwithstanding anything to the contrary in the foregoing, nothing in this Section 5.8 shall (i) require the Company to waive or amend any terms of this Agreement or require the Company or any of its Affiliates or its Subsidiaries or their representatives (collectivelyeach, a “Debt FinancingCompany Party”), including, without limitation to, upon reasonable notice: ) to incur any liability (iother than liabilities that are reimbursable or indemnified hereunder) provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and analysis and other customary financial data and information (including diligence materials) reasonably required in connection with any Debt Financingprior to the Effective Time, (ii) direct their respective independent accountants require any Company Party to provide customary and reasonable assistance agree to make any payment (including any commitment or other fee or any expense reimbursement) in connection with any the Debt Financing, including except those that will be made only after the Closing in connection with providing customary comfort letters the case of the Company and consentsits Subsidiaries, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection unreasonably interfere with the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness ongoing business or operations of any such arrangements shall be contingent on the completion of the Arrangement) and Company Party, (iv) authorize and facilitate discussionsrequire any Company Party to take any action that could or could reasonably be expected to (1) jeopardize any attorney-client or other applicable legal privilege or protection, meetings and other engagement as determined by Newmontthe applicable Company Party in good faith, (2) violate its Subsidiaries respective certificates of incorporation or Affiliates bylaws (or comparable documents), (3) violate any applicable Law in any material respect, or (4) be in conflict with the current lendersterms of this Agreement, noteholders (v) require any Company Party to enter into or approve any Debt Financing Agreement or other providers of existing indebtedness definitive agreement or document related to Goldcorp or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary other than any customary authorization letter or appropriate waivers any “know-your-customer” information, prior to the Effective Time, (vi) result in any significant interference with the prompt and timely discharge of the Confidentiality Agreement duties of any director, manager, officer, general or limited partner, employee, counsel, financial advisor, auditor, agent or other authorized representative of any Company Party, (vii) result in any Company Party incurring any personal liability with respect to permit such activities. Newmont shall any matters relating to the Debt Financing, and (viii) require any Company Party to prepare or deliver (1) any pro forma financial projections or other prospective information or any information regarding any post-Closing or pro forma cost savings, synergies or other pro forma adjustments; (2) any description of all or any portion of the Debt Financing or other information customarily provided by financing sources or their counsel; (3) risk factors relating to all or any component of the Debt Financing; (4) “segment” financial information; or (5) other information required by Rules 3-09, 3-10, 3-16, 13-01 or 13-02 of Regulation S-X under the Securities Act, any Compensation Discussion and Analysis or other information with respect to a business to be acquired required by Item 402 of Regulation S-K under the Securities Act (collectively, the “Excluded Information”). (c) Parent shall, promptly upon request by the Company, reimburse Goldcorp the Company for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of Goldcorp, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp Company or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity Subsidiaries and their Representatives in connection with such cooperation at the request of Parent (other than, in each case, any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized costs incurred in connection therewith (exceptwith the preparation, in review and audit of historical financial information and the case of this paragraph (iii) in respect of Goldcorp XRL-1 Payoff Letter and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Timeany other payoff letters). Newmont shall Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless Goldcorp and the Company, its Subsidiaries Affiliates and their respective Representatives from and against any and all costs liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by them in connection with any the Debt Financing and Financing, except if such liabilities or other losses are the performance result of their respective obligations under this Section 5.13 and any information utilized in connection therewith (other than arising from information provided by Goldcorp the fraud, gross negligence or its Subsidiaries specifically for use in willful misconduct of the Financing pursuant to Section 5.13)Company Parties. Goldcorp The Company hereby consents to the use of the its logos of Goldcorp or its Subsidiaries in connection with any the Debt FinancingFinancing in an ordinary and customary manner; provided, however, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp the Company or any of its Subsidiaries or the reputation or goodwill of Goldcorp the Company or any of its SubsidiariesSubsidiaries or any of their respective Intellectual Property rights. (cd) Newmont All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent, Merger Sub or any of their respective Representatives pursuant to this Section 5.8 shall be kept confidential in accordance with the Confidentiality Agreement, it being understood and agreed that disclosure to the Debt Financing Sources shall be permitted. (e) Notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub each expressly acknowledges and agrees that neither the consummation availability, the terms nor the obtaining of any Debt Financing is in any manner a condition to the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement is not conditioned upon the consummation of, or the receipt by Newmont of the proceeds of, the Debt FinancingAgreement.

Financing Cooperation. (a) Goldcorp agrees Subject to Sections 5.10(b) and 5.10(c), the Company shall, and shall cause its Subsidiaries to, and shall use commercially its reasonable best efforts to providecause the Company Representatives to, in each case at Parent’s sole expense and provided that such efforts do not interfere unreasonably with the business or operations of the Company and its Subsidiaries, use its good faith efforts to: (i) furnish Parent, reasonably promptly after Parent’s request for specified items, all financial statements, financial data and other information reasonably available to the Company relating to the Company and its Subsidiaries of the type required by Regulation S-X and Regulation S-K promulgated under the Securities Act to be included for registered public offering of debt securities, and to cause each of its Subsidiaries the type and each of their respective Representatives to provideform customarily included in offering documents used in private placements under Rule 144A promulgated under the Securities Act, such cooperation as may be reasonably requested by Newmont Parent in connection with such financing; (ii) cause the independent accountants of the Company and its Subsidiaries to timely deliver their consent to Parent’s inclusion of such accountants’ report on the Company’s audited financial statements and notes and schedules thereto included in any registration statement or offering memorandum for any such financing, and in connection therewith furnish such accountants such information and representation letters as are customarily required in connection with the borrowing or an issuance of debt by Newmont and/or any liability management transaction such auditors’ consent; (including, without limitation, any exchange offers, consent solicitations or tender offersiii) to cause the independent accountants of the Company and its Subsidiaries to timely issue a “comfort” and “bring down comfort” letter with respect to debt existing on the date hereof of Goldcorp or its Subsidiaries (collectivelyfinancial information provided by the Company pursuant to Section 5.10(a)(i) in accordance with and to the extent provided by the rules and guidelines as set forth in AU Section 634, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) provide assistance with any discussions of and/or furnishLetters for Underwriters and Certain Other Requesting Parties, as applicableadopted by the Public Company Accounting Oversight Board, and in connection therewith furnish such business, financial statements, pro forma financials, projections, management discussion accountants such information and analysis and other customary financial data and information (including diligence materials) reasonably representation letters as are customarily required in connection with the issuance of such “comfort” and “bring down comfort” letters; (iv) provide Parent with such financial and other data reasonably available to the Company concerning the Company and its Subsidiaries as Parent reasonably requests as being necessary for Parent’s preparation of pro forma financial statements and Parent’s offering document for any Debt Financing, such financing reasonably promptly after Parent’s request therefor; (iiv) direct their respective independent accountants to provide customary and reasonable assistance participate as reasonably requested by Parent in due diligence meetings in connection with any Debt Financing, including such financing in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Newmont in connection with order to respond to questions concerning the repayment of debt of Goldcorp and its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other engagement by NewmontCompany, its Subsidiaries and the information provided by the Company pursuant to Section 5.10(a)(i); and (vi) update the information provided by the Company pursuant to Section 5.10(a)(i)reasonably promptly after Parent’s request for such update as necessary so that such information does not contain any untrue statement of material fact or Affiliates with omit to state any material fact necessary in order to make the current lendersstatements contained therein not misleading. Except for the information provided pursuant to Section 5.10(a)(i)-(vi), noteholders neither the Company, any Subsidiary of the Company nor any officer, director or other providers employee of existing indebtedness to Goldcorp the Company or any Subsidiary of its Subsidiaries for the purpose of obtaining Debt FinancingCompany shall be required by this Section 5.10 to (A) prepare any disclosure or marketing documents or materials intended to be given to prospective or actual lenders or investors, (B) participate in any marketing efforts by Parent, including by necessary any road show presentations, or appropriate waivers of the Confidentiality Agreement (C) execute any registration statement or otherwise assume liability or responsibility with respect to permit such activities. Newmont shall reimburse Goldcorp for all reasonable out-of-pocket costs or expenses incurred by Goldcorp and its Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of businessParent’s offering. (b) Prior Parent acknowledges and agrees that the Company (prior to the Effective Date, none of Goldcorp, Time) and its Subsidiaries or its or their respective and the Company Representatives shall be required to take not have any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which Goldcorp or any of its subsidiaries are a party: (ii) would reasonably be expected to impair or prevent the satisfaction of any condition in Article 6 hereof; or (iii) would subject such Person to actual or potential liabilityresponsibility for, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability to any person under, any financing that Parent may raise or provide or agree seek to provide any indemnity raise in connection with the transactions contemplated by this Agreement or any Debt Financing or their performance of their respective obligations under cooperation provided pursuant to this Section 5.13 or any information utilized in connection therewith (except, in the case of this paragraph (iii) in respect of Goldcorp 5.10 and its Subsidiaries, to the extent such liability, cost, expense or indemnity is conditional upon the occurrence of the Effective Time). Newmont that Parent and Merger Sub shall indemnify and hold harmless Goldcorp and the Company, its Subsidiaries and their respective the Company Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of any Debt Financing and the performance of their respective obligations under this Section 5.13 financing Parent elects to seek and any information utilized in connection therewith except for: (i) as to financial statements or other than arising from information appearing in a Company SEC Document, any incorrectness or omission that renders the SEC Document materially false or materially misleading or (ii) as to information provided by Goldcorp or its Subsidiaries specifically for use in the Financing pursuant to Section 5.13). Goldcorp hereby consents 5.10(a)(i) other than financial statements or other information appearing in a Company SEC Document, such information was materially false or misleading when provided and such falsity or misleading character was known to the use of Company or resulted from the logos of Goldcorp or its Subsidiaries in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Goldcorp or any of its Subsidiaries or the reputation or goodwill of Goldcorp or any of its SubsidiariesCompany’s gross negligence. (c) Newmont acknowledges Notwithstanding anything contained in this Agreement, Parent and agrees Merger Sub expressly acknowledge and agree that the consummation of the transactions contemplated by this Agreement is their obligations hereunder are not conditioned in any manner upon the consummation of, Parent or the receipt by Newmont Merger Sub or any affiliate of the proceeds of, the Debt Financingeither obtaining any financing. In no event will any noncompliance with this Section 5.10 constitute a closing condition under Section 6.2(b) or give right to a right of termination under Section 7.1(f)(y) unless such noncompliance is knowing and intentional.