Common use of Acceptance and Termination Clause in Contracts

Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on May 25June 7, 2023. Each Commitment Party’s commitment hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the Closing Date does not occur on or before July 24, 2023 (the “Outside Date”), then this Commitment Letter and each Commitment Party’s commitment hereunder (including its commitments with respect to any Remaining Commitments and any Extended Term Loan Commitments), and our agreements to perform the services described herein, shall automatically terminate with respect to the Term Facility (and, if applicable, with respect to the Remaining Commitments and the Extended Term Loan Commitments) without further action or notice and without further obligation to you unless we shall, in our discretion, agree to an extension. In the event that Term Loans are funded on the Closing Date in a principal amount equal to or greater than the Minimum Funding Amount but less than $665.0 million, the portion of the Commitments (other than the Extended Term Loan Commitments, which shall stay outstanding to the extent the Closing Date occurs, to the date specified in Section 1) not so funded shall remain outstanding until 5:00 p.m., New York City time, on the Outside Date, the funding of which shall be subject only to the conditions to the incurrence thereof to be set forth in the Term Facility Documentation (as defined in the Term Facility Term Sheet) (the portion of the Commitments (other than the Extended Term Loan Commitments) not so funded on the Closing Date, the “Remaining Commitments”). Transaction Description1 It is intended that: 1. the SPV Borrower will obtain the senior secured term loan facility described in the Term Facility Term Sheet in an aggregate principal amount of up to $665.0 million (the “Term Facility” and the term loans thereunder, as increased by the funding of Incremental Facilities (as defined in Exhibit B), if any, on the same terms, the “Term Loans”); 2. substantially concurrently with the making of the Term Loans, the SPV Borrower, in its capacity as lender under the New Pari 1L Refinancing Loans, will make new loans, that are pari passu in right of payment and with respect to security to the obligations under the Existing Credit Agreement (as defined in the Term Facility Term Sheet), with 100% of the net proceeds of the Term Loans to Sabre GLBL Inc. (the “New Pari 1L Borrower”) as described in the New Pari 1L Term Sheet (the “New Pari 1L Refinancing Loans”); and

Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 11:59 5:00 p.m., New York City time, on May 25June 7March 13, 20232016. Each Commitment Party’s commitment The Initial Lenders’ commitments hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that (i) the Closing Date does not occur on or before July 24the Outside Date (as defined in the Merger Agreement on the date hereof, 2023 as such date may be extended pursuant to the first proviso to Section 7.01(b)(i) of the Merger Agreement in effect on the date hereof (but in any event not extended pursuant to such proviso later than August 4, 2016), (ii) the “Outside Date”)Merger Agreement is validly terminated in accordance with its terms without the consummation of the Merger having occurred or (iii) the closing of the Merger (x) in the case of the Senior Facility, without entering into the Senior Facility or (y) in the case of the Senior Secured Bridge Facility, without the use of the Senior Secured Bridge Facility, then this Commitment Letter and each Commitment Party’s commitment hereunder (including its the Initial Lenders’ commitments with respect to any Remaining Commitments and any Extended Term Loan Commitments)hereunder, and our agreements to perform the services described herein, shall automatically terminate with respect to the Term Facility (and, if applicable, with respect to the Remaining Commitments and the Extended Term Loan Commitments) without further action or notice and without further obligation to you unless we shall, in our discretion, agree to an extension. In We are pleased to have been given the event that Term Loans are funded on opportunity to assist you in connection with the Closing Date in a principal amount equal financing for the Merger. Very truly yours, BARCLAYS BANK PLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director ROYAL BANK OF CANADA By: /s/ Xxxxx X. Xxxxx Name: XXXXX X. XXXXX Title: MANAGING DIRECTOR HEAD OF GLOBAL LEVERAGED FINANCE By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director Accepted and agreed to or greater than the Minimum Funding Amount but less than $665.0 million, the portion as of the Commitments date first above written: By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President Transaction Description2 Holdings and Merger Sub intend to enter into the Merger Agreement with the Target. Holdings will be controlled by investment funds, or affiliates of investment funds, advised, managed or controlled by Apollo Global Management, LLC or its affiliates (other than the Extended Term Loan Commitments, which shall stay outstanding to the extent the Closing Date occurs, to the date specified in Section 1) not so funded shall remain outstanding until 5:00 p.m., New York City time, on the Outside Date, the funding of which shall be subject only to the conditions to the incurrence thereof to be set forth in the Term Facility Documentation (as defined in the Term Facility Term Sheet) (the portion of the Commitments (other than the Extended Term Loan Commitments) not so funded on the Closing Datecollectively, the “Remaining CommitmentsSponsor”). Transaction Description1 It is intended that: 1. ) and, at the SPV Borrower will obtain the senior secured term loan facility described in the Term Facility Term Sheet in an aggregate principal amount of up to $665.0 million (the “Term Facility” and the term loans thereunderSponsor’s election, as increased certain co-investors arranged or designated by the funding of Incremental Facilities Sponsor (as defined in Exhibit B), if any, on collectively with the same termsSponsor, the “Term LoansInvestors”); 2. substantially concurrently with the making of the Term Loans, the SPV Borrower, in its capacity as lender under the New Pari 1L Refinancing Loans, will make new loans, that are pari passu in right of payment and with respect to security to the obligations under the Existing Credit Agreement (as defined in the Term Facility Term Sheet), with 100% of the net proceeds of the Term Loans to Sabre GLBL Inc. (the “New Pari 1L Borrower”) as described in the New Pari 1L Term Sheet (the “New Pari 1L Refinancing Loans”); and.

Acceptance and Termination. If This Agreement will become effective when accepted by METRO as evidenced by signature of any duly authorized officer of METRO, shall continue for a term of thirty (30) days hereafter (the foregoing correctly sets forth our agreement with you"Initial Term"), please indicate your acceptance and shall be automatically renewed thereafter for successive periods of thirty (30) days (the "Renewal Term") unless terminated as provided herein. CLIENT and METRO shall have the right to terminate this Agreement at the end of the terms Initial Term or at the end of any Renewal Term by giving the other ten (10) days prior written notice of such termination. Notwithstanding such notice, CLIENT shall have no right to terminate this Agreement until all obligations (direct or contingent) owing by CLIENT to METRO hereunder or otherwise shall have been paid in full, whether or not such obligations are due or are to become due in the future. Upon the occurrence of an EVENT OF DEFAULT, METRO may at METRO'S election consider such occurrence an anticipatory repudiation of this Commitment Letter Agreement and/or immediately terminate this Agreement as to future transactions without notice. No termination of this Agreement shall in any way affect or impair any right of METRO arising prior thereto or by reason thereof, nor shall any such termination relieve CLIENT or any of its guarantors of any obligation to METRO under this Agreement or otherwise until all of said obligations fully paid and performed, nor shall any such termination affect any right or remedy of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on May 25June 7, 2023. Each Commitment Party’s commitment hereunderMETRO arising from any such obligation, and our agreements to perform the services described hereinall agreements, will expire automatically warranties, representations, and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentencecovenants of CLIENT OR its guarantors shall survive termination. In the event that CLIENT shall have breached any provision of this Agreement or if notice of termination is given by either party, the Closing Date does not occur on or before July 24, 2023 (the “Outside Date”), then this Commitment Letter and each Commitment Party’s commitment hereunder (including its commitments with respect to any Remaining Commitments RESERVE FUND and any Extended Term Loan Commitments), other balances or credits otherwise due by METRO to CLIENT may be retained and our agreements applied by METRO from time to perform the services described herein, shall automatically terminate with respect to the Term Facility (and, if applicable, with respect to the Remaining Commitments time upon any indebtedness then or thereafter due from CLIENT and the Extended Term Loan Commitments) without further action RESERVE FUND may at METRO'S discretion upon such breach or notice and without further obligation to you unless we shallof termination, in our discretion, agree be increased to an extension. In the event that Term Loans are funded on the Closing Date in a principal amount equal to or greater than the Minimum Funding Amount but less than $665.0 million, the portion of the Commitments (other than the Extended Term Loan Commitments, which shall stay outstanding to the extent the Closing Date occurs, to the date specified in Section 1) not so funded shall remain outstanding until 5:00 p.m., New York City time, on the Outside Date, the funding of which shall be subject only to the conditions to the incurrence thereof to be set forth in the Term Facility Documentation (as defined in the Term Facility Term Sheet) (the portion of the Commitments (other than the Extended Term Loan Commitments) not so funded on the Closing Date, the “Remaining Commitments”). Transaction Description1 It is intended that: 1. the SPV Borrower will obtain the senior secured term loan facility described in the Term Facility Term Sheet in an aggregate principal then total unpaid face amount of up all BILLS purchased by METRO hereunder and other present or potential indebtedness of CLIENT to $665.0 million (the “Term Facility” and the term loans thereunderMETRO, as increased by the funding of Incremental Facilities (as defined in Exhibit B), if any, on the same terms, the “Term Loans”); 2. substantially concurrently with the making of the Term Loans, the SPV Borrower, in its capacity as lender under the New Pari 1L Refinancing Loans, will make new loans, that are pari passu in right of payment and with respect to security to the obligations under the Existing Credit Agreement (as defined in the Term Facility Term Sheet), with 100% of the net proceeds of the Term Loans to Sabre GLBL Inc. (the “New Pari 1L Borrower”) as described in the New Pari 1L Term Sheet (the “New Pari 1L Refinancing Loans”); andwhether matured or INITIALS:

Acceptance and Termination. If This Commitment Letter will be of no force and effect unless executed by each Commitment Party and a counterpart hereof is accepted and agreed to by the foregoing correctly sets forth our agreement Company and, as so accepted and agreed to, received by Bank of America by 11:59 p.m. (Central time) on June 9, 2017, together with youthe Fee Letters as duly authorized, please indicate your acceptance executed and delivered by the Company, provided that the Lead Arranger Fee Letter shall only be delivered to BofA and the Regions Fee Letter shall only be delivered to Regions. The commitment of each Commitment Party under this Commitment Letter, if accepted and agreed to by the Company as provided in the immediately preceding sentence, will terminate (unless the Closing Date occurs on or prior thereto) upon the earliest of (i) 5:00 p.m. on July 31, 2017 (the “Stated Commitment Termination Date”); provided that upon the written request of the Company to the Commitment Parties made prior to the occurrence of the Stated Commitment Termination Date (which written request may only be made once), the Stated Commitment Termination Date may, at the sole discretion of the Company (but subject to the terms and conditions set forth in this Commitment Letter and the Fee Letters), be extended to a time not later than 5:00 p.m. on October 31, 2017 (such later time, the “Extended Commitment Termination Date”), (ii) the closing of the Acquisition without the closing of the Credit Facility, or (iii) after delivery of a fully executed and effective Acquisition Agreement, the termination or expiration of the Acquisition Agreement; provided that the termination of any commitment or this Commitment Letter pursuant to this sentence does not prejudice your rights and remedies in respect of any breach of this Commitment Letter that occurred prior to any such termination. If the Company accepts and agrees to the foregoing, please so indicate by executing and returning the enclosed copy of this letter to Bank of America, together with the Fee Letter by returning Letters. We look forward to us executed counterparts hereof and of the Fee Letter not later than 11:59 p.m.continuing to work with you to complete this transaction. Very truly yours, New York City time, on May 25June 7, 2023. Each Commitment Party’s commitment hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the Closing Date does not occur on or before July 24, 2023 (the “Outside Date”), then this Commitment Letter and each Commitment Party’s commitment hereunder (including its commitments with respect to any Remaining Commitments and any Extended Term Loan Commitments), and our agreements to perform the services described herein, shall automatically terminate with respect to the Term Facility (and, if applicable, with respect to the Remaining Commitments and the Extended Term Loan Commitments) without further action or notice and without further obligation to you unless we shall, in our discretion, agree to an extension. In the event that Term Loans are funded on the Closing Date in a principal amount equal to or greater than the Minimum Funding Amount but less than $665.0 million, the portion of the Commitments (other than the Extended Term Loan Commitments, which shall stay outstanding to the extent the Closing Date occurs, to the date specified in Section 1) not so funded shall remain outstanding until 5:00 p.m., New York City time, on the Outside Date, the funding of which shall be subject only to the conditions to the incurrence thereof to be set forth in the Term Facility Documentation (as defined in the Term Facility Term Sheet) (the portion of the Commitments (other than the Extended Term Loan Commitments) not so funded on the Closing Date, the “Remaining Commitments”). Transaction Description1 It is intended that: 1. the SPV Borrower will obtain the senior secured term loan facility described in the Term Facility Term Sheet in an aggregate principal amount of up to $665.0 million (the “Term Facility” and the term loans thereunder, as increased by the funding of Incremental Facilities (as defined in Exhibit B), if any, on the same terms, the “Term Loans”); 2. substantially concurrently with the making of the Term Loans, the SPV Borrower, in its capacity as lender under the New Pari 1L Refinancing Loans, will make new loans, that are pari passu in right of payment and with respect to security to the obligations under the Existing Credit Agreement (as defined in the Term Facility Term Sheet), with 100% of the net proceeds of the Term Loans to Sabre GLBL Inc. (the “New Pari 1L Borrower”) as described in the New Pari 1L Term Sheet (the “New Pari 1L Refinancing Loans”); andBy: /s/ Axxx Xxxx Name: Axxx Xxxx Title: Managing Director By: /s/ Axxx Xxxx Name: Axxx Xxxx Title: Managing Director

Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please (x) indicate your acceptance of the terms of this Commitment Letter and of the DIP Agent Fee Letter by returning to us executed counterparts hereof and of the DIP Agent Fee Letter and (y) pay to the DIP Lenders or cause to be paid to the DIP Lenders in cash the Upfront Fee (as such term is defined in the Term Sheet) in a total aggregate amount equal to $20,000,000, which shall be fully earned, due, non refundable and payable to the DIP Lenders by the Borrower, in each case of clauses (x) and (y), by not later than 11:59 6:00 p.m., New York City time, on May 25June 7August 11, 20232020. Each Commitment Party’s commitment Our commitments hereunder, and our agreements agreements, if any, to perform the services services, if any, described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts counterparts, the Upfront Fee in accordance with the immediately preceding sentence. In the event that the Closing Date does not occur by 11:59 p.m., New York City time, on or before July 24September 30, 2023 2020 (or, if earlier, not later than 45- days after the “Outside Date”filing of the Chapter 11 Cases), then then, this Commitment Letter and each Commitment Party’s commitment hereunder (including its our commitments with respect to any Remaining Commitments and any Extended Term Loan Commitments)hereunder, and our the DIP Agent’s agreements to perform the services services, if any, described herein, shall automatically terminate with respect to the Term Facility (and, if applicable, with respect to the Remaining Commitments and the Extended Term Loan Commitments) without further action or notice and without further obligation to you unless we each of us shall, in our discretion, agree in writing (which writing may be from the DIP Lender Professionals) to an extension. In You may terminate this Commitment Letter and the event that DIP Lenders commitments, in whole and not in part, at any time for any reason. This Summary of Proposed Material Terms and Conditions (the “DIP Term Loans are funded on Sheet”), dated as of August 11, 2020, sets forth the Closing Date in a principal amount equal to or greater than the Minimum Funding Amount but less than $665.0 million, the portion terms of the Commitments DIP Facility (other than the Extended Term Loan Commitmentsas defined below) committed to be provided, which shall stay outstanding to the extent the Closing Date occurs, to the date specified in Section 1) not so funded shall remain outstanding until 5:00 p.m., New York City time, on the Outside Date, the funding of which shall be subject only to the conditions set forth below, pursuant to the incurrence thereof Commitment Letter to be set forth in which this DIP Term Sheet is attached (the Term Facility Documentation “Commitment Letter”), by the DIP Lenders (as defined in below) to Valaris plc. Valaris plc and its wholly-owned Subsidiaries (as defined below) that have filed on the Term Facility Term Sheet) petition date (the portion “Petition Date”) cases under chapter 11 of Title 11 of the Commitments United States Code, 11 U.S.C. § 101 et seq. (other than the Extended Term Loan Commitments“Bankruptcy Code”) not so funded which cases are pending before the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), and listed hereto on Annex A, are referred to, collectively, as the Closing Date“Debtors” and, such cases, the “Remaining CommitmentsChapter 11 Cases”). Transaction Description1 It is intended that: 1. the SPV Borrower will obtain the senior secured term loan facility described in the Term Facility Term Sheet in an aggregate principal amount of up to $665.0 million (the “Term Facility” and the term loans thereunder, as increased by the funding of Incremental Facilities (as defined in Exhibit B), if any, on the same terms, the “Term Loans”); 2. substantially concurrently with the making of the Term Loans, the SPV Borrower, in its capacity as lender under the New Pari 1L Refinancing Loans, will make new loans, that are pari passu in right of payment and with respect to security to the obligations under the Existing Credit Agreement (as defined in the Term Facility Term Sheet), with 100% of the net proceeds of the Term Loans to Sabre GLBL Inc. (the “New Pari 1L Borrower”) as described in the New Pari 1L Term Sheet (the “New Pari 1L Refinancing Loans”); and.

Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on May 25June 7July 25, 20232016. Each Commitment Party’s commitment The Initial Lenders’ commitments hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that (i) the Closing Date does not occur on or before July 24the Termination Date (as defined in the Merger Agreement as in effect on the date hereof, 2023 as such date may be extended pursuant to the first proviso to Section 7.2(a) of the Merger Agreement in effect on the date hereof (but in no event later than December 16, 2016)), (ii) the “Outside Date”)Merger Agreement is terminated without the consummation of the Acquired Business Merger or (iii) the closing of the Acquired Business Merger (x) in the case of the First Lien Facilities, without the use of the First Lien Facilities or (y) in the case of the Second Lien Term Facility, without the use of the Second Lien Term Facility, then this Commitment Letter and each Commitment Party’s commitment hereunder (including its the Initial Lenders’ commitments with respect to any Remaining Commitments and any Extended Term Loan Commitments)hereunder, and our agreements to perform the services described herein, shall automatically terminate with respect to the Term Facility (and, if applicable, with respect to the Remaining Commitments and the Extended Term Loan Commitments) without further action or notice and without further obligation to you unless we shall, in our discretion, agree to an extension. In We are pleased to have been given the event that Term Loans opportunity to assist you in connection with the financing for the Acquired Business Merger. Very truly yours, By: /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Managing Director By: /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Managing Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director By: Aspen Holdco, LLC, its sole member By: Aspen Parent, Inc., its sole member By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President Parent, Coin Merger Sub and Redwood Merger Sub intend to enter into the Merger Agreement with Redwood and the Target. Pursuant to the Merger Agreement, Coin Merger Sub will be merged with and into the Target, with the Target surviving such merger as a direct or indirect wholly-owned subsidiary of Coin Holdings. Prior to the Closing Date, Coin Merger Sub will commence a tender offer to purchase all of the shares of common stock of the Target (the “Tender Offer”) and, if such shares are funded accepted for purchase pursuant to the terms of the Merger Agreement and the Tender Offer, such purchase will occur on the Closing Date in a principal amount equal prior to or greater than the Minimum Funding Amount but less than $665.0 millionAcquired Business Merger. After giving effect to the Transactions, the portion Target will continue to own the coin and gift card exchange self-service kiosk business of the Commitments Target (other than the Extended Term Loan Commitments, which shall stay outstanding to the extent the Closing Date occurs, to the date specified in Section 1) not so funded shall remain outstanding until 5:00 p.m., New York City time, on the Outside Date, the funding of which shall be subject only to the conditions to the incurrence thereof to be set forth in the Term Facility Documentation (as defined in the Term Facility Term Sheet) (the portion of the Commitments (other than the Extended Term Loan Commitments) not so funded on the Closing Datesuch business, the “Remaining CommitmentsAcquired Business”). Transaction Description1 It is intended that: 1. the SPV Borrower Coin Holdings will obtain the senior secured term loan facility described in the Term Facility Term Sheet in an aggregate principal amount be controlled by investment funds, or affiliates of up to $665.0 million investment funds, advised, managed or controlled by Apollo Global Management, LLC or its affiliates (the “Term Facility” and the term loans thereunder, as increased by the funding of Incremental Facilities (as defined in Exhibit B), if any, on the same termscollectively, the “Term LoansSponsor”) and, at the Sponsor’s election, certain co-investors arranged or designated by the Sponsor (collectively with the Sponsor, the “Investors”); 2. substantially concurrently with the making of the Term Loans, the SPV Borrower, in its capacity as lender under the New Pari 1L Refinancing Loans, will make new loans, that are pari passu in right of payment and with respect to security to the obligations under the Existing Credit Agreement (as defined in the Term Facility Term Sheet), with 100% of the net proceeds of the Term Loans to Sabre GLBL Inc. (the “New Pari 1L Borrower”) as described in the New Pari 1L Term Sheet (the “New Pari 1L Refinancing Loans”); and.

Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please (x) indicate your acceptance of the terms of this Commitment Letter and of the DIP Agent Fee Letter by returning to us executed counterparts hereof and of the DIP Agent Fee Letter and (y) pay to the DIP Lenders or cause to be paid to the DIP Lenders in cash the Upfront Fee (as such term is defined in the Term Sheet) in a total aggregate amount equal to $20,000,000, which shall be fully earned, due, non refundable and payable to the DIP Lenders by the Borrower, in each case of clauses (x) and (y), by not later than 11:59 6:00 p.m., New York City time, on May 25June 7August 11, 20232020. Each Commitment Party’s commitment Our commitments hereunder, and our agreements agreements, if any, to perform the services services, if any, described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts counterparts, the Upfront Fee in accordance with the immediately preceding sentence. In the event that the Closing Date does not occur by 11:59 p.m., New York City time, on or before July 24September 30, 2023 2020 (or, if earlier, not later than 45-days after the “Outside Date”filing of the Chapter 11 Cases), then then, this Commitment Letter and each Commitment Party’s commitment hereunder (including its our commitments with respect to any Remaining Commitments and any Extended Term Loan Commitments)hereunder, and our the DIP Agent’s agreements to perform the services services, if any, described herein, shall automatically terminate with respect to the Term Facility (and, if applicable, with respect to the Remaining Commitments and the Extended Term Loan Commitments) without further action or notice and without further obligation to you unless we each of us shall, in our discretion, agree in writing (which writing may be from the DIP Lender Professionals) to an extension. In You may terminate this Commitment Letter and the event that DIP Lenders commitments, in whole and not in part, at any time for any reason. We are pleased to have been given the opportunity to assist you in connection with the financings. Very truly yours, DIP Agent: WILMINGTON SAVINGS FUND SOCIETY, FSB, as DIP Agent By: /s/ Pxxxxxx X. Xxxxx Name: Pxxxxxx X. Xxxxx Title: Senior Vice President DIP Lenders: By: Name: Title: VALARIS PLC By /s/ Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Title: An Authorized Signatory This Summary of Proposed Material Terms and Conditions (the “DIP Term Loans are funded on Sheet”), dated as of August 11, 2020, sets forth the Closing Date in a principal amount equal to or greater than the Minimum Funding Amount but less than $665.0 million, the portion terms of the Commitments DIP Facility (other than the Extended Term Loan Commitmentsas defined below) committed to be provided, which shall stay outstanding to the extent the Closing Date occurs, to the date specified in Section 1) not so funded shall remain outstanding until 5:00 p.m., New York City time, on the Outside Date, the funding of which shall be subject only to the conditions set forth below, pursuant to the incurrence thereof Commitment Letter to be set forth in which this DIP Term Sheet is attached (the Term Facility Documentation “Commitment Letter”), by the DIP Lenders (as defined in below) to Valaris plc. Valaris plc and its wholly-owned Subsidiaries (as defined below) that have filed on the Term Facility Term Sheet) petition date (the portion “Petition Date”) cases under chapter 11 of Title 11 of the Commitments United States Code, 11 U.S.C. § 101 et seq. (other than the Extended Term Loan Commitments“Bankruptcy Code”) not so funded which cases are pending before the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), and listed hereto on Annex A, are referred to, collectively, as the Closing Date“Debtors” and, such cases, the “Remaining CommitmentsChapter 11 Cases”). Transaction Description1 It is intended that: 1. the SPV Borrower will obtain the senior secured term loan facility described in the Term Facility Term Sheet in an aggregate principal amount of up to $665.0 million (the “Term Facility” and the term loans thereunder, as increased by the funding of Incremental Facilities (as defined in Exhibit B), if any, on the same terms, the “Term Loans”); 2. substantially concurrently with the making of the Term Loans, the SPV Borrower, in its capacity as lender under the New Pari 1L Refinancing Loans, will make new loans, that are pari passu in right of payment and with respect to security to the obligations under the Existing Credit Agreement (as defined in the Term Facility Term Sheet), with 100% of the net proceeds of the Term Loans to Sabre GLBL Inc. (the “New Pari 1L Borrower”) as described in the New Pari 1L Term Sheet (the “New Pari 1L Refinancing Loans”); and.