Common use of Acceptance and Termination Clause in Contracts

Acceptance and Termination. 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 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 the Fee Letters as duly authorized, 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 Letters. We look forward to continuing to work with you to complete this transaction. Very truly yours, BANK OF AMERICA, N.A. By: /s/ Axxx Xxxx Name: Axxx Xxxx Title: Managing Director MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Axxx Xxxx Name: Axxx Xxxx Title: Managing Director Project Flintstone - Second Amended and Restated ABL Commitment Letter

Acceptance and Termination. This Commitment Letter Agreement will be become effective when accepted by METRO as evidenced by signature of no force any duly authorized officer of METRO, shall continue until terminated as provided herein. METRO shall have the right to terminate this Agreement at any time by giving thirty (30) days prior written notice to CLIENTS. CLIENTS shall have the right to terminate this Agreement at any time by giving METRO at least ten (10) days prior written notice of such termination. In the event of termination, METRO shall provide payoff information, terminate, or assign without recourse to or warranties and effect unless executed representations by each Commitment Party and a counterpart hereof is accepted and agreed to by the Company andMETRO, its liens, as so accepted requested, and agreed to, received by Bank of America by 11:59 p.m. (Central time) on June 9, 2017, together otherwise cooperate with the Fee Letters as duly authorized, executed and delivered by the CompanyCLIENTS, provided that the Lead Arranger Fee Letter such terminations or assignments shall only not be delivered effective until METRO has received payment in full of amounts secured hereby. Notwithstanding such notice, CLIENTS shall have no right to BofA and the Regions Fee Letter terminate this Agreement until all obligations (direct or contingent) owing by CLIENTS to METRO hereunder or otherwise shall only be delivered have been paid in full, whether or not such obligations are due or are to Regions. The commitment of each Commitment Party under this Commitment Letter, if accepted and agreed to by the Company as provided become due 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 future. Upon the occurrence of an EVENT OF DEFAULT, or if any guaranty of the Stated Commitment Termination Date (which written request obligations of CLIENTS hereunder shall be terminated by the guarantor, METRO may only be made once)at METRO'S election consider such occurrence an anticipatory repudiation of this 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 CLIENTS or any of their guarantors of any obligation to METRO under this Agreement or otherwise until all of said obligations are fully paid and performed, nor shall any such termination affect any right or remedy of METRO arising from any such obligation, and all agreements, warranties, representations, and covenants of CLIENTS or their guarantors shall survive termination. In the event that CLIENTS shall have breached any provision of this Agreement or if notice of termination is given by either party, the Stated Commitment Termination Date mayRESERVE FUNDS and any other balances or credits otherwise due by METRO to CLIENTS may be retained and applied by METRO from time to time upon any indebtedness then or thereafter due from CLIENTS and the RESERVE FUNDS may at METRO'S discretion upon such breach or notice of termination, at the sole discretion of the Company (but subject be increased to an amount equal to the terms then total unpaid face amount of all INVOICES purchased by METRO hereunder 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 Letters. We look forward to continuing to work with you to complete this transaction. Very truly yours, BANK OF AMERICA, N.A. ByINITIALS: /s/ Axxx Xxxx Name: Axxx Xxxx Title: Managing Director MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Axxx Xxxx Name: Axxx Xxxx Title: Managing Director Project Flintstone - Second Amended and Restated ABL Commitment Letter____|____

Acceptance and Termination. This Commitment Letter 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 "Initial Term"), and shall be automatically renewed thereafter for successive periods of no force and effect thirty (30) days (the "Renewal Term") unless executed by each Commitment Party and a counterpart hereof is accepted and agreed to by the 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 the Fee Letters as duly authorized, 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 terminated as provided herein. CLIENT and METRO shall have the right to terminate this Agreement at the end of the 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 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 future. Upon the occurrence of an EVENT OF DEFAULT, METRO may at METRO'S election consider such occurrence an anticipatory repudiation of this 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 METRO arising from any such obligation, and all agreements, warranties, representations, and covenants of CLIENT OR its guarantors shall survive termination. In the Stated Commitment Termination Date (which written request may only be made once)event that CLIENT shall have breached any provision of this Agreement or if notice of termination is given by either party, the Stated Commitment Termination Date mayRESERVE FUND and any other balances or credits otherwise due by METRO to CLIENT may be retained and applied by METRO from time to time upon any indebtedness then or thereafter due from CLIENT and the RESERVE FUND may at METRO'S discretion upon such breach or notice of termination, at the sole discretion of the Company (but subject be increased to an amount equal to the terms then total unpaid face amount of all BILLS purchased by METRO hereunder and conditions set forth in this Commitment Letter and the Fee Letters)other present or potential indebtedness of CLIENT to METRO, 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, whether matured 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 Letters. We look forward to continuing to work with you to complete this transaction. Very truly yours, BANK OF AMERICA, N.A. By: /s/ Axxx Xxxx Name: Axxx Xxxx Title: Managing Director MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Axxx Xxxx Name: Axxx Xxxx Title: Managing Director Project Flintstone - Second Amended and Restated ABL Commitment LetterINITIALS:

Acceptance and Termination. This If the foregoing correctly sets forth our agreement with you, please (x) indicate your acceptance of the terms of this Commitment Letter will 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 of no force 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 effect unless executed by each Commitment Party and a counterpart hereof is accepted and agreed payable to the DIP Lenders by the Company andBorrower, as so accepted in each case of clauses (x) and agreed to(y), received by Bank of America by 11:59 p.m. (Central not later than 6:00 p.m., New York City time) , on June 9August 11, 20172020. Our commitments hereunder, together with the Fee Letters as duly authorized, 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 Letterour agreements, if accepted any, to perform the services, if any, described herein, will expire automatically and agreed without further action or notice and without further obligation to by you at such time in the Company as provided event that we have not received such executed counterparts, the Upfront Fee in accordance with the immediately preceding sentence, will terminate (unless . In the event that the Closing Date occurs does not occur by 11:59 p.m., New York City time, on or prior thereto) upon September 30, 2020 (or, if earlier, not later than 45- days after the earliest of (i) 5:00 p.m. on July 31, 2017 (the “Stated Commitment Termination Date”); provided that upon the written request filing of the Company Chapter 11 Cases), then, this Commitment Letter and our commitments hereunder, and the DIP Agent’s agreements to perform the Commitment Parties made prior services, if any, described herein, shall automatically terminate without further action or notice and without further obligation to the occurrence you unless each of the Stated Commitment Termination Date us shall, in our discretion, agree in writing (which written request writing may only be made once), from the Stated Commitment Termination Date may, at the sole discretion of the Company (but subject DIP Lender Professionals) to the terms and conditions set forth in an extension. You may terminate this Commitment Letter and the Fee LettersDIP Lenders commitments, in whole and not in part, at any time for any reason. SCHEDULE I DIP Lenders and/or, in each case, its participant funds, investment funds and/or investment vehicles Commitment Amounts: DIP Facility Schedule I, reflecting each of the DIP Lender’s total Commitment Amounts, has been sent to the Borrower’s counsel and the DIP Agent’s counsel by the DIP Lenders’ counsel via electronic mail sent at 5:45 p.m. New York City time on August 11, 2020. TOTAL $500,000,000 Schedule I EXHIBIT A Summary of Proposed Material Terms and Conditions PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT SUBJECT TO FRE 408 AND STATE LAW EQUIVALENTS EXECUTION VERSION VALARIS PLC SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT FACILITY TERM SHEET Summary of Proposed Material Terms and Conditions This Summary of Proposed Material Terms and Conditions (the “DIP Term Sheet”), dated as of August 11, 2020, sets forth the terms of the DIP Facility (as defined below) committed to be extended provided, subject to a time not later than 5:00 p.m. the conditions set forth below, pursuant to the Commitment Letter to which this DIP Term Sheet is attached (the “Commitment Letter”), by the DIP Lenders (as defined below) to Valaris plc. Valaris plc and its wholly-owned Subsidiaries (as defined below) that have filed on October 31the petition date (the “Petition Date”) cases under chapter 11 of Title 11 of the United States Code, 2017 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”) 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 “Debtors” and, such later timecases, the “Extended Commitment Termination DateChapter 11 Cases”), (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 Letters. We look forward to continuing to work with you to complete this transaction. Very truly yours, BANK OF AMERICA, N.A. By: /s/ Axxx Xxxx Name: Axxx Xxxx Title: Managing Director MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Axxx Xxxx Name: Axxx Xxxx Title: Managing Director Project Flintstone - Second Amended and Restated ABL Commitment Letter.

Acceptance and Termination. This If the foregoing correctly sets forth our agreement with you, please (x) indicate your acceptance of the terms of this Commitment Letter will 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 of no force 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 effect unless executed by each Commitment Party and a counterpart hereof is accepted and agreed payable to the DIP Lenders by the Company andBorrower, as so accepted in each case of clauses (x) and agreed to(y), received by Bank of America by 11:59 p.m. (Central not later than 6:00 p.m., New York City time) , on June 9August 11, 20172020. Our commitments hereunder, together with the Fee Letters as duly authorized, 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 Letterour agreements, if accepted any, to perform the services, if any, described herein, will expire automatically and agreed without further action or notice and without further obligation to by you at such time in the Company as provided event that we have not received such executed counterparts, the Upfront Fee in accordance with the immediately preceding sentence, will terminate (unless . In the event that the Closing Date occurs does not occur by 11:59 p.m., New York City time, on or prior thereto) upon September 30, 2020 (or, if earlier, not later than 45-days after the earliest of (i) 5:00 p.m. on July 31, 2017 (the “Stated Commitment Termination Date”); provided that upon the written request filing of the Company Chapter 11 Cases), then, this Commitment Letter and our commitments hereunder, and the DIP Agent’s agreements to perform the Commitment Parties made prior services, if any, described herein, shall automatically terminate without further action or notice and without further obligation to the occurrence you unless each of the Stated Commitment Termination Date us shall, in our discretion, agree in writing (which written request writing may only be made once), from the Stated Commitment Termination Date may, at the sole discretion of the Company (but subject DIP Lender Professionals) to the terms and conditions set forth in an extension. You may terminate this Commitment Letter and the Fee Letters)DIP Lenders commitments, be extended in whole and not in part, at any time for any reason. We are pleased to a time not later than 5:00 p.m. on October 31, 2017 (such later time, have been given 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 opportunity to this sentence does not prejudice your rights and remedies assist you 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 connection with the Fee Letters. We look forward to continuing to work with you to complete this transactionfinancings. Very truly yours, BANK OF AMERICADIP Agent: WILMINGTON SAVINGS FUND SOCIETY, N.A. FSB, as DIP Agent By: /s/ Axxx Xxxx Pxxxxxx X. Xxxxx Name: Axxx Xxxx Pxxxxxx X. Xxxxx Title: Managing Director MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED Senior Vice President [DIP Lenders Signature Pages Omitted] DIP Lenders: By: /s/ Axxx Xxxx Name: Axxx Xxxx Title: Managing Director Project Flintstone - Second Amended Accepted and Restated ABL agreed to as of the date first above written: VALARIS PLC By /s/ Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Title: An Authorized Signatory SCHEDULE I DIP Lenders and/or, in each case, its participant funds, investment funds and/or investment vehicles Commitment Amounts: DIP Facility Schedule I, reflecting each of the DIP Lender’s total Commitment Amounts, has been sent to the Borrower’s counsel and the DIP Agent’s counsel by the DIP Lenders’ counsel via electronic mail sent at 5:45 p.m. New York City time on August 11, 2020. TOTAL $500,000,000 Schedule I EXHIBIT A Summary of Proposed Material Terms and Conditions VALARIS PLC SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT FACILITY TERM SHEET Summary of Proposed Material Terms and Conditions This Summary of Proposed Material Terms and Conditions (the “DIP Term Sheet”), dated as of August 11, 2020, sets forth the terms of the DIP Facility (as defined below) committed to be provided, subject to the conditions set forth below, pursuant to the Commitment Letter to which this DIP Term Sheet is attached (the “Commitment Letter”), by the DIP Lenders (as defined below) to Valaris plc. Valaris plc and its wholly-owned Subsidiaries (as defined below) that have filed on the petition date (the “Petition Date”) cases under chapter 11 of Title 11 of the United States Code, 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”) 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 “Debtors” and, such cases, the “Chapter 11 Cases”.