Common use of Reasonable Best Efforts; Regulatory Approvals Clause in Contracts

Reasonable Best Efforts; Regulatory Approvals. (a) Prior to the Closing, and subject to Section 5.5 through 5.8 and Section 5.18, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transaction, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary. (c) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity with respect to the Transaction, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential information. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Each of the parties hereto agrees to the Closinguse its reasonable best efforts, and subject to Section 5.5 through 5.8 and Section 5.18cooperate with each other party hereto, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper appropriate or advisable under any applicable Laws desirable to consummate and make effective effective, in the Transactionmost expeditious manner practicable, the Transactions, including the satisfaction of the respective conditions set forth in Article VII, and including to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting completely the consummation of the Transactions. (ib) Buyer and Seller shall execute and file, or join in the preparation execution and filing of all formsof, registrations and notices required to be filed to consummate the Transaction and any application, notification (including the provision of any required information in connection therewith) or other document that may be required (i) as promptly as practicable after the Agreement Date, (ii) but in no event later than the satisfaction 10th Business Day after the date of the conditions to consummating the Transactionthis Agreement, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States(ii) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action as promptly as practicable after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert Date under the HSR Act and any other federal, state or foreign Applicable Law designed to prohibit, restrict or regulate actions for having the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, the “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly the authorization, approval or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement consent of any Governmental Entity Entity, or expiration or termination of the applicable waiting periods under such Antitrust Laws, that may be reasonably required, or that Buyer may reasonably request to sellbe made, divest or otherwise dispose in connection with the consummation of any businesses, assets, equity interests, product lines or properties of Ensco the Transactions. Buyer and Rowan (or any of Seller shall each use their respective Subsidiaries) or any equity interest in any joint venture held by Ensco reasonable best efforts to obtain, and Rowan (or any of their respective Subsidiaries) prior to the End Datecooperate with each other to obtain promptly, including through litigationall such authorizations, if necessaryapprovals, consents, expirations and terminations. (c) Except as prohibited by applicable LawNotwithstanding anything to the contrary contained herein, Rowan it is expressly understood and Ensco agreed that Buyer shall each keep the other apprised not have any obligation: (i) to litigate or contest any Legal Proceeding challenging any of the status Transactions as violative of matters relating any Antitrust Law; or (ii) to proffer, make proposals, negotiate, execute, carry out or submit to agreements or Orders providing for the completion (A) sale, transfer, license, divestiture, encumbrance or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, categories of assets, operations or categories of operations of Buyer or any of its Affiliates or of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals ofCompany, or (B) imposition of any exemptions by, limitation or regulation on the ability of Buyer or any Governmental Entity undertaken pursuant of its Affiliates to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (andfreely conduct their business or own their respective assets, in the case of correspondence, provide the other Party (or its counselA) copies ofand (B), all filings made by such Party with any Governmental Entity or any other information supplied by such Party tothat, in the aggregate, would have, or correspondence withwould be reasonably likely to have, an impact of more than $20,000,000 on the aggregate annual revenues of Buyer, the Company and TCSI, taken as a Governmental Entity in connection with whole after giving effect to the purchase of the Membership Interests of the Company by Buyer pursuant to this Agreement Agreement. (d) Each of Buyer and the Transaction. Each Party Seller shall promptly inform the other Party, of any material communication between such party and if in writing, furnish any Governmental Entity regarding any of the other Party (Transactions. If Buyer or its counsel) with copies any Affiliate of (or, in the case of oral communications, advise the other Party (Buyer receives any formal or its counsel) orally of) any communication informal request for supplemental information or documentary material from any Governmental Entity regarding with respect to any of the TransactionTransactions, then Buyer shall make or cause to be made, as soon as reasonably practicable, a response in compliance with such request. If Seller or any Affiliate of Seller receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then Seller shall make or cause to be made, a response in compliance with such request. Each party hereto will consult and permit cooperate with the other Party to review parties and discuss in advance, and will consider in good faith the views of the other Party parties in connection withwith any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Transactions. Notwithstanding the preceding sentence, Buyer will have ultimate control over the strategy for facilitating the expiration or termination of the HSR Act waiting period and otherwise obtaining all applicable merger control clearances under the HSR Act or any proposed communication other applicable Antitrust Laws. In addition, except as may be prohibited by any Governmental Entity or by any Applicable Law, in connection with any such Governmental Entity. If any Party request, inquiry, investigation, action or any Representative of such Party receives a request for additional information or documentary materiallegal proceeding, or other request for information, from any Governmental Entity with respect outside counsel to the Transaction, then such Party each party hereto will use reasonable best efforts to make, or cause to be made, promptly and after consultation with consult the other Partyparty in advance, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unlessif at all practicable, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entitypracticable, gives permit authorized Representatives of the other Party the opportunity parties to attend be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding. Buyer and participate thereat. Each Party shall furnish the Seller will, if at all practicable, and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding, and will supply each other Party with copies of all correspondence, filings and or communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with governmental antitrust authorities, with respect to this Agreement and the TransactionTransactions; provided that to the extent any of the documents or information are commercially or competitively sensitive, and furnish the other Party with such necessary information and reasonable assistance Buyer or Seller, as the other Party case may reasonably request in connection with be, may satisfy its preparation of necessary filings obligations by providing such documents or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party party’s outside antitrust counsel, with the understanding that such antitrust counsel shall not share such documents and information with its client (although such antitrust counsel may use such documents and information in advocating on behalf of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential information. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection its client with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9governmental antitrust authority).

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Subject to the Closingterms and conditions of this Agreement, each of the Company and the Parent Parties shall, and subject to Section 5.5 through 5.8 and Section 5.18, Rowan and Ensco shall use cause their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws Law to consummate and make effective the Transaction, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction Merger and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action transactions contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action Agreement as promptly as reasonably practicable after the date of this Agreement that would Agreement, including using its reasonable best efforts to (i) prepare and file, in consultation with the other Parties, as promptly as reasonably be expected practicable with any Governmental Authority or other Third Party all documentation to materially delay the obtaining ofeffect all necessary, proper or result in not obtainingadvisable filings, any permissionnotices, approval or consent from any such Governmental Entity necessary petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained prior to Closing. To the extent that transfers of any Permits issued by from any Governmental Entity Authority or other Third Party and (iii) cooperate in meeting any information, consultation and notification requirements with Employees, Employee Representatives or other Third Parties, in each case, that are required as a result of necessary, proper or advisable to consummate and make effective the execution of Merger and the other transactions contemplated by this Agreement (whether or not such approvals, consents, registrations, permits, authorizations, consultations, notifications and other confirmations are conditions to the consummation of the Transaction (including Permits required Merger pursuant to Environmental LawsArticle VIII), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained foregoing, unless Parent and the Company each agree in this Section 5.9writing otherwise, each of Ensco the Parent Parties and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this AgreementCompany shall, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of shall cause their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related applicable Affiliates to, the ARO JV, (iix) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary. (c) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity with respect to the Transaction, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days within 60 Business Days after the date of this Agreement, all notifications required under (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act; Act with respect to the transactions contemplated by this Agreement and (ii) make any other required foreign filings a filing under section 114(1) of the Competition Act (and Parent shall file a request for an advance ruling certificate pursuant to section 102 of the Competition Act) with respect to the transactions contemplated by this Agreement and (y) as promptly as practicablereasonably practicable thereafter, make any filing that may be required under any other Competition Laws. In Each of the event that Company and the Parent Parties receive a request for shall supply or cause to be supplied as promptly as reasonably practicable and advisable any additional information or and documentary material that may from time to time be required under any applicable Competition Law and/or be requested by a Governmental Authority pursuant to the HSR Act or other request for information from any Governmental Entityforegoing, the Parties will and use their respective its reasonable best efforts to respond take all other actions necessary to such cause the expiration, waiver or termination of the applicable waiting periods regarding the foregoing as soon as practicable. The Company and the Parent Parties shall each request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during early termination of the entirety of any such response processwaiting period with respect to the Merger under the HSR Act. (ec) In furtherance and not in limitation of the other covenants contained in this Section 5.9foregoing, if the Commissioner issues a supplementary information request (“SIR”) under subsection 114(2) of the Competition Act, the Company and the Parent Parties shall, and shall cause each of Ensco and Rowan shall their Affiliates to, use its their reasonable best efforts to takerespond to the SIR as promptly as is reasonably practicable but, or cause in any event, no later than ninety days after receiving the SIR, unless the Company and Parent mutually agree in writing upon a different period of time. For purposes of this Section 7.1(c), the Company and the Parent Parties shall be deemed to have responded to any such SIR by providing a response that each, in respect of its own response, in good faith believes to be taken, all actions, in compliance and by certifying its compliance pursuant to do, section 118 of the Competition Act within the ninety day period. In the event that the Commissioner disputes the adequacy of compliance by either or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 both the Company and the DPAParent Parties with respect to its or their compliance with the SIR, the Company and after prompt the Parent Parties, as applicable, shall endeavor to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any investigation. In the event be made promptly after Parent or the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to Company receives a second request under the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS HSR Act or any other agency similar inquiry or branch of the U.S. government request under applicable Competition Laws not otherwise addressed in this Section 7.1(c) in connection with the CFIUS review or investigation transactions contemplated by this Agreement, such party shall comply as promptly as practicable with such request (i) as provided by Section 7A(e) of the TransactionHSR Act or (ii) as otherwise provided under applicable Competition Laws. For purposes of this provision, within a party shall be deemed to have complied with any such request by providing a response that the time periods specified party in good faith believes to be in substantial compliance and by 31 C.F.R. §800.403(a)(3)certifying in writing to the other parties its prompt, substantial compliance. In the event that a party receives a subpoena or civil investigative demand requesting materials and information similar to that usually demanded in a second request under the HSR Act or any similar inquiry or request under applicable Competition Laws, such party shall comply as modified promptly as practicable with such subpoena or civil investigative demand. In the event the Governmental Authority disputes the adequacy of compliance by a party with respect to a second request under the HSR Act or any similar inquiry or request under applicable Competition Laws, subpoena or civil investigative demand, such party shall endeavor to satisfy the Governmental Authority so as to minimize any delay in the conduct or resolution of the investigation. For purposes of this provision, a party shall be deemed to have complied with any such request by providing a response that the party in good faith believes to be in substantial compliance and by certifying in writing to the other parties its prompt, substantial compliance. Neither Parent nor the Company shall extend any required waiting period provided for under the HSR Act or “pull and refile” any filing submitted pursuant to the HSR Act or applicable Competition Laws, or enter into any timing agreement or similar agreement with any Governmental Authority to delay the consummation of the transactions contemplated by this Agreement, in each case without the prior written consent of the other. (d) Except as prohibited by applicable provisions Law or Order, each of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco Parent Parties and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, Company shall (i) cooperate in all respects and consult in good faith with each other in connection with any filing or submission with or request from a Governmental Authority in connection with the CFIUS Noticetransactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party under Competition Laws, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; , (ii) promptly inform the other Party of (and if in writing, supply to the other Party) any substantive communication received by such Party from, or given by such Party to, CFIUSthe Commissioner, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority and of any material communication received or given in connection with any proceeding under Competition Laws by a private party, in each case regarding any of the transactions contemplated by this Agreement, (iii) consult with each other prior to taking any material position with respect to any filings under any applicable Law in discussions with or filings to be submitted to any Governmental Authority in connection with the transactions contemplated by this Agreement, (iv) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority in connection with the transactions contemplated by this Agreement with respect to filings under any applicable Law and (v) coordinate with the other in preparing and exchanging such information and promptly providing provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the transactions contemplated hereby under any applicable Law; provided that, for any disclosure required under this Section 7.1, each Party shall be permitted to redact any materials (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements or applicable Law and (C) as necessary to address reasonable attorney-client or other privileged, confidentiality or competitively sensitive information concerns. For the avoidance of doubt, the Parent Parties and the Company shall coordinate with respect to the appropriate course of action with respect to obtaining the approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Person and the defense of the transactions contemplated hereby in any antitrust or foreign investment review investigation or litigation by, or negotiations with, any Governmental Authority or other Person relating to the Merger or regulatory filings under applicable Law. (e) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, (i) neither the Company nor any Parent Party shall participate in or attend any meeting, or engage in any substantive conversation or other interaction, with any Governmental Authority in respect of the Merger (including with respect to any of the actions referred to in Section 7.1(a)) without the other Party, (ii) each of the Company and Parent shall give the other reasonable prior written notice of any such written communicationsmeeting, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); conversation or other interaction and (iii) permit in the other parties to review in advance event either the Company or Parent is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any communication that it gives to, and consult with each other in advance of any such meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate engaging in any meeting such conversation, the participating or teleconference attending Party shall keep the non-participating or non-attending, as the case may be, Party reasonably apprised with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential informationrespect thereto. (f) Notwithstanding anything to the contrary contained hereinin this Section 7.1, the Parent Parties shall, and shall cause their respective Affiliates to, take any action to avoid or eliminate each and every impediment that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably possible and in any event on or before the End Date, including (i) the prompt use of its reasonable best efforts to obtain and maintain all approvals, consents, authorizations or other confirmations required to be obtained from any Governmental Authority, (ii) avoiding the entry of, or effecting the dissolution of, any permanent, preliminary or temporary Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including (A) the proffer and agreement by Parent of its willingness to sell, lease, license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, all such assets, rights, product lines, categories of assets or businesses or other operations or interests therein of the Parent Parties or any of their Subsidiaries (including, after the Closing, the Company and its Subsidiaries) (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto) and (B) the proffer and agreement by the Parent Parties of their willingness to take any other such actions, and promptly to effect such other actions (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto), in each case if such action should be reasonably necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any Proceeding by any Governmental Authority in any forum or (y) issuance of any Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement by any Governmental Authority and (iii) the defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Person, including any Governmental Authority, seeking to delay, restrain prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement and the prompt use of its reasonable best efforts to take, in the event that any permanent, preliminary or temporary Order is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the transactions contemplated by this Agreement in accordance with its terms unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, any and all steps (including the appeal thereof and the posting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened Order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement. Nothing in this Section 7.1 shall obligate the Parent Parties or the Company to agree to any divestiture or other remedy, or to close the transactions contemplated by this Agreement into a hold separate arrangement, that they (i) is not conditioned on the consummation of the transactions contemplated by this Agreement or (ii) is, or would reasonably be expected to result in, a Burdensome Condition. Additionally, the Parent Parties shall not, and shall cause their respective Affiliates to not, take any action after the date of this Agreement, including the acquisition of any assets (including the acquisition of any mill or other production or manufacturing facility) that would reasonably be expected to materially impede, materially interfere with or materially delay the consummation of the Merger or the other transactions contemplated hereby, including the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Authority necessary to be obtained prior to Closing. The Parent Parties shall be responsible for any actions taken or omitted to be taken by any Affiliates of the Parent Parties, that would be deemed a breach of Section 6.3 or this Section 7.1 if the Parent Parties had taken or omitted to take such actions. (g) The Parent Parties shall (i) use reasonable best efforts to obtain any consents the failure of which to obtain would result in a Specified Detrimental Action, and otherwise to avoid a Specified Detrimental Action, provided that it will jointly devise not be required to take such actions that would have an adverse effect that would be adverse and material to the strategy for all filingsCompany and (ii) not take any action, notifications, submissions and communications in connection or take any position publicly or with any filingApplicable Authority with respect to the Parent Parties’ future plans for the business of the Company, notice, petition, statement, registration, submission that is inconsistent with Section 7.1 (g) of information, application or similar filing subject to this Section 5.9the Parent Disclosure Letter.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Subject to the Closingterms and conditions of this Section 6.4, each of the parties hereto agrees to use its reasonable best efforts, and subject to Section 5.5 through 5.8 and Section 5.18cooperate with each other party hereto, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper appropriate or advisable under any applicable Laws desirable to consummate complete and make effective effective, in the Transactionmost expeditious manner practicable, the Transactions, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the provision of information in connection therewith, (ii) the satisfaction of the respective conditions set forth in Article VII, and to consummating execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside completion of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfersTransactions. (b) In furtherance Subject to the terms and not in limitation conditions of this Agreement, Parent, the other covenants contained in this Section 5.9, each of Ensco Sellers and Rowan shall the Company will use its their reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted taken by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, their Affiliates or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary. (c) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity with respect to the Transaction, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions as soon as reasonably practicable after the Agreement Date, including (i) prepare and file, in consultation with the other party and as promptly as reasonably practicable and advisable after the Agreement Date, all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, registrations, permits and authorizations necessary or advisable to be obtained from any Specified Regulatory Authority in order to consummate the Transactions and (ii) subject to Section 6.4(e) below, take all steps as may be reasonably necessary to obtain all waiting period expirations or terminations, registrations, permits and authorizations of any Specified Regulatory Authority. (c) In furtherance and not in limitation of the foregoing, each party agrees (A) to make all necessary applications, notices, petitions and filings required with respect to this Agreement or the Transactions (I) in connection with the pre-merger notification under the HSR Act as promptly as practicable but in no case later than ten (10) Business Days after execution of this Agreement (unless another date is mutually agreed between the parties), (II) in connection with the Specified Regulatory Authorities (other than in the United States) as promptly as reasonably practicable after the execution of this Agreement (unless another date is mutually agreed between the parties), or where the ability to control timing of the application, notice, petition or filing is not within the control of the submitting party, commence pre-submission consultation procedures for, any applications notices, petitions or filings with the Specified Regulatory Authorities (and thereafter make any other required submissions and respond as promptly as reasonably practicable to any requests for additional information or documentary material), (B) that Parent may reasonably determine any other filings that are required to be made or any other consents, approvals, permits or authorizations are required to be obtained from, any Governmental Entity pursuant to a change in any Applicable Law following the Agreement Date and (C) to promptly determine and agree whether any other filings are required or advised to be made with, and whether any other consents, approvals, permits or authorizations are required to be obtained from, including for reason of a change in any Applicable Law following the Agreement Date, any Governmental Entity under any other Applicable Law in connection with the Transactions, and if so, to prepare and file any such filings and to seek any such other consents, approvals, permits or authorizations (the filings described in the foregoing clauses (A), (B) and any filings agreed by the parties pursuant to (C) collectively, the “Regulatory Filings” and any authorizations, clearances, consents, approvals or expiration or early termination of the applicable Laws waiting period with respect to makesuch Regulatory Filings, the “Regulatory Approvals”). Parent shall pay any fees associated with the Regulatory Filings. (d) If any Legal Proceeding is instituted challenging the Transactions as in violation of any Antitrust Law, the parties shall cooperate and use reasonable best efforts to contest and resist any such action, and shall use their reasonable best efforts to support one another in contesting and resisting any such action, and shall use their reasonable best efforts to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other governmental Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, limits or restricts consummation of the Transactions, unless Parent, after good faith consultation with the Sellers, concludes that litigation is not the best strategy for securing the Regulatory Approvals. (e) In furtherance to and not in limitation of the foregoing, Parent, Acquirer, the Sellers and the Company shall use their reasonable best efforts to take or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of taken all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts lawful actions necessary to obtain the CFIUS Clearance, Regulatory Approvals of the Transactions or the expiration or termination of any applicable waiting periods (iand any extension thereof) cooperate in all respects and consult with each other in connection with therewith in order for the CFIUS Notice, including by allowing parties to consummate the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies Transactions prior to the other Party of any such written communications, except for any exhibits to such communications providing Termination Date (as the personal identifying information required by 31 C.F.R. §800.402(c)(6)(visame may be extended); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential information. (f) . Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed that Parent and its Subsidiaries shall be under no obligation to (i) propose, negotiate, commit to, and/or effect, by consent decree, hold separate order, or otherwise, the Parties sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) their assets, properties, or businesses or any assets, properties, or businesses to be acquired pursuant to this Agreement in order to avoid the entry of any lawful decree, judgment, injunction (permanent or preliminary), or any other lawful Order that would make the Transactions unlawful or would otherwise materially delay or prevent the consummation of the Transactions, (ii) terminate, modify, or assign existing relationships, Contracts, or obligations relating to any assets, properties, or businesses to be acquired pursuant to this Agreement, or (iii) change or modify any course of conduct regarding future operations of the assets, properties, or businesses to be acquired pursuant to this Agreement (any one of the foregoing, a “Remedy”), in each case except as set forth on Schedule 6.4(e) of the Seller Disclosure Letter. Neither Parent nor the Sellers shall be required to (and the Sellers and its Affiliates shall not, without Parent’s prior consent) agree that they will jointly devise the strategy for all filings, notifications, submissions and communications to any term or take or omit to take any action in connection with obtaining the approval of any filingGovernmental Entity that is not conditioned upon the consummation of the Share Purchase. (f) To the extent requested by Parent, noticethe Sellers and the Company and its Subsidiaries shall, petitionmake or enter into any Remedies, statementor any other actions reasonably determined by Parent, registrationin each case as necessary to obtain the Regulatory Approvals of the Transactions or the expiration or termination of any applicable waiting periods (and any extension thereof) in connection therewith in order for the parties to consummate the Transactions; provided, submission that, (I) the Sellers, the Company and its Subsidiaries shall not enter into or make any such Remedies except as and to the extent requested in writing by Parent, (II) no party shall be required pursuant to the foregoing to commit to or effect any action that is not conditioned upon the consummation of the Share Purchase, and (III) the Sellers shall not be required pursuant to the foregoing to commit to or effect any material action or Remedy that are not limited exclusively in scope to the business of the Company. (g) Each of Parent, the Sellers and the Company shall promptly inform the other of any material communication between such party and any Governmental Entity regarding any of the Transactions. Subject to Applicable Law relating to the exchange of information, application (i) Parent shall have the ultimate right (A) to determine strategy and direct all matters with any Governmental Entity relating to the Transactions following consultation with the Sellers and (B) to review in advance, and direct the revision or similar filing submission of, any material communication (whether to be delivered verbally or in writing), filing, application, notification or document to be made by or submitted by the Sellers or the Company to any Governmental Entity under or relating to the Transactions, (ii) the Sellers shall have the right, to the extent feasible, to review in advance, any material communication (whether to be delivered verbally or in writing), filing, application, notification or document to be made by or submitted by Parent to any Governmental Entity under or relating to the Transactions and Parent shall consider in good faith the views of the Sellers with respect to such filings, (iii) the Sellers and the Company shall cooperate fully with Parent with respect to the strategy and direction of all matters related to Regulatory Filings and (iv) to the extent feasible, Parent shall consult with the Sellers and consider in good faith the views of the Sellers with respect to the strategy and direction of these matters, including considering in good faith the Sellers’ and the Company’s proposed communications, filings, applications, notifications or other documents. If Parent or any Affiliate of Parent receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then Parent shall, following consultation with the Sellers, to the extent feasible, make or cause to be made, as soon as reasonably practicable, a response in compliance with such request (subject to Sellers’ right to review any such material response in advance as set out above). If the Sellers, the Company or any of their Affiliates receive any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then the Sellers shall, following consultation with Parent, to the extent feasible, make or cause to be made, a response in compliance with such request (subject to Parent’s right to review, revise and approve any such material response in advance as set out above). The Sellers, the Company and their Affiliates shall not, without the prior written consent of Parent, (A) have any substantive contact or communication with any Governmental Entity relating to the Transactions or permit any of the Sellers’ or the Company’s Representatives to participate in any meeting with any Governmental Entity relating to the Transactions unless the Sellers consult with and receive approval of Parent in advance and, to the extent permitted by such Governmental Entity, grant Parent the opportunity to attend and lead the discussions at such contact, communication or meeting or (B) proffer, make proposals, negotiate, execute, carry out or submit to any agreements or Orders providing for any actions that would constitute an Remedy; provided, that, the Sellers shall, if directed by Parent, agree to any such action pursuant to Section 6.4(f) that is limited in scope to the business of the Company and conditioned on the consummation of the Transactions. Parent shall not have any substantive contact or communication with any Governmental Entity relating to the Transactions or permit any of Parent’s Representatives to participate in any meeting with any Governmental Entity relating to the Transactions unless, to the extent feasible, Parent provides notice to the Sellers in advance and, to the extent permitted by such Governmental Entity, grants Sellers the opportunity to participate in such communication or attend such meeting. Without limiting the generality of the foregoing, each party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence, white papers and similar submissions between such party and any Governmental Entity relating to the transactions contemplated by this Agreement. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to another party under this Section 5.96.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Subject to the Closingterms and conditions of this Agreement, each of the Company and the Parent Parties shall, and subject to Section 5.5 through 5.8 and Section 5.18, Rowan and Ensco shall use cause their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws Law to consummate and make effective the Transaction, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction Merger and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action transactions contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action Agreement as promptly as reasonably practicable after the date of this Agreement that would Agreement, including using its reasonable best efforts to (i) prepare and file, in consultation with the other Parties, as promptly as reasonably be expected practicable with any Governmental Authority or other Third Party all documentation to materially delay the obtaining ofeffect all necessary, proper or result in not obtainingadvisable filings, any permissionnotices, approval or consent from any such Governmental Entity necessary petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained prior to Closing. To the extent that transfers of any Permits issued by from any Governmental Entity Authority or other Third Party and (iii) cooperate in meeting any information, consultation and notification requirements with Employees, Employee Representatives or other Third Parties, in each case, that are required as a result of necessary, proper or advisable to consummate and make effective the execution of Merger and the other transactions contemplated by this Agreement (whether or not such approvals, consents, registrations, permits, authorizations, consultations, notifications and other confirmations are conditions to the consummation of the Transaction (including Permits required Merger pursuant to Environmental LawsArticle VIII), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.9foregoing, each of Ensco the Parent Parties and Rowan the Company shall (i) make, as promptly as reasonably practicable, and in any event within 10 Business Days after the date of this Agreement, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and (ii) make, as promptly as reasonably practicable, and in any event within 15 Business Days after the date of this Agreement unless Parent and the Company each agree in writing to a different date, a filing under section 114(1) of the Competition Act, and Parent shall file a request for an advance ruling certificate pursuant to section 102 of the Competition Act, with respect to the transactions contemplated by this Agreement and (iii) make, as promptly as reasonably practicable, any filing that may be required under any other Competition Laws. Each of the Company and the Parent Parties shall supply or cause to be supplied as promptly as reasonably practicable and advisable any additional information and documentary material that may from time to time be required under any applicable Competition Law and/or be requested by a Governmental Authority pursuant to the foregoing, and use its reasonable best efforts to take, or cause to be taken, any and take all steps and to make, or cause to be made any and all undertakings other actions necessary to resolve objectionscause the expiration, if any, that any Relevant Authority may assert waiver or termination of the applicable waiting periods regarding the foregoing as soon as practicable. The Company and the Parent Parties shall each request early termination of the waiting period with respect to the Merger under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessaryAct. (c) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders Law or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity with respect to the Transaction, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9Order, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 the Parent Parties and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which Company shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult in good faith with each other in connection with any filing or submission with or request from a Governmental Authority in connection with the CFIUS Noticetransactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; , (ii) promptly inform the other Party of (and if in writing, supply to the other Party) any substantive communication received by such Party from, or given by such Party to, CFIUSthe Commissioner, the Federal Trade Commission, the Antitrust Division of the Department of Justice, the State Administration for Market Regulation of the PRC, or any other similar Governmental Authority and of any material communication received or given in connection with any proceeding by promptly providing copies a private party, in each case regarding any of the transactions contemplated by this Agreement, (iii) consult with each other prior to taking any material position with respect to the filings under any Competition Laws in discussions with or filings to be submitted to any Governmental Authority, (iv) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority with respect to filings under any Competition Laws and (v) coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the transactions contemplated hereby under any Competition Laws; provided that, for any disclosure required under this Section 7.1, each Party shall be permitted to redact any materials (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements or applicable Law and (C) as necessary to address reasonable attorney-client or other privileged, confidentiality or competitively sensitive information concerns. For the avoidance of doubt, the Parent Parties and the Company shall coordinate with respect to the appropriate course of action with respect to obtaining the approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Person and the defense of the transactions contemplated hereby in any antitrust investigation or litigation by, or negotiations with, any Governmental Authority or other Person relating to the Merger or regulatory filings under applicable Law; provided that, without limiting Parent’s obligations under this Section 7.1, Parent shall control and direct the overall process and strategy for effecting filings and obtaining approvals under Competition Laws and take the lead in all communications with Governmental Authorities in connection with the same; provided further, however, that, to the extent reasonably practicable, Parent shall consult in advance with the Company and in good faith take the Company’s views into account regarding the overall strategic direction in connection with such filings and approvals. (d) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, (i) neither the Company nor any Parent Party shall participate in or attend any meeting, or engage in any substantive conversation or other interaction, with any Governmental Authority in respect of the Merger (including with respect to any of the actions referred to in Section 7.1(a)) without the other Party, (ii) each of the Company and Parent shall give the other reasonable prior written notice of any such written communicationsmeeting, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); conversation or other interaction and (iii) permit in the other parties to review in advance event either the Company or Parent is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any communication that it gives to, and consult with each other in advance of any such meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate engaging in any meeting such conversation, the participating or teleconference attending Party shall keep the non-participating or non-attending, as the case may be, Party reasonably apprised with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential information. (f) respect thereto. Notwithstanding anything to the contrary contained hereinin this Section 7.1, the Parent Parties agree shall, and shall cause their respective Affiliates to, take any action to avoid or eliminate each and every impediment that they will jointly devise may be asserted by any Governmental Authority with respect to the strategy for transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably possible, including (i) the prompt use of its reasonable best efforts to obtain and maintain all filingsapprovals, notificationsconsents, submissions authorizations or other confirmations required to be obtained from any Governmental Authority, (ii) avoiding the entry of, or effecting the dissolution of, any permanent, preliminary or temporary Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including (A) the proffer and communications agreement by Parent of its willingness to sell, lease, license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, such assets, rights, product lines, categories of assets or businesses or other operations or interests therein of the Parent Parties or any of their Subsidiaries (including, after the Closing, the Company and its Subsidiaries) (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto) and (B) the proffer and agreement by the Parent Parties of their willingness to take such other actions, and promptly to effect such other actions (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto), in connection each case if such action should be reasonably necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any Proceeding by any Governmental Authority in any forum or (y) issuance of any Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement by any Governmental Authority and (iii) the defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Person, including any Governmental Authority, seeking to delay, restrain prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement and the prompt use of its best efforts to take, in the event that any permanent, preliminary or temporary Order is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the transactions contemplated by this Agreement in accordance with its terms unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, any filingand all steps (including the appeal thereof and the posting of a bond) necessary to resist, noticevacate, petitionmodify, statementreverse, registrationsuspend, submission of informationprevent, application eliminate or similar filing subject remove such actual, anticipated or threatened Order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement. Nothing in this Section 5.97.10 shall obligate the Parent Parties to agree to any divestiture or other remedy (I) not conditioned on the consummation of the transactions contemplated by this Agreement or (II) requiring the sale of assets or businesses of the Company or the Parent Parties that are capable of producing, individually or in the aggregate, greater than 410,000 air-dried metric tons of softwood kraft pulp in a 12-month period as set forth on Section 7.10 of the Company Disclosure Letter (a “Burdensome Condition”). The Parent Parties shall be responsible for any actions taken or omitted to be taken by any Affiliates of the Parent Parties, that would be deemed a breach of Section 6.4 or this Section 7.1 if the Parent Parties had taken or omitted to take such actions.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior to the Closing, Company and subject to Section 5.5 through 5.8 and Section 5.18, Rowan and Ensco Buyer shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the TransactionTransaction and enable the Closing to occur as promptly as practicable (and in any event prior to the End Date), including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) subject to Section 5.8(b), taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by RowanCompany, Ensco Buyer or any of their respective Subsidiaries or affiliates in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan Company and Ensco Buyer shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To In furtherance and not in limitation of the other covenants contained in this Section 5.8, to the extent that any third party notices, consents, approvals or waivers under, or the transfers of of, any Contracts or Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), each of the Parties hereto shall use give or cause their respective Subsidiaries to give any notices to third parties, and use, and cause their respective Subsidiaries to use, their reasonable best efforts to obtain such third party consents, approvals or waivers and to effect such transfers, and the Parties shall provide regular updates to each other regarding the status of such efforts. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.95.8 (but subject to the limitations set forth in this Section 5.8(b)), each of Ensco Buyer and Rowan Company shall use its reasonable best efforts efforts, and shall cause each of its Subsidiaries to takeuse their reasonable best efforts, to take or cause to be taken, taken any and all steps and to make, or cause to be made made, any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( (“Foreign Investment Laws”)) as set forth in Section 5.8(b) of the Company Disclosure Schedules, with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws Law that may be asserted by any Relevant Authority with respect to this AgreementAgreement and the transactions contemplated hereby, in each case, so as to enable the Closing to occur as promptly as practicable including (and in any event prior to the End Date), which shall include each of the following actions to the extent required: (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, license, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (Buyer, Company or any of their respective Subsidiaries) Subsidiaries or any equity interest in any joint venture held by Ensco and Rowan (Buyer, Company or any of their respective Subsidiaries), other than, or related to, the ARO JV, Subsidiaries (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan Buyer, Company or any of their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit EnscoBuyer’s or RowanCompany’s (or their respective Subsidiaries’) freedom of action with respect to, or its their respective ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including Buyer, Company or any of their respective Subsidiaries) Subsidiaries or any equity interest in any joint venture held by Ensco and Rowan (Buyer, Company or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case of clauses (i) through (iii), as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action or proceeding to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or that would reasonably be expected to delay the Closing beyond the End Date. Notwithstanding anything in this Section 5.8 or otherwise in this Agreement to the contrary, provided(A) Company shall not take any of the actions described in the foregoing sentence without the prior written approval of Buyer (for the avoidance of doubt, howeverwithout limitation of Buyer’s obligations hereunder), that, notwithstanding the foregoing, and (B) neither Ensco Buyer nor Rowan Company shall be required to take, or agree to take, any actions under this Section 5.9 5.8 unless (ix) that such action or agreement would not reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan Substantial Detriment and its Subsidiaries and Ensco and its Subsidiaries or (iiy) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further. In addition, howeverBuyer shall defend through litigation on the merits any claim, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary. (c) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals ofaction, or any exemptions byproceeding asserted, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regardwhether judicial or administrative, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party toperson in order to avoid entry of, or correspondence withto have vacated or terminated, any Order that would prevent the consummation of the Transaction prior to the End Date. For purposes of this Section 5.8(b), “Substantial Detriment” means a Governmental Entity in connection with Company Material Adverse Effect treating for this Agreement and purpose the Transaction. Each Party shall promptly inform effects of all actions required by this Section 5.8(b) wherever imposed (whether on Buyer, Company, and/or any of their respective Subsidiaries), as if they affected a company the other Partysize of, and if in writinghaving the financial and operating metrics of, furnish Company. For the other Party (or its counselavoidance of doubt, “reasonable best efforts” for purposes of this Section 5.8(b) with copies of (or, in shall include the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views taking of the other Party actions specified in connection with, any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity with respect to the Transaction, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted clauses (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and through (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) fileabove, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant subject to the HSR Act or other request for information from any Governmental Entity, limitations in the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) second sentence of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential information5.8(b). (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Subject to the Closingterms and conditions of this Agreement, each of BCH and subject to Section 5.5 through 5.8 and Section 5.18, Rowan and Ensco shall Giant will use their respective its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under any this Agreement and applicable Laws to consummate laws, rules and make effective the Transaction, including (i) the preparation and filing of all forms, registrations and notices required to be filed regulations to consummate the Transaction Merger, the Exchange and the provision of information in connection therewithother transactions contemplated by this Agreement as soon as practicable after the date hereof, (ii) the satisfaction of the conditions including preparing and filing as promptly as practicable all documentation to consummating the Transactioneffect all necessary applications, (iii) taking all reasonable actions necessary notices, filings and other documents and to obtain (as promptly as practicable all Requisite Regulatory Approvals and cooperating with each all other in obtaining) any consentconsents, authorizationwaivers, Order Orders, approvals, permits, rulings, authorizations and clearances necessary or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required advisable to be obtained from any third party or made by Rowanany Governmental Authority in order to consummate the Merger, Ensco the Exchange or any of their respective Subsidiaries in connection with the Transaction or the taking of any action other transactions contemplated by this Agreement, . Each of BCH and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco Giant shall use its reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take refrain from taking any action after the date of this Agreement that would reasonably be expected to materially adversely affect or delay the obtaining ofability of the parties to obtain all Requisite Regulatory Approvals. In furtherance and not in limitation of the foregoing, each of BCH and Giant agrees (i) to make, as promptly as practicable (and in any event will use commercially reasonable efforts to file within ten Business Days following the date hereof), an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, and (ii) in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to applicable antitrust laws or by such authorities. Without limiting the generality of Section 5.2(a), except as may be mutually agreed by Giant and Sellers Representative, each of BCH and Giant agrees to use best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of all such consents, waivers, Orders, approvals, permits, rulings, authorizations and clearances under other applicable antitrust laws or from such authorities as soon as practicable including if necessary, agreeing to take or cause its Subsidiaries to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries’) business in any specified manner). Notwithstanding the foregoing, nothing in this Section 5.2(a) shall require, or result in not obtainingbe deemed to require, (A) any permissionparty hereto (or any of their respective Subsidiaries) to take any action, approval agree to take any action or consent from to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries’) business in any specified manner if doing so would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Newco after giving effect to the transactions contemplated by this Agreement (including the Merger and Exchange), or (B) any party hereto (or any of their respective Subsidiaries) to take any such Governmental Entity necessary to be obtained prior to Closing. To the extent action that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or is not conditional on the consummation of the Transaction (including Permits required pursuant to Environmental Laws)Merger, the Parties Exchange and the other transactions contemplated by this Agreement. No party hereto shall take or agree to take any action identified in clause (A) or (B) of the preceding sentence without the prior written consent of the other parties (which shall not be unreasonably conditioned, withheld or delayed). (b) Each of BCH and Giant shall, in connection with the efforts referenced in this Section 5.2, use its reasonable best efforts to effect (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other parties of the status of any of the matters contemplated hereby, including providing the other with a copy of any written communication (or summary of oral communications) received by such transfersparty from, or given by such party to, the Antitrust Division of the Department of Justice, the Federal Trade Commission or any other Governmental Authority and of any written communication (or summary of oral communications) received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (iii) consult with each other in advance to the extent practicable of any meeting or conference with any such Governmental Authority or, in connection with any proceeding by a private party, with any such other Person, and to the extent permitted by any such Governmental Authority or other Person, give the other the opportunity to attend and participate in such meetings and conferences. (bc) In furtherance and not in limitation of the other covenants of the parties contained in this Section 5.95.2, if (i) (A) any objections are asserted with respect to the transactions contemplated hereby under any Law, Order or decree (including any applicable antitrust Laws), (B) any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by any Governmental Authority or private party challenging the Merger, the Exchange or the other transactions contemplated hereby as violative of any Law, Order or decree (including any applicable antitrust Laws) or that would otherwise prevent, materially delay or materially impede the consummation of the Merger or the other transactions contemplated hereby, or (C) any Law, Order or decree is enacted, entered, promulgated or enforced by a Governmental Authority that would make the Merger, the Exchange or the other transactions contemplated hereby illegal or would otherwise prevent, materially delay or materially impede the consummation of the Merger or the other transactions contemplated hereby, then (ii) each of Ensco BCH and Rowan Giant shall use its reasonable best efforts to take, or cause to be taken, resolve any and all steps and to make, or cause to be made any and all undertakings necessary to resolve such objections, if any, that any Relevant Authority may assert under actions or proceedings so as to permit the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for consummation of the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to transactions contemplated by this Agreement, and including, subject to avoid Section 5.2(a), selling, holding separate or eliminate each and every impediment under any Antitrust Law otherwise disposing of or Foreign Investment Laws that may be asserted by any Relevant Authority with respect conducting its or its Subsidiaries’ business or asset in a specified manner, or agreeing to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decreesell, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary. (c) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (conduct its or its counsel) copies of)Subsidiaries’ business or assets in a specified manner, all filings made by which would resolve such Party with any Governmental Entity objections, actions or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity with respect to the Transaction, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concernsproceedings. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants of the parties contained in this Section 5.95.2, but subject to first complying with the obligations of Section 5.2(c), if any of the events specified in Section 5.2(c)(i)(B) or (C) occurs, then each of Ensco BCH and Rowan Giant shall cooperate in all respects with each other and use their reasonable best efforts, subject to Section 5.2(a), to contest and resist any such administrative or judicial action or proceeding and to have vacated, lifted, reversed or overturned any judgment, injunction or other decree or Order, whether temporary, preliminary or permanent, that is in effect and that prevents, materially delays or materially impedes the consummation of the Merger or the other transactions contemplated by this Agreement and to have such Law, Order or decree repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement, and each of BCH and Giant shall use its reasonable best efforts to takedefend, at its own cost and expense, any such administrative or cause to be taken, all actions, and to do, judicial actions or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which proceedings. (e) Giant shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such use its reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of to arrange and obtain the U.S. government Financing, in connection consultation with BCH, on the terms and conditions described in the Commitment Letter (provided that with the CFIUS review prior written consent of BCH (which consent shall not be unreasonably conditioned, withheld or investigation of delayed) Giant may replace or amend the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3Commitment Letter), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the including using reasonable best efforts to obtain the CFIUS Clearance, (i) cooperate maintain in all respects and consult with each other in connection with effect the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i)Commitment Letter, (ii) negotiate, in consultation with BCH, definitive agreements with respect thereto on terms and conditions (including the flex provisions) contemplated by the Commitment Letter, (iii) of this Section 5.9(esatisfy on a timely basis all conditions applicable to Giant in the Commitment Letter that are within its control and comply with its obligations thereunder, and (iv) subject enforce its rights under the Commitment Letter. In the event that all conditions to confidentiality considerations the Commitment Letter have been satisfied or, upon funding will be satisfied, in each case in Giant’s good faith judgment, Giant shall use its reasonable best efforts to cause the lenders providing such Financing to fund on the Closing Date the Financing required to consummate the Merger and the other transactions contemplated by this Agreement (including by taking enforcement action to cause such lenders and the DPA other Persons providing such Financing to fund such Financing). If any portion of the Financing becomes unavailable on the terms and conditions (including the flex provisions) contemplated in the Commitment Letter, Giant shall use its reasonable best efforts to arrange and obtain in consultation with BCH and with BCH’s prior written consent (which consent shall not be unreasonably conditioned, withheld or required delayed), alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by CFIUSthis Agreement on terms no less favorable to Newco (after giving effect to the transactions contemplated by this Agreement and as determined in the reasonable judgment of Giant in consultation with BCH and with BCH’s prior written consent (which consent shall not be unreasonably conditioned, withheld or delayed)) than those in the Commitment Letter (including the flex provisions) as promptly as practicable following the occurrence of such event. Giant shall give BCH prompt notice (but in any event not later than 24 hours after the occurrence) of any material breach by any party to preserve business confidential informationthe Commitment Letter or of any condition not likely to be satisfied, in each case, of which Giant becomes aware or any termination of the Commitment Letter. Giant shall consult with BCH on all material aspects of the Financing and keep BCH informed on a current basis of the status of its efforts to arrange the Financing. (f) Notwithstanding anything Prior to the contrary contained hereinClosing, the Parties agree that they will jointly devise the strategy for all filingsBCH shall provide to Giant, notificationsand shall cause its Subsidiaries to, submissions and communications shall cause its Representatives to, provide to Giant cooperation reasonably requested by Giant in connection with the arrangement of the Financing, including (i) participating in lender meetings and presentations, due diligence sessions and sessions with rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, bank information memoranda and similar documents required in connection with the Financing, (iii) facilitating the pledging of collateral as may be reasonably requested by Giant and (iv) taking all actions reasonably necessary to (A) permit the lenders under the Commitment Letter to conduct a commercial finance examination and inventory appraisal for the purpose of establishing collateral arrangements; provided, however, that such access and information shall only be provided to the extent that in the reasonable judgment of BCH such access or the provision of such information would not violate applicable Law; provided, further, that neither BCH nor any filingof its Subsidiaries shall be required to commit to take any action that is not contingent upon the Closing (including the entry into any purchase agreement). None of BCH or any of its Subsidiaries shall be required 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 prior to the Effective Time. Giant shall, noticepromptly upon request by BCH, petitionreimburse BCH for all reasonable out-of-pocket costs incurred by BCH or its Subsidiaries in connection with such cooperation (excluding the fees of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP). If the Closing does not occur, statementGiant shall indemnify and hold harmless BCH, registrationits Subsidiaries, submission and their respective Representatives for 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 informationthe Financing (excluding the fees of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP in connection with such cooperation, application or similar filing subject to other than such fees incurred in connection with the enforcement of this Section 5.9provision) and any information utilized in connection therewith.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior to Each Investor and the Closing, and subject to Section 5.5 through 5.8 and Section 5.18, Rowan and Ensco shall Company will use their respective reasonable best efforts efforts, as promptly as possible, to take, take or cause to be taken, taken all actions, action and to do, do or cause to be done, done all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transaction, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action transactions contemplated by this Agreement, and (iv) including the execution and delivery satisfaction on a timely basis of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfersClosing within their respective control. (b) In furtherance Each Investor and not the Company will (i) as soon as practicable after the date hereof, (A) file (on a confidential basis if reasonably requested by a party and permitted under Applicable Law) such applications, notices, registrations and requests as may be required or advisable to be filed by it with any Governmental Authority as set forth in limitation Section 4.3 of the other covenants contained Company Disclosure Letter in this Section 5.9order to consummate the transactions contemplated hereby, each of Ensco and Rowan shall (B) use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary. (c) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or orders and approvals of, or any exemptions by, any of all such Governmental Entity undertaken pursuant Authorities referred to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party preceding clause (or its counselA) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity with respect to the Transaction, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iiiC) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to takesatisfy all conditions, undertakings and requirements as may be necessary or cause appropriate to obtain all such consents, authorizations, orders and approvals or as may be takenset forth therein, all actions(ii) subject to Applicable Law restricting the exchange of such information, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance furnish the other parties hereto with 31 C.F.R. Part 800 and the DPA, and after prompt resolution copies of all questions documents and comments correspondence (x) prepared by or on behalf of such party for submission to any Governmental Authority and (y) received by or on behalf of such party from CFIUS on such draftany Governmental Authority, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shalleach case, in connection with the transactions contemplated hereby and (iii) subject to Applicable Law, use its reasonable best efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each and keep the other parties hereto informed as to the status of such matters. (c) To the extent that any Third Party Consent is required under any Contract in connection with the CFIUS Noticeconsummation of the transactions contemplated by this Agreement, including by allowing the other Company and each Investor shall use their reasonable best efforts to obtain such Third Party to have a reasonable opportunity to review in advance and comment Consent on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies prior to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential informationClosing Date. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior to Each of Apollo and the Closing, and subject to Section 5.5 through 5.8 and Section 5.18, Rowan and Ensco Sellers shall use their respective its reasonable best efforts to taketo, as promptly as possible, take or cause to be taken, taken all actions, action and to do, do or cause to be done, done all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transactiontransactions contemplated by this Agreement, including the satisfaction on a timely basis of the conditions to the Closing within their respective control. Each of Apollo and the Sellers shall use its reasonable best efforts to, as promptly as practicable and in no event later than ten (10) Business Days after the date hereof, file all documents and information required in connection with obtaining FINRA Approval (the “FINRA Notice”). (b) Without limiting the generality of Section 4.3(a) hereof, each of Apollo and the Sellers shall (i) as soon as practicable after the date hereof, (A) file (on a confidential basis if reasonably requested by a party and permitted under Applicable Law) such applications, notices, registrations and requests as may be required or advisable to be filed by it with any Governmental Authority as set forth in Section 4.3 of the Seller Disclosure Letter in order to consummate the transactions contemplated hereby, (B) use its reasonable best efforts to obtain all consents, authorizations, orders and approvals of all such Governmental Authorities referred to in the preceding clause (A) and (C) use its reasonable best efforts to satisfy all conditions, undertakings and requirements as may be necessary or appropriate to obtain all such consents, authorizations, orders and approvals or as may be set forth therein, (ii) subject to Applicable Law restricting the exchange of such information, furnish the other parties hereto with copies of all documents and correspondence (x) prepared by or on behalf of such party for submission to any Governmental Authority and (y) received by or on behalf of such party from any Governmental Authority, in each case, in connection with the transactions contemplated hereby and (iii) subject to Applicable Law, use its reasonable best efforts to consult with and keep the other parties hereto informed as to the status of such matters. Subject to Applicable Law, to the extent that any application, notice, registration or request so filed by any party contains any significant information relating to the other parties hereto or any Subject Company, prior to submitting such application, notice, registration or request to any Governmental Authority, such party shall permit the other parties to review such information and shall consider in good faith the suggestions of such other parties with respect thereto. (c) Without limiting the generality of Section 4.3(a) hereof, and subject to Applicable Law, each of Apollo and the Sellers will use reasonable best efforts to cooperate with the others in the preparation and filing of all formsany applications, notices, registrations and notices required responses to be filed to consummate the Transaction and the provision of requests for additional information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any from Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries Authorities in connection with the Transaction or the taking of any action transactions contemplated by this Agreement, including providing such information as may be reasonably necessary for inclusion in such applications, notices, registrations and (iv) responses. Each of Apollo and the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco Sellers shall use reasonable best efforts to fulfill all conditions precedent agree to any requirements of or remedies imposed by the Transaction and applicable Governmental Authority; provided that in no case shall not take Apollo or any action after the date of this Agreement its Affiliates be required to agree to any FINRA Burdensome Condition or such remedies or requirements that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposingwould be materially adverse to Apollo and its Affiliates, negotiatingincluding, committing to and effecting, by consent decree, hold separate order, or otherwiseafter the Closing, the saleSubject Companies, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to involves divestiture of an existing business of Apollo or any of its business or operations unless the effectiveness of such agreement or action is conditioned upon Affiliates, including, after the Closing; provided further, however, that notwithstanding the Subject Companies (each of the foregoing, each a “Burdensome Condition”). Each of Ensco Apollo and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary. (c) Except as prohibited by applicable Law, Rowan and Ensco Sellers shall each keep promptly advise the other apprised of the status of matters parties upon receiving any communication relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, transactions contemplated by this Agreement or any exemptions by, any Governmental Entity undertaken Ancillary Agreement or otherwise materially affecting its ability to timely consummate the transactions contemplated by this Agreement pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication terms hereof from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity with respect to the Transaction, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concernsAuthority. (d) Rowan The Sellers shall not, and Ensco shall cause their Subsidiaries not to, (i) effect the sale of any their respective assets or Equity Securities if such sale would subject the transactions contemplated by this Agreement to lender consent under the RCAP Credit Facilities, or (ii) enter into any Contract or other arrangement, whether oral or written, to effect any transaction (including any acquisition or merger) that would require Sellers obtain any additional Third Party Consent or consent, authorization, order or approval of any Governmental Authority that would, in either case, reasonably be expected to prevent or materially delay the ability of the Sellers to complete the transaction contemplated by this Agreement or perform their obligations hereunder. (e) To the extent that any Third Party Consent is required under any Contract in connection with the consummation of the transactions contemplated by this Agreement, the Sellers and the Subject Companies shall use their reasonable best efforts to obtain such Third Party Consent on or prior to the Closing Date. Notwithstanding anything to the contrary herein, the Sellers and the Subject Companies shall not agree to any economic concessions (iincluding any fee reduction or waiver, increase in payments or seller commissions, new non-cash compensation arrangement, reimbursement obligation, expense cap or similar offset or arrangement, or any reduction in commitment amount, investment period or fund term), except as set forth on Section 4.3(e) fileof the Seller Disclosure Letter, without the written consent of Apollo in its sole discretion, which consent shall not be unreasonably withheld, conditioned or delayed. (f) The Sellers shall use their commercially reasonable efforts to, as promptly as practicable, but enter into the StratCap Waiver, in any event no later a form reasonably acceptable to Apollo, with Strategic Capital Companies, LLC and Cxxxxx Validus Holdings I, LLC; provided that, if, after exercising commercially reasonably efforts for a period of not less than ten business days after the date of this Agreement, all notifications required under the HSR Act; and ninety (ii90) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entitydays, the Parties Sellers reasonably determine that they will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts unable to obtain the CFIUS ClearanceStratCap Waiver, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to Sellers will have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of no further obligation under this Section 5.9(e4.3(f) subject to confidentiality considerations contemplated by seek the DPA or required by CFIUS, or to preserve business confidential informationStratCap Waiver. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior to Upon the Closing, terms and subject to Section 5.5 through 5.8 the conditions set forth in this Agreement, each of Parent, Merger Sub and Section 5.18, Rowan and Ensco their respective Subsidiaries shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things actions that are necessary, proper or advisable under any applicable Laws to consummate and make effective effective, in the Transactionmost expeditious manner practicable, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction Merger and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the obtaining of all permits, waivers, consents, approvals and actions or non-actions required of Parent and/or Merger Sub, as applicable, from Governmental Authorities and the making of all necessary registrations and filings with Governmental Authorities, including filings under the applicable Antitrust Law, and the taking of all steps necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities; (ii) promptly execute and file, or join the Company in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority which may be required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement; (iii) the obtaining of all consents or waivers from third parties required pursuant to material contracts to which Parent and/or Merger Sub is a party; and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction Merger and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance Parent and not Merger Sub shall (i) as soon as reasonably practicable (and in limitation of any event within ten (10) Business Days following the other covenants contained in this Section 5.9, each of Ensco Original Agreement Date) file with the FTC and Rowan shall use its reasonable best efforts to take, or cause to be taken, any the DOJ the notification and all steps and to make, or cause to be made any and all undertakings necessary to resolve objectionsreport form, if any, that required for the transactions contemplated hereby and to supply as promptly as practicable any Relevant Authority may assert supplemental information requested in connection therewith pursuant to the HSR Act and (ii) as soon as reasonably practicable make all filings under other applicable Antitrust Laws, if any, required for the transactions contemplated hereby, and shall take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting period under the HSR Act and the applicable Antitrust Laws. Any such antitrust notification and report form or filing and supplemental information shall be in substantial compliance with the requirements of the HSR Act or the applicable Antitrust Laws, as the case may be. Parent and Merger Sub shall use their reasonable best efforts to comply promptly with any inquiries or requests for additional information from the FTC, the DOJ, and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, Governmental Authority having jurisdiction and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s such actions as are necessary or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order advisable to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing prompt approval of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid consummation of the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under transactions contemplated by this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured Agreement by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest Authority or otherwise dispose expiration of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessaryapplicable waiting periods. (c) Except as prohibited In the event that any administrative or judicial action or proceeding is instituted by applicable Lawa Governmental Authority or private party challenging the Merger or any other transaction contemplated by this Agreement, Rowan or any other agreement contemplated hereby, the Parent and Ensco Merger Sub shall each keep cooperate in all respects with the Company and shall contest and resist any such action or proceeding and seek to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that could prohibit, prevent or restrict consummation of the Merger and the other apprised transactions contemplated by this Agreement, including promptly appealing any adverse court or administrative decision. (d) Subject to Applicable Law and the instructions of any Governmental Authority, Parent and Merger Sub shall (i) supply the status of matters relating to Company with any information and reasonable assistance that the completion of the Transaction and work cooperatively Company may reasonably request in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to 7.2 or the Closing, each Party shall Company’s obligations under Section 6.3 and (ii) promptly consult provide outside counsel for the Company with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case copies of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party Parent or Merger Sub, and all correspondence between Parent and Merger Sub (and its advisors) with any Governmental Entity or Authority, or, in connection with any proceeding by a private party, and any other information supplied by such Party to, or correspondence with, party and such party’s Affiliates to a Governmental Entity Authority in connection with this Agreement and the Transactiontransactions contemplated by this Agreement. Each Party Subject to Applicable Law, Parent and Merger Sub shall promptly inform permit outside counsel for the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party Company reasonable opportunity to review and discuss in advance, and shall consider in good faith the views of the other Party Company in connection with, any proposed written or, if practicable, oral communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from to any Governmental Entity with respect Authority relating to the Transaction, then such Party will use reasonable best efforts transactions contemplated by this Agreement. Each of Parent and Merger Sub agrees not to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any substantive meeting or teleconference discussion, either in person or by telephone, with any Governmental Entity where material issues would likely be discussed Authority in connection with the transactions contemplated by this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, unless it consults with the other Party Company in advance and, to the extent permitted not prohibited by such Governmental EntityAuthority, gives the other Party Company the opportunity to attend and participate thereatparticipate. Each Party shall furnish Notwithstanding anything to the other Party contrary in this Agreement, neither Parent nor Merger Sub will be required to share with copies of all correspondencethe Company any information that (I) does not relate to the Company and its Subsidiaries, filings and communications or (and memoranda setting forth the substance thereofII) between it and any such Governmental Entity reveals Parent’s (or its affiliates’) valuation or negotiating strategy with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response processtransactions contemplated hereby. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential information. (f) Notwithstanding anything to the contrary contained hereinin this Agreement, (i) neither the Company nor any of its Subsidiaries shall, without Parent’s prior written consent, and neither Parent nor any of its Subsidiaries shall, without the Company’s prior written consent, discuss or commit to any extension of any waiting period under any Applicable Law or any agreement not to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) in no event shall the Company or any of its Subsidiaries be permitted to (and in no event shall Parent or Merger Sub or any of their respective Affiliates be required to) offer or agree to sell or otherwise dispose of, or hold separate, agree to conduct, license or otherwise limit the use of any of the assets, categories of asset or businesses or other segments of the Company or Parent or either’s respective Subsidiaries or Affiliates or to agree to any other restriction or condition that would reasonably be expected to materially and adversely affect the operation of the business of the Company, Parent or either’s respective Subsidiaries or Affiliates, and (iii) Parent and Merger Sub shall not be required to, make or agree to any payments or other consideration to any third party, or agree to modify the terms of any Contract, waive any right or grant any concession, in each case, to obtain any consent, waiver or release. (f) Parent represents and warrants that Parent and its HSR Affiliates and HSR Associates do not own any interest in assets or a business that would reasonably be expected to cause execution of this Agreement or consummation of the transactions contemplated hereby to result in any legislative, administrative or judicial action (including any suit instituted (or threatened to be instituted) by the FTC, the Parties agree DOJ or any other applicable Governmental Authority or any private party) challenging any of the transactions contemplated hereby as violative of the HSR Act or any Antitrust Laws or that they will jointly devise would otherwise reasonably be expected to materially impair or delay the strategy for all filingssatisfaction of the condition set forth in in Section 8.1(a). Without limiting any other obligation under this Agreement, notificationsduring the period from the date of this Agreement until the satisfaction of the condition in Section 8.1(a), submissions Parent shall not, and communications shall cause its Subsidiaries and HSR Affiliates and HSR Associates to not, enter into any commitment, undertaking, obligation, or agreement to acquire any material amounts of assets of or equity in connection with any filing, notice, petition, statement, registration, submission other Person or any business or division thereof if such acquisition or agreement would be reasonably expected to create a material risk of information, application making it more difficult to obtain Consent of the FTC or similar filing subject the DOJ or any other Governmental Authority required to this satisfy the condition set forth in Section 5.98.1(a).

Reasonable Best Efforts; Regulatory Approvals. (a) Prior to Upon the Closing, terms and subject to Section 5.5 through 5.8 the conditions set forth in this Agreement, the Company and Section 5.18, Rowan and Ensco its Subsidiaries shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things actions that are necessary, proper or advisable under any applicable Laws to consummate and make effective effective, in the Transactionmost expeditious manner practicable, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction Merger and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the obtaining of all permits, waivers, consents, approvals and actions or non-actions required of the Company from Governmental Authorities and the making of all necessary registrations and filings with Governmental Authorities, including filings under applicable Antitrust Law, and the taking of all steps necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities; (ii) promptly execute and file, or join Parent in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority which may be required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement; (iii) the obtaining of all consents or waivers from third parties required pursuant to Company Material Contracts; and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction Merger and to fully carry out the purposes of this Agreement. Additionally, Rowan (b) The Company shall (i) as soon as reasonably practicable (and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take in any action after event within ten (10) Business Days following the date of this Agreement that would Agreement) file with the United States Federal Trade Commission (the “FTC” ) and the United States Department of Justice (the “DOJ” ) the notification and report form, if any, required for the transactions contemplated hereby and to supply as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Act and (ii) as soon as reasonably be expected practicable (and in any event within ten (10) Business Days following the date of this Agreement) make all filings under other applicable Antitrust Laws, if any, required for the transactions contemplated hereby, and shall take all other actions necessary, proper or advisable to materially delay cause the obtaining of, expiration or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result termination of the execution applicable waiting period under the HSR Act and the applicable Antitrust Laws. Any such antitrust notification and report form or filing and supplemental information shall be in substantial compliance with the requirements of this Agreement the HSR Act or the consummation of applicable Antitrust Laws, as the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan case may be. The Company shall use its reasonable best efforts (i) to takecomply promptly with any inquiries or requests for additional information from the FTC, or cause to be takenthe DOJ, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, Governmental Authority having jurisdiction and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s such actions as are necessary or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order advisable to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing prompt approval of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid consummation of the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under transactions contemplated by this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured Agreement by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest Authority or otherwise dispose expiration of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessaryapplicable waiting periods. (c) Except as prohibited In the event that any administrative or judicial action or proceeding is instituted by applicable Lawa Governmental Authority or private party challenging the Merger or any other transaction contemplated by this Agreement, Rowan or any other agreement contemplated hereby, the Company shall cooperate in all respects with Parent and Ensco Merger Sub and shall each keep vigorously contest and resist any such action or proceeding and seek to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that could prohibit, prevent or restrict consummation of the Merger and the other apprised transactions contemplated by this Agreement, including promptly appealing any adverse court or administrative decision. (d) Subject to Applicable Law and the instructions of any Governmental Authority, the status of matters relating to the completion of the Transaction Company shall (i) supply Parent and work cooperatively Merger Sub with any information and reasonable assistance that Parent or Merger Sub may reasonably request in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall 6.3 or Parent and Merger Sub’s obligations under Section 7.2; and (ii) promptly consult provide outside counsel for Parent with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case copies of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party the Company, and all correspondence between the Company (and its advisors) with any Governmental Entity or Authority, or, in connection with any proceeding by a private party, and any other information supplied by such Party to, or correspondence with, party and such party’s Affiliates to a Governmental Entity Authority in connection with this Agreement and the Transactiontransactions contemplated by this Agreement. Each Party Subject to Applicable Law, the Company shall promptly inform the other Party, permit outside counsel for Parent and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party Merger Sub reasonable opportunity to review and discuss in advance, and shall consider in good faith the views of the other Party Parent and Merger Sub in connection with, any proposed written or, if practicable, oral communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from to any Governmental Entity with respect Authority relating to the Transaction, then such Party will use reasonable best efforts transactions contemplated by this Agreement. The Company agrees not to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any substantive meeting or teleconference discussion, either in person or by telephone, with any Governmental Entity where material issues would likely be discussed Authority in connection with the transactions contemplated by this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, unless it consults with the other Party Parent and Merger Sub in advance and, to the extent permitted not prohibited by such Governmental EntityAuthority, gives the other Party Parent and Merger Sub the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response processparticipate. (e) In furtherance and not in limitation Notwithstanding the foregoing, prior to Closing neither the Company nor any of its Subsidiaries shall be required, nor shall the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS Company or any other agency or branch of its Subsidiaries be permitted without the U.S. government in connection with the CFIUS review or investigation prior consent of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shallParent, in connection with the efforts to obtain the CFIUS Clearance, respect of any provision of this Agreement (i) cooperate in all respects and consult with each to pay or offer to pay any fees, expenses or other in connection with the CFIUS Notice, including by allowing the other Party amounts to have any Governmental Authority or any party to a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i)Contract, (ii) and to suspend or modify or offer to suspend or modify its operations, or divest any portion of its assets, or (iii) of this Section 5.9(eoffer or grant or propose to offer or grant any accommodation (financial or otherwise) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential informationany third party. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Each of the parties hereto agrees to the Closinguse its reasonable best efforts, and subject to Section 5.5 through 5.8 and Section 5.18cooperate with each other party hereto, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper appropriate or advisable under any applicable Laws desirable to consummate and make effective effective, in the Transactionmost expeditious manner practicable, the Merger and the other Transactions, including the satisfaction of the respective conditions set forth in Article VII, and including to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting completely the consummation of the Merger and the other Transactions. (ib) From the preparation date of this Agreement, through the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, none of Castlight and filing the Merger Sub nor any of all formstheir controlled Affiliates shall acquire or agree to acquire by merging or consolidating with, registrations and notices required or by purchasing any equity interest in or assets of, or by any other manner, any business or any Person that competes with Jiff if such acquisition would reasonably be expected to be filed present a material risk of delaying the Effective Time or making it materially more difficult to consummate the Transaction Merger. (c) As promptly as practicable after Castlight and Jiff jointly determine that doing so is required, Castlight and Jiff shall execute and file, or join in the execution and filing of, any application, notification (including the provision of any required information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each or other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material document that may be required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Applicable Law designed to prohibit, restrict or regulate actions for having the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, the “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain the authorization, approval or consent of any Governmental Entity, or expiration or termination of the applicable waiting periods under such Antitrust Laws, that may be reasonably required, or that Castlight may reasonably request to be made, in connection with the consummation of the Merger and the other Transactions. Castlight and Jiff shall each use their respective reasonable best efforts to obtain, and to cooperate with each other to obtain promptly, all approvals such authorizations, approvals, consents, expirations and consents required directly terminations, and Castlight and Jiff shall each pay an equal share of any filing fees associated therewith. (d) Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed that: (i) Castlight shall not have any obligation to litigate or indirectly under contest any Legal Proceeding challenging any of the Transactions as violative of any Antitrust Law and (ii) Castlight shall be under no obligation to proffer, make proposals, negotiate, execute, carry out or Foreign Investment Lawssubmit to agreements or Orders providing for (A) the sale, transfer, license, divestiture, encumbrance or to avoid other disposition or holding separate (through the commencement establishment of a trust or otherwise) of any action assets, categories of assets, operations or categories of operations of Castlight or any of its Affiliates or of Jiff, (B) the discontinuation of any product or service of Castlight or any of its Affiliates or of Jiff, (C) the licensing or provision of any technology, software or other Intellectual Property of Castlight or any of its Affiliates or of Jiff to prohibit any Person, (D) the Closing imposition of any limitation or regulation on the ability of Castlight or any of its Affiliates to freely conduct their business or own their respective assets or (E) the holding separate of the Transaction under shares of Company Capital Stock or any Antitrust Law limitation or Foreign Investment Laws, regulation on the ability of Castlight or any of its Affiliates to avoid exercise full rights of ownership of the entry of, shares of Company Capital Stock (any one or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding more of the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessaryan “Antitrust Restraint”). (ce) Except as prohibited by applicable Law, Rowan Each of Castlight and Ensco shall each keep the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party Jiff shall promptly inform the other Party, of any material communication between such party and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding any of the TransactionTransactions. Subject to Applicable Law relating to the exchange of information, Castlight shall have the right (i) to direct all matters with any Governmental Entity relating to the Transactions and permit the other Party (ii) to review and discuss in advance, and direct the revision of, any filing, application, notification or other document to be submitted by Jiff to any Governmental Entity under any Antitrust Law; provided that, to the extent practicable, Castlight shall consult with Jiff and consider in good faith the views of Jiff with respect to the other Party information related to Jiff that appears in connection with, any proposed communication with any such Governmental Entityfiling, application, notification or other document. If any Party Castlight or any Representative Affiliate of such Party Castlight receives a any formal or informal request for additional supplemental information or documentary material, or other request for information, material from any Governmental Entity with respect to any of the TransactionTransactions, then such Party will use reasonable best efforts to make, Castlight shall make or cause to be made, promptly and after consultation with the other Partyas soon as reasonably practicable, an appropriate a response in substantial compliance with such request. Neither Party If Jiff or any Affiliate of Jiff receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then Jiff shall make or cause to be made, a response in compliance with such request. Jiff shall not, without the prior written consent of Castlight, (A) permit any of Jiff’s Representatives to participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and relating to the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it Transactions unless Jiff consults with the other Party Castlight in advance and, to the extent permitted by such Governmental Entity, gives the other Party grants Castlight the opportunity to attend and participate thereat. Each Party shall furnish lead the other Party with copies of all correspondencediscussions at such meeting or (B) proffer, filings and communications (and memoranda setting forth the substance thereof) between it and make proposals, negotiate, execute, carry out or submit to any such Governmental Entity with respect to this Agreement and the Transactionagreements or Orders providing for any actions that would constitute an Antitrust Restraint; provided that Jiff shall, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information if directed by Castlight, agree to any such Governmental Entity; provided, however, action that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning is conditioned on the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation consummation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential informationMerger. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Each of the parties hereto agrees to the Closinguse its reasonable best efforts, and subject to Section 5.5 through 5.8 and Section 5.18cooperate with each other party hereto, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper appropriate or advisable under any applicable Laws desirable to consummate and make effective effective, in the Transactionmost expeditious manner practicable, the Merger and the other Transactions, including the satisfaction of the respective conditions set forth in Article VI, and including to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting completely the consummation of the Merger and the other Transactions. (ib) As promptly as practicable after the preparation Agreement Date (unless already completed prior to the Agreement Date), Acquirer and the Company shall, or shall cause their “ultimate parent entity” as that term is defined in the HSR Act to, execute and file, or join in the execution and filing of all formsof, registrations and notices required to be filed to consummate the Transaction and any application, notification (including the provision of any required information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each or other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material document that may be required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Applicable Law designed to prohibit, restrict or regulate actions for having the purpose or effect of substantially lessening competition, monopolization or restraint of trade or reduction of competition (collectivelycollectively with the HSR Act, the “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly the authorization, approval or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement consent of any Governmental Entity Entity, or expiration or termination of the applicable waiting periods under such Antitrust Laws, that may be reasonably required, or that Acquirer may reasonably request to sellbe made, divest or otherwise dispose in connection with the consummation of the Transactions. Acquirer and the Company shall each use their respective reasonable best efforts to obtain, and to cooperate with each other to obtain promptly, all such authorizations, approvals, consents, expirations and terminations, and Acquirer shall pay the full amount of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessaryfiling fees associated therewith. (c) Except as prohibited by applicable LawNotwithstanding anything to the contrary herein, Rowan it is expressly understood and Ensco agreed that: (i) neither Acquirer nor the Company shall each keep the other apprised have any obligation to litigate or contest any Legal Proceeding challenging any of the status Transactions as violative of matters relating any Antitrust Law and (ii) Acquirer shall be under no obligation to proffer, make proposals, negotiate, execute, carry out or submit to agreements or Orders providing for (A) the completion sale, transfer, license, divestiture, encumbrance or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, categories of assets, operations or categories of operations of Acquirer or any of its Affiliates or of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, Company or any exemptions byof the Subsidiaries, (B) the discontinuation of any Governmental Entity undertaken pursuant to the provisions product or service of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity Acquirer or any of its Affiliates or of the Company or any of the Subsidiaries, (C) the licensing or provision of any technology, software or other information supplied by such Party toIntellectual Property of Acquirer or any of its Affiliates or of the Company or any of the Subsidiaries to any Person, (D) the imposition of any limitation or correspondence withregulation on the ability of Acquirer or any of its Affiliates to freely conduct their business or own their respective assets, a Governmental Entity in connection with this Agreement (E) the holding separate of the shares of Company Capital Stock or any limitation or regulation on the ability of Acquirer or any of its Affiliates to exercise full rights of ownership of the shares of Company Capital Stock or (F) any actions that are not conditioned on the occurrence of the Closing (any one or more of the foregoing actions, an “Antitrust Restraint”). (d) Each of Acquirer and the Transaction. Each Party Company shall promptly inform the other Party, of any material communication between such party and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding any of the TransactionTransactions. Subject to Applicable Law relating to the exchange of information, Acquirer shall have the right (i) to determine strategy and permit direct all matters with any Governmental Entity relating to the other Party Transactions and (ii) to review and discuss in advanceadvance any filing, application, notification or other document (other than any documentary attachments required under the HSR Act) to be submitted by the Company to any Governmental Entity under any Antitrust Law; provided that, to the extent practicable, Acquirer shall consult with the Company and consider in good faith the views of the other Party Company with respect to the information related to the Company that appears in connection with, any proposed communication with any such Governmental Entityfiling, application, notification or other document. If any Party Acquirer or any Representative Affiliate of such Party Acquirer receives a any formal or informal request for additional supplemental information or documentary material, or other request for information, material from any Governmental Entity with respect to any of the TransactionTransactions, then such Party will use reasonable best efforts to make, Acquirer shall make or cause to be made, promptly and after consultation with the other Partyas soon as reasonably practicable, an appropriate a response in substantial compliance with such request. Neither Party shall participate in If the Company or any meeting of the Subsidiaries or teleconference with any Governmental Entity where Affiliate of the Company or any of the Subsidiaries receives any formal or informal request for supplemental information or documentary material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and from any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9Transactions, each of Ensco and Rowan then the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, make or cause to be made, a draft CFIUS Notice response in accordance compliance with 31 C.F.R. Part 800 such request. Neither Acquirer nor the Company or any of their respective subsidiaries shall, without the prior written consent of the other party, participate in or permit any of its or any of its subsidiaries’ respective Representatives to participate in any telephonic, in-person, or other meeting with any Governmental Entity relating to the Transactions without the other party unless the Governmental Entity objects to such participation by the other party. The Company or any of the Subsidiaries shall not without the prior written consent of Acquirer proffer, make proposals, negotiate, execute, carry out or submit to any agreements or Orders providing for any actions that would constitute an Antitrust Restraint; provided that the Company or any of the Subsidiaries shall, if directed by Acquirer, agree to any such action that is conditioned on the consummation of the Merger. Without limiting the generality of the foregoing, each party shall provide to the other (or the other’s respective Representatives) upon request copies of all correspondence between such party and any Governmental Entity relating to the Transactions. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 5.4 as “outside counsel only.” Such materials and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which information contained therein shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated given only to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch outside counsel of the U.S. government in connection with the CFIUS review recipient and will not be disclosed by such outside counsel to employees, officers, or investigation directors of the Transactionrecipient without the advance written consent of the party providing such materials. Subject to Applicable Law, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco parties will consult and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the CFIUS Notice, including Transactions by allowing the other Party to have a reasonable opportunity to review in advance and comment or on drafts of filings and submissions; (ii) promptly inform the other Party behalf of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential informationparty. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Each of the parties hereto agrees to the Closinguse its reasonable best efforts, and subject to Section 5.5 through 5.8 and Section 5.18cooperate with each other party hereto, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper appropriate or advisable under any applicable Laws desirable to consummate and make effective effective, in the Transactionmost expeditious manner practicable, the Mergers and the other Transactions, including the satisfaction of the respective conditions set forth in Article 6, and including to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting completely the consummation of the Mergers and the other Transactions. (ib) As promptly as practicable after the preparation Agreement Date, Parent and the Company shall execute and file, or join in the execution and filing of all formsof, registrations and notices required to be filed to consummate the Transaction and any application, notification (including the provision of any required information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each or other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material document that may be required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Applicable Law designed to prohibit, restrict or regulate actions for having the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, the “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly the authorization, approval or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement consent of any Governmental Entity Entity, or expiration or termination of the applicable waiting periods under such Antitrust Laws, that may be reasonably required, or that Parent may reasonably request to sellbe made, divest or otherwise dispose in connection with the consummation of the Mergers and the other Transactions. Parent and the Company shall each use their respective reasonable best efforts to obtain, and to cooperate with each other to obtain promptly, all such authorizations, approvals, consents, expirations and terminations, and Parent and the Company shall each pay an equal share of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessaryfiling fees associated therewith. (c) Except as prohibited by applicable LawNotwithstanding anything to the contrary contained herein, Rowan it is expressly understood and Ensco agreed that: (i) Parent shall each keep the other apprised not have any obligation to litigate or contest any Legal Proceeding challenging any of the status Transactions as violative of matters relating any Antitrust Law and (ii) Parent shall be under no obligation to proffer, make proposals, negotiate, execute, carry out or submit to agreements or Orders providing for (A) the completion sale, transfer, license, divestiture, encumbrance or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, categories of assets, operations or categories of operations of Parent or any of its Affiliates or of the Transaction and work cooperatively in connection with obtaining all required consentsCompany, authorizations, Orders (B) the discontinuation of any product or approvals of, service of Parent or any exemptions byof its Affiliates or of the Company, (C) the licensing or provision of any Governmental Entity undertaken pursuant to the provisions technology, software or other Intellectual Property of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity Parent or any other information supplied by such Party toof its Affiliates or of the Company to any Person, (D) the imposition of any limitation or correspondence withregulation on the ability of Parent or any of its Affiliates to freely conduct their business or own their respective assets, a Governmental Entity in connection with this Agreement (E) the holding separate of the shares of Company Capital Stock or any limitation or regulation on the ability of Parent or any of its Affiliates to exercise full rights of ownership of the shares of Company Capital Stock or (F) any actions that are not conditions on the occurrence of the Closing (any one or more of the foregoing, an “Antitrust Restraint”). (d) Each of Parent and the Transaction. Each Party Company shall promptly inform the other Party, of any material communication between such party and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding any of the TransactionTransactions. Subject to Applicable Law relating to the exchange of information, Parent shall have the right (i) to direct all matters with any Governmental Entity relating to the Transactions and permit the other Party (ii) to review and discuss in advance, and direct the revision of, any filing, application, notification or other document to be submitted by the Company to any Governmental Entity under any Antitrust Law; provided that, to the extent practicable, Parent shall consult with the Company and consider in good faith the views of the other Party Company with respect to the information related to the Company that appears in connection with, any proposed communication with any such Governmental Entityfiling, application, notification or other document. If any Party Parent or any Representative Affiliate of such Party Parent receives a any formal or informal request for additional supplemental information or documentary material, or other request for information, material from any Governmental Entity with respect to any of the TransactionTransactions, then such Party will use reasonable best efforts to make, Parent shall make or cause to be made, promptly and after consultation with the other Partyas soon as reasonably practicable, an appropriate a response in substantial compliance with such request. Neither Party If the Company or any Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then the Company shall make or cause to be made, a response in compliance with such request. The Company shall not, without the prior written consent of Parent, (A) permit any of the Company’s Representatives to participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and relating to the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it Transactions unless the Company consults with the other Party Parent in advance and, to the extent permitted by such Governmental Entity, gives the other Party grants Parent the opportunity to attend and participate thereat. Each Party shall furnish lead the other Party with copies of all correspondencediscussions at such meeting or (B) proffer, filings and communications (and memoranda setting forth make proposals, negotiate, execute, carry out or submit to any agreements or Orders providing for any actions that would constitute an Antitrust Restraint; provided that the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the TransactionCompany shall, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information if directed by Xxxxxx, agree to any such Governmental Entity; provided, however, action that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning is conditioned on the valuation consummation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response processFirst Merger. (e) In furtherance Parent shall cause Acquirer and not in limitation of the other covenants contained in Xxxxxx Sub to comply with their respective obligations under this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential informationAgreement. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Each of the parties hereto agrees to the Closinguse its reasonable best efforts, and subject to Section 5.5 through 5.8 and Section 5.18cooperate with each other party hereto, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper appropriate or advisable under any applicable Laws desirable to consummate and make effective effective, in the Transactionmost expeditious manner practicable, the Mergers and the other Transactions, including the satisfaction of the respective conditions set forth in Article 6, and including to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting completely the consummation of the Mergers and the other Transactions. (ib) As promptly as practicable after the preparation Agreement Date, Parent and the Company shall execute and file, or join in the execution and filing of all formsof, registrations and notices required to be filed to consummate the Transaction and any application, notification (including the provision of any required information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each or other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material document that may be required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Applicable Law designed to prohibit, restrict or regulate actions for having the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, the “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly the authorization, approval or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement consent of any Governmental Entity Entity, or expiration or termination of the applicable waiting periods under such Antitrust Laws, that may be reasonably required, or that Parent may reasonably request to sellbe made, divest or otherwise dispose in connection with the consummation of the Mergers and the other Transactions. Parent and the Company shall each use their respective reasonable best efforts to obtain, and to cooperate with each other to obtain promptly, all such authorizations, approvals, consents, expirations and terminations, and Parent and the Company shall each pay an equal share of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessaryfiling fees associated therewith. (c) Except as prohibited by applicable LawNotwithstanding anything to the contrary contained herein, Rowan it is expressly understood and Ensco agreed that: (i) Parent shall each keep the other apprised not have any obligation to litigate or contest any Legal Proceeding challenging any of the status Transactions as violative of matters relating any Antitrust Law and (ii) Parent shall be under no obligation to proffer, make proposals, negotiate, execute, carry out or submit to agreements or Orders providing for (A) the completion sale, transfer, license, divestiture, encumbrance or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, categories of assets, operations or categories of operations of Parent or any of its Affiliates or of the Transaction and work cooperatively in connection with obtaining all required consentsCompany, authorizations, Orders (B) the discontinuation of any product or approvals of, service of Parent or any exemptions byof its Affiliates or of the Company, (C) the licensing or provision of any Governmental Entity undertaken pursuant to the provisions technology, software or other Intellectual Property of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity Parent or any other information supplied by such Party toof its Affiliates or of the Company to any Person, (D) the imposition of any limitation or correspondence withregulation on the ability of Parent or any of its Affiliates to freely conduct their business or own their respective assets, a Governmental Entity in connection with this Agreement (E) the holding separate of the shares of Company Capital Stock or any limitation or regulation on the ability of Parent or any of its Affiliates to exercise full rights of ownership of the shares of Company Capital Stock or (F) any actions that are not conditions on the occurrence of the Closing (any one or more of the foregoing, an “Antitrust Restraint”). (d) Each of Parent and the Transaction. Each Party Company shall promptly inform the other Party, of any material communication between such party and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding any of the TransactionTransactions. Subject to Applicable Law relating to the exchange of information, Parent shall have the right (i) to direct all matters with any Governmental Entity relating to the Transactions and permit the other Party (ii) to review and discuss in advance, and direct the revision of, any filing, application, notification or other document to be submitted by the Company to any Governmental Entity under any Antitrust Law; provided that, to the extent practicable, Parent shall consult with the Company and consider in good faith the views of the other Party Company with respect to the information related to the Company that appears in connection with, any proposed communication with any such Governmental Entityfiling, application, notification or other document. If any Party Parent or any Representative Affiliate of such Party Parent receives a any formal or informal request for additional supplemental information or documentary material, or other request for information, material from any Governmental Entity with respect to any of the TransactionTransactions, then such Party will use reasonable best efforts to make, Parent shall make or cause to be made, promptly and after consultation with the other Partyas soon as reasonably practicable, an appropriate a response in substantial compliance with such request. Neither Party If the Company or any Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then the Company shall make or cause to be made, a response in compliance with such request. The Company shall not, without the prior written consent of Parent, (A) permit any of the Company’s Representatives to participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and relating to the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it Transactions unless the Company consults with the other Party Parent in advance and, to the extent permitted by such Governmental Entity, gives the other Party grants Parent the opportunity to attend and participate thereat. Each Party shall furnish lead the other Party with copies of all correspondencediscussions at such meeting or (B) proffer, filings and communications (and memoranda setting forth make proposals, negotiate, execute, carry out or submit to any agreements or Orders providing for any actions that would constitute an Antitrust Restraint; provided that the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the TransactionCompany shall, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information if directed by Parent, agree to any such Governmental Entity; provided, however, action that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning is conditioned on the valuation consummation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response processFirst Merger. (e) In furtherance Parent shall cause Acquirer and not in limitation of the other covenants contained in Merger Sub to comply with their respective obligations under this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential informationAgreement. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Each of the parties hereto agrees to the Closinguse its reasonable best efforts, and subject to Section 5.5 through 5.8 and Section 5.18cooperate with each other party hereto, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper appropriate or advisable under any applicable Laws desirable to consummate and make effective effective, in the Transactionmost expeditious manner practicable, the Merger and the other Transactions, including the satisfaction of the respective conditions set forth in Article VI, and including to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting completely the consummation of the Merger and the other Transactions. (ib) As promptly as practicable after the preparation Agreement Date, but in no event later than the 5th Business Day after the date of this Agreement, Acquirer and the Company shall execute and file, or join in the execution and filing of all formsof, registrations and notices required to be filed to consummate the Transaction and any application, notification (including the provision of any required information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each or other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material document that may be required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Applicable Law designed to prohibit, restrict or regulate actions for having the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, the “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly the authorization, approval or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement consent of any Governmental Entity Entity, or expiration or termination of the applicable waiting periods under such Antitrust Laws, that may be reasonably required, or that Acquirer may reasonably request to sellbe made, divest or otherwise dispose in connection with the consummation of any businesses, assets, equity interests, product lines or properties of Ensco the Merger and Rowan (or any of the other Transactions. Acquirer and the Company shall each use their respective Subsidiaries) or any equity interest in any joint venture held by Ensco reasonable best efforts to obtain, and Rowan (or any of their respective Subsidiaries) prior to the End Datecooperate with each other to obtain promptly, including through litigationall such authorizations, if necessaryapprovals, consents, expirations and terminations. (c) Except as prohibited by applicable LawNotwithstanding anything to the contrary contained herein, Rowan it is expressly understood and Ensco agreed that: (i) Acquirer shall each keep the other apprised not have any obligation to litigate or contest any Legal Proceeding challenging any of the status Transactions as violative of matters relating any Antitrust Law and (ii) Acquirer shall be under no obligation to proffer, make proposals, negotiate, execute, carry out or submit to agreements or Orders providing for the completion (A) sale, transfer, license, divestiture, encumbrance or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, categories of assets, operations or categories of operations of Acquirer or any of its Affiliates or of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders Company or approvals of, (B) the imposition of any limitation or regulation on the ability of Acquirer or any exemptions by, any Governmental Entity undertaken pursuant of its Affiliates to the provisions freely conduct their business or own their respective assets (an “Antitrust Restraint”). (d) Each of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement Acquirer and the Transaction. Each Party Company shall promptly inform the other Party, of any material communication between such party and if in writing, furnish any Governmental Entity regarding any of the other Party (Transactions. If Acquirer or its counsel) with copies any Affiliate of (or, in the case of oral communications, advise the other Party (Acquirer receives any formal or its counsel) orally of) any communication informal request for supplemental information or documentary material from any Governmental Entity regarding with respect to any of the TransactionTransactions, then Acquirer shall make or cause to be made, as soon as reasonably practicable, a response in compliance with such request. If the Company or any Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then the Company shall make or cause to be made, a response in compliance with such request. Each party hereto will consult and permit cooperate with the other Party to review parties and discuss in advance, and will consider in good faith the views of the other Party parties in connection withwith any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Transactions. Notwithstanding the preceding sentence, Acquirer will have ultimate control over the strategy for facilitating the expiration or termination of the HSR Act waiting period and otherwise obtaining all applicable merger control clearances under the HSR Act or any proposed communication other applicable Antitrust Laws. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such Governmental Entity. If any Party request, inquiry, investigation, action or any Representative of such Party receives a request for additional information or documentary materiallegal proceeding, or other request for information, from any Governmental Entity with respect outside counsel to the Transaction, then such Party each party hereto will use reasonable best efforts to make, or cause to be made, promptly and after consultation with consult the other Partyparty in advance, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unlessif at all practicable, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entitypracticable, gives permit authorized Representatives of the other Party parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding. Acquirer and the opportunity Company will, if at all practicable, and to attend have access to and participate thereat. Each Party shall furnish the be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding, and will supply each other Party with copies of all correspondence, filings and or communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with governmental antitrust authorities, with respect to this Agreement and the TransactionTransactions; provided that to the extent any of the documents or information are commercially or competitively sensitive, and furnish Acquirer or the other Party with such necessary information and reasonable assistance Company, as the other Party case may reasonably request in connection with be, may satisfy its preparation of necessary filings obligations by providing such documents or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party party’s outside antitrust counsel, with the understanding that such antitrust counsel shall not share such documents and information with its client (although such antitrust counsel may use such documents and information in advocating on behalf of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential information. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection its client with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9governmental antitrust authority).

Reasonable Best Efforts; Regulatory Approvals. (a) Prior to the Closing, Company and subject to Section 5.5 through 5.8 and Section 5.18, Rowan and Ensco Buyer shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the TransactionTransaction and enable the Closing to occur as promptly as practicable (and in any event prior to the End Date), including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) subject to Section 5.8(b), taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by RowanCompany, Ensco Buyer or any of their respective Subsidiaries or affiliates in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan Company and Ensco Buyer shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To In furtherance and not in limitation of the other covenants contained in this Section 5.8, to the extent that any third party notices, consents, approvals or waivers under, or the transfers of of, any Contracts or Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), each of the Parties hereto shall use give or cause their respective Subsidiaries to give any notices to third parties, and use, and cause their respective Subsidiaries to use, their reasonable best efforts to obtain such third party consents, approvals or waivers and to effect such transfers, and the Parties shall provide regular updates to each other regarding the status of such efforts. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.95.8 (but subject to the limitations set forth in this Section 5.8(b)), each of Ensco Buyer and Rowan Company shall use its reasonable best efforts efforts, and shall cause each of its Subsidiaries to takeuse their reasonable best efforts, to take or cause to be taken, taken any and all steps and to make, or cause to be made made, any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( (“Foreign Investment Laws”)) as set forth in Section 5.8(b) of the Company Disclosure Schedules, with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws Law that may be asserted by any Relevant Authority with respect to this AgreementAgreement and the transactions contemplated hereby, in each case, so as to enable the Closing to occur as promptly as practicable including (and in any event prior to the End Date), which shall include each of the following actions to the extent required: (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, license, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (Buyer, Company or any of their respective Subsidiaries) Subsidiaries or any equity interest in any joint venture held by Ensco and Rowan (Buyer, Company or any of their respective Subsidiaries), other than, or related to, the ARO JV, Subsidiaries (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan Buyer, Company or any of their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit EnscoBuyer’s or RowanCompany’s (or their respective Subsidiaries’) freedom of action with respect to, or its their respective ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including Buyer, Company or any of their respective Subsidiaries) Subsidiaries or any equity interest in any joint venture held by Ensco and Rowan (Buyer, Company or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case of clauses (i) through (iii), as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action or proceeding to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary. (c) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity with respect to the Transaction, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential information. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.Foreign

Reasonable Best Efforts; Regulatory Approvals. (a) Prior to Upon the Closing, terms and subject to Section 5.5 through 5.8 and Section 5.18, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transaction, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained set forth in this Section 5.96.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary. (c) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity with respect to the Transaction, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant agrees to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper necessary or advisable under any applicable Laws to makeconsummate and make effective the transactions contemplated by this Agreement, as soon as practicable, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary or advisable to cause the conditions to the Closing to be madesatisfied as soon as practicable; and (ii) the obtaining of all necessary or advisable actions or nonactions, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 waivers, consents and approvals from and the DPA, and after prompt resolution making of all questions necessary or advisable registrations and comments received filings with all Governmental Bodies, if any (including the Required Regulatory Approvals). Buyer shall make the initial filing on Form A seeking the Required Regulatory Approval from CFIUS on such draft, preparing the Delaware Department of Insurance promptly following the date hereof (and submitting the final CFIUS Notice, which shall in any event be made promptly after no later than thirty (30) Business Days following the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff hereof). (b) Each Party shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with any filing or submission contemplated under this Section 6.9 and furnish to the CFIUS Notice, including other such information and assistance as may be required or reasonably requested by allowing the other Party in connection with the preparation of any necessary or advisable filings or submissions by it to have a any Governmental Body under applicable Law. Each Party shall provide the other Party with the reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) submissions and consider the other Party’s view in good faith. Each Party shall, to the extent permitted by applicable Law, inform promptly inform the other Party of any material communication made by or on behalf of such Party to, or received by or on behalf of such Party from, any Governmental Body regarding any of the transactions contemplated hereby. Each Party shall, to the extent reasonably practicable and permitted by applicable Law or given by such Party toGovernmental Body, CFIUS(i) in advance, by promptly providing copies notify the other Party, of any meeting with any Governmental Body relating to the transactions contemplated hereby, and reasonably consult with the other Party in scheduling any of any these meetings, (ii) give the other Party an opportunity to participate in such written communicationsmeeting, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit keep the other parties Party reasonably apprised of any material communications with any Governmental Body with respect to review the transactions contemplated hereby. Notwithstanding anything to the contrary in advance this Section 6.9, each Party shall have the right to redact any communication materials, or to require that it gives tothe other Party’s Representatives not attend or participate in any portion of any such meeting, in each case, (x) to address reasonable privilege and confidentiality concerns, including with respect to any personally identifiable information or other sensitive information pertaining to individual persons or any trade secret or competitive information, and consult with each other in advance of any meeting or teleconference with CFIUS, and (y) to the extent not prohibited by CFIUS, give such materials relate to Seller or its Affiliates other than the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential informationAcquired Companies. (fc) Notwithstanding anything to the contrary contained hereinset forth in this Agreement, none of Seller, Buyer or the Equity Investors or any of their respective Affiliates shall be obligated to agree to, or take or refrain from taking, any action or permit or suffer to exist or agree to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions (taken or refrained from being taken), restrictions, conditions, limitations or requirements, would or would reasonably be expected to (i) have a Company Material Adverse Effect, (ii) materially and adversely affect the economic benefits reasonably anticipated by Seller or its Affiliates or Buyer from the transactions contemplated hereby, (iii) restrict or prohibit any lines or types of business in which Seller or its Affiliates, Buyer or its Affiliates or the Equity Investors or any of their respective portfolio companies shall be permitted to engage, (iv) result in the imposition of any arrangement involving the sale, disposition or separate holding of the assets or businesses of any Acquired Company or the assets or businesses of Seller or its Affiliates or any of the Equity Investors or their respective portfolio companies, (v) result in the contribution of capital, maintenance of any specific or minimum rating by a third party rating agency, or entry into or requirement for any guaranty, keep-well, capital maintenance or similar arrangement, by Seller, Buyer, the Equity Investors or any of their respective Affiliates (other than the Acquired Companies) to or of any Acquired Company or, in the case of Seller or its Affiliates, the Reinsurer or (vi) result in a material restriction being placed on the business or properties of the Equity Investors or any of their respective portfolio companies (other than Buyer and its Subsidiaries) (each, a “Burdensome Condition”). If a Governmental Body imposes a Burdensome Condition as a result of or based upon Aquiline’s investment in Buyer or its indirect investment in the Acquired Companies, then Buyer may, at its option, and shall upon the direction of the Seller, cause the Equity Commitment Letter by and between Buyer and Aquiline to be terminated pursuant to the terms thereof and following any such termination, Aquiline shall not be an “Equity Investor” for purposes of this Agreement and shall, for the avoidance of doubt, be disregarded for purposes of determining whether a Burdensome Condition is imposed. (d) Prior to any Party being entitled to invoke a Burdensome Condition, the Parties and their respective Representatives shall confer in good faith for a reasonable period of time in order to (i) exchange and review their respective views and positions as to any Burdensome Condition or potential Burdensome Condition and (ii) discuss and present to, and engage with, the applicable Governmental Body regarding any approaches or actions that would avoid any actual Burdensome Condition or mitigate its impact so it is no longer a Burdensome Condition. (e) Buyer, on the one hand, and Seller, on the other hand, shall each pay their and their Affiliates’ respective filing fees required by any Governmental Body, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the transactions contemplated by this Agreement. (f) With respect to the matters covered in this Section 6.9, the Parties agree that they will jointly devise shall consult in good faith with each other with respect to all strategic decisions and all discussions, negotiations and other proceedings, and coordinate all activities with respect to any consents, approvals, authorizations or waivers of Governmental Bodies necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including determining the strategy for all filingscontesting, notificationslitigating or otherwise responding to objections to, submissions and communications or Actions challenging, the consummation of the transactions contemplated by this Agreement. The Parties shall not permit any of their respective Representatives to make any offer, acceptance or counter-offer to or otherwise engage in connection negotiations or discussions with any filingGovernmental Body with respect to any proposed settlement, noticeconsent decree, petitioncommitment or remedy or, statementin the event of litigation, registrationdiscovery, submission admissibility of informationevidence, application timing or similar filing subject to this Section 5.9scheduling without first discussing such matters with the other Party in good faith and considering such other Party’s views.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior to Upon the Closing, terms and subject to Section 5.5 through 5.8 the conditions set forth in this Agreement, each of Parent, Merger Sub and Section 5.18, Rowan and Ensco their respective Subsidiaries shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things actions that are necessary, proper or advisable under any applicable Laws to consummate and make effective effective, in the Transactionmost expeditious manner practicable, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction Merger and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the obtaining of all permits, waivers, consents, approvals and actions or non-actions required of Parent and/or Merger Sub, as applicable, from Governmental Authorities and the making of all necessary registrations and filings with Governmental Authorities, including filings under the applicable Antitrust Law, and the taking of all steps necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities; (ii) promptly execute and file, or join the Company in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority which may be required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement; (iii) the obtaining of all consents or waivers from third parties required pursuant to material contracts to which Parent and/or Merger Sub is a party; and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction Merger and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance Parent and not Merger Sub shall (i) as soon as reasonably practicable (and in limitation any event within ten (10) Business Days following the date of this Agreement) file with the other covenants contained in this Section 5.9, each of Ensco FTC and Rowan shall use its reasonable best efforts to take, or cause to be taken, any the DOJ the notification and all steps and to make, or cause to be made any and all undertakings necessary to resolve objectionsreport form, if any, that required for the transactions contemplated hereby and to supply as promptly as practicable any Relevant Authority may assert supplemental information requested in connection therewith pursuant to the HSR Act and (ii) as soon as reasonably practicable make all filings under other applicable Antitrust Laws, if any, required for the transactions contemplated hereby, and shall take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting period under the HSR Act and the applicable Antitrust Laws. Any such antitrust notification and report form or filing and supplemental information shall be in substantial compliance with the requirements of the HSR Act or the applicable Antitrust Laws, as the case may be. Parent and Merger Sub shall use their reasonable best efforts to comply promptly with any inquiries or requests for additional information from the FTC, the DOJ, and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, Governmental Authority having jurisdiction and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s such actions as are necessary or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order advisable to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing prompt approval of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid consummation of the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under transactions contemplated by this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured Agreement by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest Authority or otherwise dispose expiration of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessaryapplicable waiting periods. (c) Except as prohibited In the event that any administrative or judicial action or proceeding is instituted by applicable Lawa Governmental Authority or private party challenging the Merger or any other transaction contemplated by this Agreement, Rowan or any other agreement contemplated hereby, the Parent and Ensco Merger Sub shall each keep cooperate in all respects with the Company and shall contest and resist any such action or proceeding and seek to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that could prohibit, prevent or restrict consummation of the Merger and the other apprised transactions contemplated by this Agreement, including promptly appealing any adverse court or administrative decision. (d) Subject to Applicable Law and the instructions of any Governmental Authority, Parent and Merger Sub shall (i) supply the status of matters relating to Company with any information and reasonable assistance that the completion of the Transaction and work cooperatively Company may reasonably request in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to 7.2 or the Closing, each Party shall Company’s obligations under Section 6.3 and (ii) promptly consult provide outside counsel for the Company with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case copies of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party Parent or Merger Sub, and all correspondence between Parent and Merger Sub (and its advisors) with any Governmental Entity or Authority, or, in connection with any proceeding by a private party, and any other information supplied by such Party to, or correspondence with, party and such party’s Affiliates to a Governmental Entity Authority in connection with this Agreement and the Transactiontransactions contemplated by this Agreement. Each Party Subject to Applicable Law, Parent and Merger Sub shall promptly inform permit outside counsel for the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party Company reasonable opportunity to review and discuss in advance, and shall consider in good faith the views of the other Party Company in connection with, any proposed written or, if practicable, oral communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from to any Governmental Entity with respect Authority relating to the Transaction, then such Party will use reasonable best efforts transactions contemplated by this Agreement. Each of Parent and Merger Sub agrees not to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any substantive meeting or teleconference discussion, either in person or by telephone, with any Governmental Entity where material issues would likely be discussed Authority in connection with the transactions contemplated by this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, unless it consults with the other Party Company in advance and, to the extent permitted not prohibited by such Governmental EntityAuthority, gives the other Party Company the opportunity to attend and participate thereatparticipate. Each Party shall furnish Notwithstanding anything to the other Party contrary in this Agreement, neither Parent nor Merger Sub will be required to share with copies of all correspondencethe Company any information that (I) does not relate to the Company and its Subsidiaries, filings and communications or (and memoranda setting forth the substance thereofII) between it and any such Governmental Entity reveals Parent’s (or its affiliates’) valuation or negotiating strategy with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response processtransactions contemplated hereby. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential information. (f) Notwithstanding anything to the contrary contained hereinin this Agreement, (i) neither the Company nor any of its Subsidiaries shall, without Parent’s prior written consent, and neither Parent nor any of its Subsidiaries shall, without the Company’s prior written consent, discuss or commit to any extension of any waiting period under any Applicable Law or any agreement not to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) in no event shall the Company or any of its Subsidiaries be permitted to (and in no event shall Parent or Merger Sub or any of their respective Affiliates be required to) offer or agree to sell or otherwise dispose of, or hold separate, agree to conduct, license or otherwise limit the use of any of the assets, categories of asset or businesses or other segments of the Company or Parent or either’s respective Subsidiaries or Affiliates or to agree to any other restriction or condition that would reasonably be expected to materially and adversely affect the operation of the business of the Company, Parent or either’s respective Subsidiaries or Affiliates, and (iii) Parent and Merger Sub shall not be required to, make or agree to any payments or other consideration to any third party, or agree to modify the terms of any Contract, waive any right or grant any concession, in each case, to obtain any consent, waiver or release. (f) Parent represents and warrants that Parent and its HSR Affiliates and HSR Associates do not own any interest in assets or a business that would reasonably be expected to cause execution of this Agreement or consummation of the transactions contemplated hereby to result in any legislative, administrative or judicial action (including any suit instituted (or threatened to be instituted) by the FTC, the Parties agree DOJ or any other applicable Governmental Authority or any private party) challenging any of the transactions contemplated hereby as violative of the HSR Act or any Antitrust Laws or that they will jointly devise would otherwise reasonably be expected to materially impair or delay the strategy for all filingssatisfaction of the condition set forth in in Section 8.1(a). Without limiting any other obligation under this Agreement, notificationsduring the period from the date of this Agreement until the satisfaction of the condition in Section 8.1(a), submissions Parent shall not, and communications shall cause its Subsidiaries and HSR Affiliates and HSR Associates to not, enter into any commitment, undertaking, obligation, or agreement to acquire any material amounts of assets of or equity in connection with any filing, notice, petition, statement, registration, submission other Person or any business or division thereof if such acquisition or agreement would be reasonably expected to create a material risk of information, application making it more difficult to obtain Consent of the FTC or similar filing subject the DOJ or any other Governmental Authority required to this satisfy the condition set forth in Section 5.98.1(a).

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Subject to the Closingterms and conditions of this Section 6.4, each of the parties hereto agrees to use its reasonable best efforts, and subject to Section 5.5 through 5.8 and Section 5.18cooperate with each other party hereto, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper appropriate or advisable under any applicable Laws desirable to consummate complete and make effective effective, in the Transactionmost expeditious manner practicable, the Transactions, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the provision of information in connection therewith, (ii) the satisfaction of the respective conditions set forth in Article VII, and to consummating execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside completion of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfersTransactions. (b) In furtherance Subject to the terms and not in limitation conditions of this Agreement, Parent, the other covenants contained in this Section 5.9, each of Ensco Sellers and Rowan shall the Company will use its their reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted taken by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, their Affiliates or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary. (c) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity with respect to the Transaction, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions as soon as reasonably practicable after the Agreement Date, including (i) prepare and file, in consultation with the other party and as promptly as reasonably practicable and advisable after the Agreement Date, all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, registrations, permits and authorizations necessary or advisable to be obtained from any Specified Regulatory Authority in order to consummate the Transactions and (ii) subject to Section 6.4(e) below, take all steps as may be reasonably necessary to obtain all waiting period expirations or terminations, registrations, permits and authorizations of any Specified Regulatory Authority. (c) In furtherance and not in limitation of the foregoing, each party agrees (A) to make all necessary applications, notices, petitions and filings required with respect to this Agreement or the Transactions (I) in connection with the pre-merger notification under the HSR Act as promptly as practicable but in no case later than ten (10) Business Days after execution of this Agreement (unless another date is mutually agreed between the parties), (II) in connection with the Specified Regulatory Authorities (other than in the United States) as promptly as reasonably practicable after the execution of this Agreement (unless another date is mutually agreed between the parties), or where the ability to control timing of the application, notice, petition or filing is not within the control of the submitting party, commence pre-submission consultation procedures for, any applications notices, petitions or filings with the Specified Regulatory Authorities (and thereafter make any other required submissions and respond as promptly as reasonably practicable to any requests for additional information or documentary material), (B) that Parent may reasonably determine any other filings that are required to be made or any other consents, approvals, permits or authorizations are required to be obtained from, any Governmental Entity pursuant to a change in any Applicable Law following the Agreement Date and (C) to promptly determine and agree whether any other filings are required or advised to be made with, and whether any other consents, approvals, permits or authorizations are required to be obtained from, including for reason of a change in any Applicable Law following the Agreement Date, any Governmental Entity under any other Applicable Law in connection with the Transactions, and if so, to prepare and file any such filings and to seek any such other consents, approvals, permits or authorizations (the filings described in the foregoing clauses (A), (B) and any filings agreed by the parties pursuant to (C) collectively, the “Regulatory Filings” and any authorizations, clearances, consents, approvals or expiration or early termination of the applicable Laws waiting period with respect to makesuch Regulatory Filings, the “Regulatory Approvals”). Parent shall pay any fees associated with the Regulatory Filings. (d) If any Legal Proceeding is instituted challenging the Transactions as in violation of any Antitrust Law, the parties shall cooperate and use reasonable best efforts to contest and resist any such action, and shall use their reasonable best efforts to support one another in contesting and resisting any such action, and shall use their reasonable best efforts to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other governmental Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, limits or restricts consummation of the Transactions, unless Parent, after good faith consultation with the Sellers, concludes that litigation is not the best strategy for securing the Regulatory Approvals. (e) In furtherance to and not in limitation of the foregoing, Parent, Acquirer, the Sellers and the Company shall use their reasonable best efforts to take or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of taken all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts lawful actions necessary to obtain the CFIUS Clearance, Regulatory Approvals of the Transactions or the expiration or termination of any applicable waiting periods (iand any extension thereof) cooperate in all respects and consult with each other in connection with therewith in order for the CFIUS Notice, including by allowing parties to consummate the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies Transactions prior to the other Party of any such written communications, except for any exhibits to such communications providing Termination Date (as the personal identifying information required by 31 C.F.R. §800.402(c)(6)(visame may be extended); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential information. (f) . Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed that Parent and its Subsidiaries shall be under no obligation to (i) propose, negotiate, commit to, and/or effect, by consent decree, hold separate order, or otherwise, the Parties sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) their assets, properties, or businesses or any assets, properties, or businesses to be acquired pursuant to this Agreement in order to avoid the entry of any lawful decree, judgment, injunction (permanent or preliminary), or any other lawful Order that would make the Transactions unlawful or would otherwise materially delay or prevent the consummation of the Transactions, (ii) terminate, modify, or assign existing relationships, Contracts, or obligations relating to any assets, properties, or businesses to be acquired pursuant to this Agreement, or (iii) change or modify any course of conduct regarding future operations of the assets, properties, or businesses to be acquired pursuant to this Agreement (any one of the foregoing, a “Remedy”), in each case except as set forth on Schedule 6.4(e) of the Seller Disclosure Letter. Neither Parent nor the Sellers shall be required to (and the Sellers and its Affiliates shall not, without Parent’s prior consent) agree that they will jointly devise the strategy for all filings, notifications, submissions and communications to any term or take or omit to take any action in connection with obtaining the approval of any filingGovernmental Entity that is not conditioned upon the consummation of the Share Purchase. (f) To the extent requested by Parent, noticethe Sellers and the Company and its Subsidiaries shall, petitionmake or enter into any Remedies, statementor any other actions reasonably determined by Parent, registrationin each case as necessary to obtain the Regulatory Approvals of the Transactions or the expiration or termination of any applicable waiting periods (and any extension thereof) in connection therewith in order for the parties to consummate the Transactions; provided, submission that, (I) the Sellers, the Company and its Subsidiaries shall not enter into or make any such Remedies except as and to the extent requested in writing by Parent, (II) no party shall be required pursuant to the foregoing to commit to or effect any action that is not conditioned upon the consummation of the Share Purchase, and (III) the Sellers shall not be required pursuant to the foregoing to commit to or effect any material action or Remedy that are not limited exclusively in scope to the business of the Company. (g) Each of Parent, the Sellers and the Company shall promptly inform the other of any material communication between such party and any Governmental Entity regarding any of the Transactions. Subject to Applicable Law relating to the exchange of information, application (i) Parent shall have the ultimate right (A) to determine strategy and direct all matters with any Governmental Entity relating to the Transactions following consultation with the Sellers and (B) to review in advance, and direct the revision or similar filing submission of, any material communication (whether to be delivered verbally or in writing), filing, application, notification or document to be made by or submitted by the Sellers or the Company to any Governmental Entity under or relating to the Transactions, (ii) the Sellers shall have the right, to the extent feasible, to review in advance, any material communication (whether to be delivered verbally or in writing), filing, application, notification or document to be made by or submitted by Parent to any Governmental Entity under or relating to the Transactions and Parent shall consider in good faith the views of the Sellers with respect to such filings, (iii) the Sellers and the Company shall cooperate fully with Parent with respect to the strategy and direction of all matters related to Regulatory Filings and (iv) to the extent feasible, Parent shall consult with the Sellers and consider in good faith the views of the Sellers with respect to the strategy and direction of these matters, including considering in good faith the Sellers’ and the Company’s proposed communications, filings, applications, notifications or other documents. If Parent or any Affiliate of Parent receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then Parent shall, following consultation with the Sellers, to the extent feasible, make or cause to be made, as soon as reasonably practicable, a response in compliance with such request (subject to Sellers’ right to review any such material response in advance as set out above). If the Sellers, the Company or any of their Affiliates receive any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then the Sellers shall, following consultation with Parent, to the extent feasible, make or cause to be made, a response in compliance with such request (subject to Parent’s right to review, revise and approve any such material response in advance as set out above). The Sellers, the Company and their Affiliates shall not, without the prior written consent of Parent, (A) have any substantive contact or communication with any Governmental Entity relating to the Transactions or permit any of the Sellers’ or the Company’s Representatives to participate in any meeting with any Governmental Entity relating to the Transactions unless the Sellers consult with and receive approval of Parent in advance and, to the extent permitted by such Governmental Entity, grant Parent the opportunity to attend and lead the discussions at such contact, communication or meeting or (B) proffer, make proposals, negotiate, execute, carry out or submit to any agreements or Orders providing for any actions that would constitute an Remedy; provided, that, the Sellers shall, if directed by Xxxxxx, agree to any such action pursuant to Section 6.4(f) that is limited in scope to the business of the Company and conditioned on the consummation of the Transactions. Parent shall not have any substantive contact or communication with any Governmental Entity relating to the Transactions or permit any of Parent’s Representatives to participate in any meeting with any Governmental Entity relating to the Transactions unless, to the extent feasible, Parent provides notice to the Sellers in advance and, to the extent permitted by such Governmental Entity, grants Sellers the opportunity to participate in such communication or attend such meeting. Without limiting the generality of the foregoing, each party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence, white papers and similar submissions between such party and any Governmental Entity relating to the transactions contemplated by this Agreement. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to another party under this Section 5.96.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior to Each of Apollo and the Closing, and subject to Section 5.5 through 5.8 and Section 5.18, Rowan and Ensco Sellers shall use their respective its reasonable best efforts to taketo, as promptly as possible, take or cause to be taken, taken all actions, action and to do, do or cause to be done, done all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transactiontransactions contemplated by this Agreement, including the satisfaction on a timely basis of the conditions to the Closing within their respective control. Each of Apollo and the Sellers shall use its reasonable best efforts to, as promptly as practicable and in no event later than ten (10) Business Days after the date hereof, file all documents and information required in connection with obtaining FINRA Approval (the “FINRA Notice”). (b) Without limiting the generality of Section 4.3(a) hereof, each of Apollo and the Sellers shall (i) as soon as practicable after the date hereof, (A) file (on a confidential basis if reasonably requested by a party and permitted under Applicable Law) such applications, notices, registrations and requests as may be required or advisable to be filed by it with any Governmental Authority as set forth in Section 4.3 of the Seller Disclosure Letter in order to consummate the transactions contemplated hereby, (B) use its reasonable best efforts to obtain all consents, authorizations, orders and approvals of all such Governmental Authorities referred to in the preceding clause (A) and (C) use its reasonable best efforts to satisfy all conditions, undertakings and requirements as may be necessary or appropriate to obtain all such consents, authorizations, orders and approvals or as may be set forth therein, (ii) subject to Applicable Law restricting the exchange of such information, furnish the other parties hereto with copies of all documents and correspondence (x) prepared by or on behalf of such party for submission to any Governmental Authority and (y) received by or on behalf of such party from any Governmental Authority, in each case, in connection with the transactions contemplated hereby and (iii) subject to Applicable Law, use its reasonable best efforts to consult with and keep the other parties hereto informed as to the status of such matters. Subject to Applicable Law, to the extent that any application, notice, registration or request so filed by any party contains any significant information relating to the other parties hereto or any Subject Company, prior to submitting such application, notice, registration or request to any Governmental Authority, such party shall permit the other parties to review such information and shall consider in good faith the suggestions of such other parties with respect thereto. (c) Without limiting the generality of Section 4.3(a) hereof, and subject to Applicable Law, each of Apollo and the Sellers will use reasonable best efforts to cooperate with the others in the preparation and filing of all formsany applications, notices, registrations and notices required responses to be filed to consummate the Transaction and the provision of requests for additional information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any from Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries Authorities in connection with the Transaction or the taking of any action transactions contemplated by this Agreement, including providing such information as may be reasonably necessary for inclusion in such applications, notices, registrations and (iv) responses. Each of Apollo and the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco Sellers shall use reasonable best efforts to fulfill all conditions precedent agree to any requirements of or remedies imposed by the Transaction and applicable Governmental Authority; provided that in no case shall not take Apollo or any action after the date of this Agreement its Affiliates be required to agree to any FINRA Burdensome Condition or such remedies or requirements that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposingwould be materially adverse to Apollo and its Affiliates, negotiatingincluding, committing to and effecting, by consent decree, hold separate order, or otherwiseafter the Closing, the saleSubject Companies, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to involves divestiture of an existing business of Apollo or any of its business or operations unless the effectiveness of such agreement or action is conditioned upon Affiliates, including, after the Closing; provided further, however, that notwithstanding the Subject Companies (each of the foregoing, each a “Burdensome Condition”). Each of Ensco Apollo and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary. (c) Except as prohibited by applicable Law, Rowan and Ensco Sellers shall each keep promptly advise the other apprised of the status of matters parties upon receiving any communication relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, transactions contemplated by this Agreement or any exemptions by, any Governmental Entity undertaken Ancillary Agreement or otherwise materially affecting its ability to timely consummate the transactions contemplated by this Agreement pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication terms hereof from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity with respect to the Transaction, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concernsAuthority. (d) Rowan The Sellers shall not, and Ensco shall cause their Subsidiaries not to, (i) effect the sale of any their respective assets or Equity Securities if such sale would subject the transactions contemplated by this Agreement to lender consent under the RCAP Credit Facilities, or (ii) enter into any Contract or other arrangement, whether oral or written, to effect any transaction (including any acquisition or merger) that would require Sellers obtain any additional Third Party Consent or consent, authorization, order or approval of any Governmental Authority that would, in either case, reasonably be expected to prevent or materially delay the ability of the Sellers to complete the transaction contemplated by this Agreement or perform their obligations hereunder. (e) To the extent that any Third Party Consent is required under any Contract in connection with the consummation of the transactions contemplated by this Agreement, the Sellers and the Subject Companies shall use their reasonable best efforts to obtain such Third Party Consent on or prior to the Closing Date. Notwithstanding anything to the contrary herein, the Sellers and the Subject Companies shall not agree to any economic concessions (iincluding any fee reduction or waiver, increase in payments or seller commissions, new non-cash compensation arrangement, reimbursement obligation, expense cap or similar offset or arrangement, or any reduction in commitment amount, investment period or fund term), except as set forth on Section 4.3(d) fileof the Seller Disclosure Letter, without the written consent of Apollo in its sole discretion, which consent shall not be unreasonably withheld, conditioned or delayed. (f) The Sellers shall use their commercially reasonable efforts to, as promptly as practicable, but enter into the StratCap Waiver, in any event no later a form reasonably acceptable to Apollo, with Strategic Capital Companies, LLC and Xxxxxx Validus Holdings I, LLC; provided that, if, after exercising commercially reasonably efforts for a period not less than ten business days after the date of this Agreement, all notifications required under the HSR Act; and ninety (ii90) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entitydays, the Parties Sellers reasonably determine that they will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts unable to obtain the CFIUS ClearanceStratCap Waiver, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to Sellers will have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of no further obligation under this Section 5.9(e4.3(g) subject to confidentiality considerations contemplated by seek the DPA or required by CFIUS, or to preserve business confidential informationStratCap Waiver. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (ac) Prior Each of the parties hereto agrees to the Closinguse its reasonable best efforts, and subject to Section 5.5 through 5.8 and Section 5.18cooperate with each other party hereto, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper appropriate or advisable under any applicable Laws desirable to consummate and make effective effective, in the Transactionmost expeditious manner practicable, the Merger and the other Transactions, including the satisfaction of the respective conditions set forth in Article VI, and including to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting completely the consummation of the Merger and the other Transactions. (id) As promptly as practicable after the preparation Agreement Date, Acquirer and the Company shall execute and file, or join in the execution and filing of all formsof, registrations and notices required to be filed to consummate the Transaction and any application, notification (including the provision of any required information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each or other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material document that may be required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Applicable Law designed to prohibit, restrict or regulate actions for having the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, the “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain the authorization, approval or consent of any Governmental Entity, or expiration or termination of the applicable waiting periods under such Antitrust Laws, that may be reasonably required, or that Acquirer may reasonably request to be made, in connection with the consummation of the Merger and the other Transactions. Acquirer and the Company shall each use their respective reasonable best efforts to obtain, and to cooperate with each other to obtain promptly, all approvals such authorizations, approvals, consents, expirations and consents required directly terminations, and Acquirer and the Company shall each pay an equal share of any filing fees associated therewith. (e) Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed that: (i) neither Acquirer nor the Company shall have any obligation to litigate or indirectly under contest any Legal Proceeding challenging any of the Transactions as violative of any Antitrust Law and (ii) Acquirer shall be under no obligation to proffer, make proposals, negotiate, execute, carry out or Foreign Investment Lawssubmit to agreements or Orders providing for (A) the sale, transfer, license, divestiture, encumbrance or to avoid other disposition or holding separate (through the commencement establishment of a trust or otherwise) of any action assets, categories of assets, operations or categories of operations of Acquirer or any of its Affiliates or of the Company, (B) the discontinuation of any product or service of Acquirer or any of its Affiliates or of the Company, (C) the licensing or provision of any technology, software or other Intellectual Property of Acquirer or any of its Affiliates or of the Company to prohibit any Person, (D) the imposition of any limitation or regulation on the ability of Acquirer or any of its Affiliates to freely conduct their business or own their respective assets, (E) the holding separate of the shares of Company Capital Stock or any limitation or regulation on the ability of Acquirer or any of its Affiliates to exercise full rights of ownership of the shares of Company Capital Stock or (F) any actions that are not conditions on the occurrence of the Closing (any one or more of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessaryan “Antitrust Restraint”). (cf) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised Each of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement Acquirer and the Transaction. Each Party Company shall promptly inform the other Party, of any material communication between such party and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding any of the TransactionTransactions. Subject to Applicable Law relating to the exchange of information, Acquirer shall have the right (i) to direct all matters with any Governmental Entity relating to the Transactions and permit the other Party (ii) to review and discuss in advance, and direct the revision of, any filing, application, notification or other document to be submitted by the Company to any Governmental Entity under any Antitrust Law; provided that, to the extent practicable, Acquirer shall consult with the Company and consider in good faith the views of the other Party Company with respect to the information related to the Company that appears in connection with, any proposed communication with any such Governmental Entityfiling, application, notification or other document. If any Party Acquirer or any Representative Affiliate of such Party Acquirer receives a any formal or informal request for additional supplemental information or documentary material, or other request for information, material from any Governmental Entity with respect to any of the TransactionTransactions, then such Party will use reasonable best efforts to make, Acquirer shall make or cause to be made, promptly and after consultation with the other Partyas soon as reasonably practicable, an appropriate a response in substantial compliance with such request. Neither Party If the Company or any Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then the Company shall make or cause to be made, a response in compliance with such request. The Company shall not, without the prior written consent of Acquirer, (A) permit any of the Company’s Representatives to participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and relating to the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it Transactions unless the Company consults with the other Party Acquirer in advance and, to the extent permitted by such Governmental Entity, gives the other Party grants Acquirer the opportunity to attend and participate thereat. Each Party shall furnish lead the other Party with copies of all correspondencediscussions at such meeting or (B) proffer, filings and communications (and memoranda setting forth make proposals, negotiate, execute, carry out or submit to any agreements or Orders providing for any actions that would constitute an Antitrust Restraint; provided that the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the TransactionCompany shall, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information if directed by Acquirer, agree to any such Governmental Entity; provided, however, action that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning is conditioned on the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation consummation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential informationMerger. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Each of the parties hereto agrees to the Closinguse its reasonable best efforts, and subject to Section 5.5 through 5.8 and Section 5.18cooperate with each other party hereto, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper appropriate or advisable under any applicable Laws desirable to consummate and make effective effective, in the Transactionmost expeditious manner practicable, the Merger and the other Transactions, including the satisfaction of the respective conditions set forth in Article VI, and including to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting completely the consummation of the Merger and the other Transactions. (ib) As promptly as practicable after the preparation Agreement Date, and no later than ten (10) Business Days of the Agreement Date, Acquirer and the Company shall execute and file, or join in the execution and filing of all formsof, registrations and notices required to be filed to consummate the Transaction and any application, notification (including the provision of any required information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each or other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material document that may be required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Applicable Law designed to prohibit, restrict or regulate actions for having the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, the “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly the authorization, approval or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement consent of any Governmental Entity Entity, or expiration or termination of the applicable waiting periods under such Antitrust Laws, that may be reasonably required, or that Acquirer may reasonably request to sellbe made, divest or otherwise dispose in connection with the consummation of the Merger and the other Transactions. Acquirer and the Company shall each use their respective reasonable best efforts to obtain, and to cooperate with each other to obtain promptly, all such authorizations, approvals, consents, expirations and terminations, and Acquirer and the Company shall each pay an equal share of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessaryfiling fees associated therewith. (c) Except Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed that: (i) Acquirer shall not have any obligation to litigate or contest any Legal Proceeding challenging any of the Transactions as prohibited by applicable Lawviolative of any Antitrust Law and (ii) Acquirer shall be under no obligation to proffer, Rowan make proposals, negotiate, execute, carry out or submit to agreements or Orders providing for (A) the sale, transfer, license, divestiture, encumbrance or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, categories of assets, operations or categories of operations of Acquirer or any of its Affiliates or of the Company, (B) the discontinuation of any product or service of Acquirer or any of its Affiliates or of the Company, (C) the licensing or provision of any technology, software or other Intellectual Property of Acquirer or any of its Affiliates or of the Company to any Person, (D) the imposition of any limitation or regulation on the ability of Acquirer or any of its Affiliates to freely conduct their business or own their respective assets, (E) the holding separate of the shares of Company Capital Stock or any limitation or regulation on the ability of Acquirer or any of its Affiliates to exercise full rights of ownership of the shares of Company Capital Stock or (F) any actions that are not conditions on the occurrence of the Closing (any one or more of the foregoing, an “Antitrust Restraint”). (d) Each of Acquirer and Ensco the Company shall each keep fully cooperate with the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, review by any Governmental Entity undertaken pursuant to of any of the provisions of this Section 5.9. In that regardTransactions, prior to the Closingincluding, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect but not limited to (and, in the case of correspondence, provide i) promptly informing the other Party (or its counsel) copies of), all filings made by of any material communication between such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement party and the Transaction. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding any of the Transaction, and permit Transactions; (ii) consulting with the other Party to review and discuss in advance, and consider considering in good faith the views of the other Party with respect to the information in connection withany filing, any proposed communication with any such Governmental Entity. If any Party application, notification or other document; (iii) if Acquirer or any Representative Affiliate of such Party Acquirer, or the Company or any Affiliate of the Company receives a any formal or informal request for additional supplemental information or documentary material, or other request for information, material from any Governmental Entity with respect to any of the TransactionTransactions, then such Party will use reasonable best efforts to make, making or cause causing to be made, promptly and after consultation with the other Partyas soon as reasonably practicable, an appropriate a response in substantial compliance with such request. Neither Party shall ; and (iv) nether the Acquirer nor the Company, without the prior consent of the other, permitting any of their Representatives to participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and relating to the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party Transactions unless they consult in advance and, to the extent permitted by such Governmental Entity, gives grants the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concernsmeeting. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential information. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Each of the parties hereto agrees to the Closinguse its reasonable best efforts, and subject to Section 5.5 through 5.8 and Section 5.18cooperate with each other party hereto, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper appropriate or advisable under any applicable Laws desirable to consummate and make effective effective, in the Transactionmost expeditious manner practicable, the Merger and the other Transactions, including the satisfaction of the respective conditions set forth in Article VI, and including to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting completely the consummation of the Merger and the other Transactions. (ib) As promptly as practicable after the preparation Agreement Date, Acquirer and the Company shall execute and file, or join in the execution and filing of all formsof, registrations and notices required to be filed to consummate the Transaction and any application, notification (including the provision of any required information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each or other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material document that may be required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Applicable Law designed to prohibit, restrict or regulate actions for having the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, the “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly the authorization, approval or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement consent of any Governmental Entity Entity, or expiration or termination of the applicable waiting periods under such Antitrust Laws, that may be reasonably required, or that Acquirer may reasonably request to sellbe made, divest or otherwise dispose in connection with the consummation of the Merger and the other Transactions. Acquirer and the Company shall each use their respective reasonable best efforts to obtain, and to cooperate with each other to obtain promptly, all such authorizations, approvals, consents, expirations and terminations, and Acquirer and the Company shall each pay an equal share of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessaryfiling fees associated therewith. (c) Except as prohibited by applicable LawNotwithstanding anything to the contrary contained herein, Rowan it is expressly understood and Ensco agreed that: (i) Acquirer shall each keep the other apprised not have any obligation to litigate or contest any Legal Proceeding challenging any of the status Transactions as violative of matters relating any Antitrust Law and (ii) Acquirer shall be under no obligation to proffer, make proposals, negotiate, execute, carry out or submit to agreements or Orders providing for (A) the completion sale, transfer, license, divestiture, encumbrance or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, categories of assets, operations or categories of operations of Acquirer or any of its Affiliates or of the Transaction and work cooperatively in connection with obtaining all required consentsCompany, authorizations, Orders (B) the discontinuation of any product or approvals of, service of Acquirer or any exemptions byof its Affiliates or of the Company, (C) the licensing or provision of any Governmental Entity undertaken pursuant to the provisions technology, software or other Intellectual Property of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity Acquirer or any other information supplied by such Party toof its Affiliates or of the Company to any Person, (D) the imposition of any limitation or correspondence withregulation on the ability of Acquirer or any of its Affiliates to freely conduct their business or own their respective assets, a Governmental Entity in connection with this Agreement (E) the holding separate of the shares of Company Capital Stock or any limitation or regulation on the ability of Acquirer or any of its Affiliates to exercise full rights of ownership of the shares of Company Capital Stock or (F) any actions that are not conditions on the occurrence of the Closing (any one or more of the foregoing, an “Antitrust Restraint”). (d) Each of Acquirer and the Transaction. Each Party Company shall promptly inform the other Party, of any material communication between such party and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding any of the TransactionTransactions. Subject to Applicable Law relating to the exchange of information, Acquirer shall have the right (i) to direct all matters with any Governmental Entity relating to the Transactions and permit the other Party (ii) to review and discuss in advance, and direct the revision of, any filing, application, notification or other document to be submitted by the Company to any Governmental Entity under any Antitrust Law; provided that, to the extent practicable, Acquirer shall consult with the Company and consider in good faith the views of the other Party Company with respect to the information related to the Company that appears in connection with, any proposed communication with any such Governmental Entityfiling, application, notification or other document. If any Party Acquirer or any Representative Affiliate of such Party Acquirer receives a any formal or informal request for additional supplemental information or documentary material, or other request for information, material from any Governmental Entity with respect to any of the TransactionTransactions, then such Party will use reasonable best efforts to make, Acquirer shall make or cause to be made, promptly and after consultation with the other Partyas soon as reasonably practicable, an appropriate a response in substantial compliance with such request. Neither Party If the Company or any Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then the Company shall make or cause to be made, a response in compliance with such request. The Company shall not, without the prior written consent of Acquirer, (A) permit any of the Company’s Representatives to participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and relating to the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it Transactions unless the Company consults with the other Party Acquirer in advance and, to the extent permitted by such Governmental Entity, gives the other Party grants Acquirer the opportunity to attend and participate thereat. Each Party shall furnish lead the other Party with copies of all correspondencediscussions at such meeting or (B) proffer, filings and communications (and memoranda setting forth make proposals, negotiate, execute, carry out or submit to any agreements or Orders providing for any actions that would constitute an Antitrust Restraint; provided that the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the TransactionCompany shall, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information if directed by Acquirer, agree to any such Governmental Entity; provided, however, action that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning is conditioned on the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation consummation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential informationMerger. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior to The Investor and the Closing, and subject to Section 5.5 through 5.8 and Section 5.18, Rowan and Ensco shall Company will use their respective reasonable best efforts efforts, as promptly as possible, to take, take or cause to be taken, taken all actions, action and to do, do or cause to be done, done all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transaction, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action transactions contemplated by this Agreement, and (iv) including the execution and delivery satisfaction on a timely basis of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfersClosing within their respective control. (b) In furtherance The Investor and not the Company will (i) as soon as practicable after the date hereof, (A) file (on a confidential basis if reasonably requested by a party and permitted under Applicable Law) such applications, notices, registrations and requests as may be required or advisable to be filed by it with any Governmental Authority as set forth in limitation Section 4.3 of the other covenants contained Company Disclosure Letter in this Section 5.9order to consummate the transactions contemplated hereby, each of Ensco and Rowan shall (B) use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary. (c) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or orders and approvals of, or any exemptions by, any of all such Governmental Entity undertaken pursuant Authorities referred to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party preceding clause (or its counselA) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity with respect to the Transaction, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iiiC) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to takesatisfy all conditions, undertakings and requirements as may be necessary or cause appropriate to obtain all such consents, authorizations, orders and approvals or as may be takenset forth therein, all actions(ii) subject to Applicable Law restricting the exchange of such information, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance furnish the other parties hereto with 31 C.F.R. Part 800 and the DPA, and after prompt resolution copies of all questions documents and comments correspondence (x) prepared by or on behalf of such party for submission to any Governmental Authority and (y) received by or on behalf of such party from CFIUS on such draftany Governmental Authority, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shalleach case, in connection with the transactions contemplated hereby and (iii) subject to Applicable Law, use its reasonable best efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each and keep the other parties hereto informed as to the status of such matters. (c) To the extent that any Third Party Consent is required under any Contract in connection with the CFIUS Noticeconsummation of the transactions contemplated by this Agreement, including by allowing the other Company and the Investor shall use their reasonable best efforts to obtain such Third Party to have a reasonable opportunity to review in advance and comment Consent on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies prior to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential informationClosing Date. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior to Upon the Closing, terms and subject to Section 5.5 through 5.8 the conditions set forth in this Agreement, the Company and Section 5.18, Rowan and Ensco its Subsidiaries shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things actions that are necessary, proper or advisable under any applicable Laws to consummate and make effective effective, in the Transactionmost expeditious manner practicable, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction Merger and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the obtaining of all permits, waivers, consents, approvals and actions or non-actions required of the Company from Governmental Authorities and the making of all necessary registrations and filings with Governmental Authorities, including filings under applicable Antitrust Law, and the taking of all steps necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities; (ii) promptly execute and file, or join Parent in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority which may be required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement; (iii) the obtaining of all consents or waivers from third parties required pursuant to Company Material Contracts; and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction Merger and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance The Company shall (i) as soon as reasonably practicable (and not in limitation any event within ten (10) Business Days following the Original Agreement Date) file with the United States Federal Trade Commission (the “FTC” ) and the United States Department of Justice (the “DOJ” ) the notification and report form, if any, required for the transactions contemplated hereby and to supply as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Act and (ii) as soon as reasonably practicable (and in any event within ten (10) Business Days following the Original Agreement Date) make all filings under other applicable Antitrust Laws, if any, required for the transactions contemplated hereby, and shall take all other actions necessary, proper or advisable to cause the expiration or termination of the other covenants contained applicable waiting period under the HSR Act and the applicable Antitrust Laws. Any such antitrust notification and report form or filing and supplemental information shall be in this Section 5.9substantial compliance with the requirements of the HSR Act or the applicable Antitrust Laws, each of Ensco and Rowan as the case may be. The Company shall use its reasonable best efforts (i) to takecomply promptly with any inquiries or requests for additional information from the FTC, or cause to be takenthe DOJ, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, Governmental Authority having jurisdiction and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s such actions as are necessary or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order advisable to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing prompt approval of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid consummation of the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under transactions contemplated by this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured Agreement by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest Authority or otherwise dispose expiration of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessaryapplicable waiting periods. (c) Except as prohibited In the event that any administrative or judicial action or proceeding is instituted by applicable Lawa Governmental Authority or private party challenging the Merger or any other transaction contemplated by this Agreement, Rowan or any other agreement contemplated hereby, the Company shall cooperate in all respects with Parent and Ensco Merger Sub and shall each keep vigorously contest and resist any such action or proceeding and seek to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that could prohibit, prevent or restrict consummation of the Merger and the other apprised transactions contemplated by this Agreement, including promptly appealing any adverse court or administrative decision. (d) Subject to Applicable Law and the instructions of any Governmental Authority, the status of matters relating to the completion of the Transaction Company shall (i) supply Parent and work cooperatively Merger Sub with any information and reasonable assistance that Parent or Merger Sub may reasonably request in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall 6.3 or Parent and Merger Sub’s obligations under Section 7.2; and (ii) promptly consult provide outside counsel for Parent with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case copies of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party the Company, and all correspondence between the Company (and its advisors) with any Governmental Entity or Authority, or, in connection with any proceeding by a private party, and any other information supplied by such Party to, or correspondence with, party and such party’s Affiliates to a Governmental Entity Authority in connection with this Agreement and the Transactiontransactions contemplated by this Agreement. Each Party Subject to Applicable Law, the Company shall promptly inform the other Party, permit outside counsel for Parent and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party Merger Sub reasonable opportunity to review and discuss in advance, and shall consider in good faith the views of the other Party Parent and Merger Sub in connection with, any proposed written or, if practicable, oral communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from to any Governmental Entity with respect Authority relating to the Transaction, then such Party will use reasonable best efforts transactions contemplated by this Agreement. The Company agrees not to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any substantive meeting or teleconference discussion, either in person or by telephone, with any Governmental Entity where material issues would likely be discussed Authority in connection with the transactions contemplated by this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, unless it consults with the other Party Parent and Merger Sub in advance and, to the extent permitted not prohibited by such Governmental EntityAuthority, gives the other Party Parent and Merger Sub the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response processparticipate. (e) In furtherance and not in limitation Notwithstanding the foregoing, prior to Closing neither the Company nor any of its Subsidiaries shall be required, nor shall the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS Company or any other agency or branch of its Subsidiaries be permitted without the U.S. government in connection with the CFIUS review or investigation prior consent of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shallParent, in connection with the efforts to obtain the CFIUS Clearance, respect of any provision of this Agreement (i) cooperate in all respects and consult with each to pay or offer to pay any fees, expenses or other in connection with the CFIUS Notice, including by allowing the other Party amounts to have any Governmental Authority or any party to a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i)Contract, (ii) and to suspend or modify or offer to suspend or modify its operations, or divest any portion of its assets, or (iii) of this Section 5.9(eoffer or grant or propose to offer or grant any accommodation (financial or otherwise) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential informationany third party. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Each of the parties hereto agrees to the Closinguse its reasonable best efforts, and subject to Section 5.5 through 5.8 and Section 5.18cooperate with each other party hereto, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper appropriate or advisable under any applicable Laws desirable and within its control to consummate complete and make effective effective, as promptly as reasonably practicable, the TransactionTransactions, subject to and in accordance with the terms hereof, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the provision of information in connection therewith, (ii) the satisfaction of the conditions set forth in Article VII (which, for the avoidance of doubt, shall mean (i) with respect to consummating the TransactionSeller, the conditions to Acquirer’s obligations set forth in Section 7.3, and (iiiii) taking all with respect to Acquirer, the conditions to the Seller’s obligations set forth in Section 7.2), and to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting the completion of the Transactions on the terms and conditions set forth herein. (b) Acquirer, the Seller and the Acquired Companies will each use their respective reasonable actions necessary best efforts to obtain (i) prepare and file, in consultation with the other party and as promptly as reasonably practicable and advisable after the Agreement Date (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information respect to the notification and documentary material required report forms under the HSR Act Act, if not filed prior to the Agreement Date, not later than ten (10) Business Days after the Agreement Date, unless another date is mutually agreed between the parties), all necessary or other antitrust, competition, foreign investment or similar Laws outside of the United States) advisable Required Regulatory Filings required to be obtained filed by it with respect to the Transactions with the Specified Regulatory Authorities (or submitting initial drafts thereof, where applicable), and (ii) promptly make any other necessary or advisable submissions to the Specified Regulatory Authorities required to be made by Rowan, Ensco or any of their respective Subsidiaries it in connection with the Transaction Transactions and respond as promptly as reasonably practicable to any reasonable requests for additional information or documentary material from the taking of any action contemplated by this Agreement, and (iv) Specified Regulatory Authorities in connection with the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfersTransactions. (bc) In furtherance and not in limitation of the other covenants contained in foregoing, but subject to the provisions of this Section 5.96.4(c) and Sections 6.4(d)-(f), each of Ensco and Rowan Acquirer shall use its reasonable best efforts to take, take or cause to be takentaken all actions necessary to obtain all required waiting period expirations or terminations and other Required Regulatory Approvals from the Specified Regulatory Authorities as promptly as reasonably practicable and in any event prior to the Termination Date. Acquirer shall pay all filing fees associated with the Required Regulatory Filings with the Specified Regulatory Authorities in connection with the Transactions. (d) Acquirer shall use its reasonable best efforts to take or cause to be taken all actions necessary to obtain the Required Regulatory Approvals from the Specified Regulatory Authorities as promptly as reasonably practicable, and in any event prior to the Termination Date (and the Seller and the Acquired Companies shall cooperate with Acquirer in connection therewith, if reasonably requested in writing by the Acquirer). In furtherance of and without limiting any of Acquirer’s covenants and agreements under this Section 6.5 Acquirer shall: (i) promptly take, and cause its Subsidiaries and Affiliates to take, any and all steps and actions to makeresolve, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law impediments or Foreign Investment Laws any objections that may be asserted by any Relevant Authority Governmental Entity with respect to this Agreementthe Transactions under any Regulatory Law or to avoid or overcome the entry of any action, including any legislative, administrative or judicial action, injunction or other order, decree, decision, determination or judgment (in each case, whether temporary, preliminary or permanent) pursuant to any Regulatory Law, that would materially delay or would restrain, restrict, deny, prevent, enjoin or otherwise prohibit the consummation of the Transactions, including (x) the defense through litigation on the merits of any Claim pursuant to any Regulatory Law asserted in any court, agency or other proceeding by any Person, including any Governmental Entity, seeking to materially delay or to restrain, deny, prevent, enjoin or otherwise prohibit consummation of such Transactions and (y) offering or consenting to and effecting any sale, lease, license, disposal or holding separate of, or restriction or limitation on, any assets, operations, rights, product lines, licenses, categories of assets or business or other interests therein, of Acquirer and its Affiliates (including the Acquired Companies and their Subsidiaries), and entering into agreements with, and submitting to orders of, the relevant Governmental Entity giving effect thereto, or any other act, omission or restriction; and (ii) promptly take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind in connection with Regulatory Laws that would make consummation of the Transactions in accordance with the terms hereof unlawful or that would materially delay or that would restrain, deny, prevent, enjoin or otherwise prohibit consummation of the Transactions, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by Section 6.5(d)(i) above) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree in connection with Regulatory Laws so as to enable permit the Closing to occur consummation of the Transactions in accordance with the terms hereof as promptly as reasonably practicable and, in any event, prior to the Termination Date. (e) Notwithstanding anything to the contrary in this Section 6.4 or elsewhere in this Agreement, it is expressly understood and agreed that Acquirer and its Subsidiaries and Affiliates (including the Acquired Companies and their respective Subsidiaries after the Closing) shall not be required to (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwisethe Seller, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco Acquired Companies and Rowan (or any of their respective SubsidiariesSubsidiaries and Affiliates shall not, without Acquirer’s prior written consent) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect tooffer, or its ability negotiate, consent to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to takeaccept any order, action or regulatory condition of any actions under this Section 5.9 Governmental Entity containing terms, conditions, liabilities, obligations, commitments or sanctions (i) that would reasonably be expected to“Regulatory Remedies”), that, individually or in the aggregate, would reasonably be expected to result in a one year loss material adverse effect on the business, assets, liabilities, properties, financial condition or results of revenues as measured by fiscal year 2018 operations of more than $400.0 million on a combined basis for both Rowan Acquirer and its Subsidiaries (including the Acquired Companies and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closingtheir Subsidiaries), taken as a whole; provided furtherprovided, however, that notwithstanding for purposes of this Section 6.4(e) only, Acquirer and its Subsidiaries (including the foregoingAcquired Companies and their Subsidiaries) shall be deemed to be the same size as the Acquired Companies (taken as a whole) as of the Agreement Date (a “Burdensome Condition”). (f) To the extent requested in writing by Acquirer, the Seller, the Acquired Companies and their respective Subsidiaries and Affiliates shall agree or consent to, or enter into, any Regulatory Remedies, or take any other actions reasonably determined by Acquirer, in each case as necessary to obtain the Required Regulatory Approvals; provided that (I) the Seller, the Acquired Companies and their respective Subsidiaries and Affiliates shall not agree or consent to, enter into, or take any Regulatory Remedies or such other actions except as and to the extent requested in writing by Acquirer and (II) no party shall be required pursuant to the foregoing to agree or consent to, enter into, or take any Regulatory Remedy or such other action that is not conditioned upon the consummation of Ensco the Transactions. (g) Acquirer, the Seller, and Rowan reserves the right, for so long as there is mutual agreement Acquired Companies shall promptly inform the other parties of any material communication between Ensco such party and Rowan to do so, to oppose any request or requirement of any Governmental Entity regarding the Transactions. No party shall submit any material communication (whether to sell, divest be delivered verbally or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiariesin writing) or documentation to any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary. (c) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party shall promptly inform Transactions, including any Required Regulatory Filings or other requests for Required Regulatory Approvals, unless prior to such submission, the submitting party has provided the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party party a reasonable opportunity to review and discuss in advance, comment on such submission and consider has considered in good faith the views of the any reasonable input from such other Party in connection with, any proposed communication party with any such Governmental Entityrespect thereto. If any Party Acquirer or any Representative Subsidiary or Affiliate of such Party Acquirer receives a any formal or informal request for additional supplemental information or documentary material, or other request for information, material from any Governmental Entity with respect to the TransactionTransactions, then such Party will use reasonable best efforts to make, Acquirer shall make or cause to be made, as promptly and after consultation with the other Partyas reasonably practicable, an appropriate a response substantially in substantial compliance with such request. Neither Party If the Seller, the Acquired Companies, or any of their Subsidiaries or Affiliates receive any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then the Seller shall make or cause to be made, as promptly as reasonably practicable, a response substantially in compliance with such request (subject to Acquirer’s right to review any such material response in advance as set out above). None of the Seller, any of the Acquired Companies or any of their respective Subsidiaries and Affiliates, on the one hand, or Acquirer or any of its Subsidiaries or Affiliates, on the other hand, shall communicate with any Governmental Entity relating to the Transactions or permit any of their Representatives to participate in any meeting or teleconference discussion with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and relating to the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults Transactions unless they consult with the other Party party in advance and, to the extent permitted by such Governmental Entity, gives grant the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties party the opportunity to attend and participate in the discussions, communications or meetings. Without limiting the generality of the foregoing, each party shall provide to the other (or the other’s respective advisors) upon request copies of all material correspondence, advocacy, white papers and similar submissions between such party and any meeting or teleconference with CFIUSGovernmental Entity relating to the Transactions; provided, in each of clauses (i)however, (ii) that the parties may, as they deem advisable and (iii) of necessary, designate any competitively sensitive materials provided to another party under this Section 5.9(e) subject 6.5 as “outside counsel only.” Such “outside counsel only” materials and the information contained therein shall be given only to confidentiality considerations contemplated outside counsel of the recipient and will not be disclosed by the DPA or required by CFIUSsuch outside counsel to employees, officers, or to preserve business confidential informationdirectors of the recipient without the advance written consent of the party providing such materials. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior to Upon the Closing, terms and subject to Section 5.5 through 5.8 the conditions set forth in this Agreement, the Company and Section 5.18, Rowan and Ensco its Subsidiaries shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things actions that are necessary, proper or advisable under any applicable Laws to consummate and make effective effective, in the Transactionmost expeditious manner practicable, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction Merger and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the obtaining of all permits, waivers, consents, approvals and actions or nonactions required of the Company from Governmental Authorities and the making of all necessary registrations and filings with Governmental Authorities, including filings under the HSR Act, and the taking of all steps necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities; (ii) promptly execute and file, or join Parent in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority which may be required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement; (iii) the obtaining of all consents or waivers from third Parties required pursuant to Company Material Contracts, including without limitation the Contracts set forth on Section 6.4(a)(iii) of the Company Disclosure Schedule; and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction Merger and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers. (b) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, ; provided, however, thatthat neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, notwithstanding penalty or other concession, waiver or amendment under any Contract in connection with obtaining any consent without the foregoingprior written consent of Parent. The Company shall, neither Ensco nor Rowan shall be required subject to takeApplicable Law, or agree to take, any promptly (x) cooperate and coordinate with Parent and Merger Sub in the taking of the actions under this Section 5.9 contemplated by clauses (i) that would reasonably be expected to), individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii), (iii) and (iv) immediately above and (y) supply Parent and Merger Sub with respect any information that may be necessary in order to its business or operations unless effectuate the effectiveness taking of such agreement or action is conditioned upon actions. Subject to applicable Law and the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement instructions of any Governmental Entity to sellAuthority, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco the Company shall keep Parent and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary. (c) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other Merger Sub reasonably apprised of the status of matters relating to the completion of the Transaction transactions contemplated hereby, including (A) informing Parent and work cooperatively Merger Sub in writing of any communication (whether written or oral) between the Company and any Governmental Authority regarding any of the transactions contemplated hereby, (B) to the extent practicable under the circumstances, providing Parent and its counsel with the opportunity to participate in any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party shall promptly inform the other Partytransactions contemplated hereby, and if in writing, furnish the other Party (or its counselC) providing Parent and Merger Sub with copies of (or, in the case of oral communications, advise the other Party (any formal or its counsel) orally of) any communication informal request for supplemental information or documentary material from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity Authority with respect to the Transactiontransactions contemplated hereby, then such Party will use reasonable best efforts to and make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but a response in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Actcompliance with such request; and (ii) make any other required foreign filings as promptly as practicable. In the event provided that the Parties receive Company shall provide Parent and its Representatives with a request for information reasonable opportunity to review and comment on such response. The Company shall not commit to or documentary material pursuant agree (or permit its Subsidiaries to commit to or agree) with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or other request for information from any Governmental Entity, applicable Antitrust Laws without the Parties will use their respective reasonable best efforts prior written consent of Parent (such consent not to respond to such request as promptly as practicable be unreasonably withheld or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response processdelayed). (eb) In furtherance and not in limitation Without limiting the generality of the other covenants contained in this undertakings pursuant to Section 5.96.4(a) hereof, each of Ensco and Rowan the Company shall use its reasonable best efforts to take, (i) provide or cause to be taken, all actions, provided as promptly as reasonably practicable to Governmental Authorities with jurisdiction over the Antitrust Laws information and to do, or cause to be done, all things documents requested by any such Governmental Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional Consents under any applicable other Antitrust Laws to makeas promptly as practicable following the Agreement Date (provided that in the case of the filing under the HSR Act, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which filing shall in any event be made within five (5) Business Days of the Agreement Date) and thereafter to respond as promptly after as practicable to any request for additional information or documentary material that may be made under the date all questions HSR Act or any other applicable Antitrust Laws and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such (ii) use their reasonable best efforts shall also include providing to take such actions as are necessary or advisable to obtain prompt approval of the consummation of the transactions contemplated by this Agreement by any information requested Governmental Authority or expiration of applicable waiting periods. (c) In the event that any administrative or judicial action or proceeding is instituted by CFIUS a Governmental Authority or private party challenging the Merger or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified transaction contemplated by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMAthis Agreement, or otherwise specified by any other agreement contemplated hereby, the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) Company shall reasonably cooperate in all respects with Parent and consult with each other Merger Sub and shall contest and resist any such action or proceeding and seek to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in connection with effect and that could prohibit, prevent or restrict consummation of the CFIUS Notice, including by allowing Merger and the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations transactions contemplated by the DPA or required by CFIUS, or to preserve business confidential informationthis Agreement. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Subject to the Closingterms and conditions of this Section 6.4, each of the parties hereto agrees to use its reasonable best efforts, and subject to Section 5.5 through 5.8 and Section 5.18cooperate with each other party hereto, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper appropriate or advisable under any applicable Laws desirable to consummate complete and make effective effective, in the Transactionmost expeditious manner practicable, the Transactions, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the provision of information in connection therewith, (ii) the satisfaction of the respective conditions set forth in Article VII, and to consummating execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside completion of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfersTransactions. (b) In furtherance Subject to the terms and not in limitation conditions of this Agreement, Parent, the other covenants contained in this Section 5.9, each of Ensco Sellers and Rowan shall the Company will use its their reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”) or that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted taken by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, their Affiliates or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary. (c) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity with respect to the Transaction, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request. Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions as soon as reasonably practicable after the Agreement Date, including (i) prepare and file, in consultation with the other party and as promptly as reasonably practicable and advisable after the Agreement Date, all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, registrations, permits and authorizations necessary or advisable to be obtained from any Specified Regulatory Authority in order to consummate the Transactions and (ii) subject to Section 6.4(e) below, take all steps as may be reasonably necessary to obtain all waiting period expirations or terminations, registrations, permits and authorizations of any Specified Regulatory Authority. (c) In furtherance and not in limitation of the foregoing, each party agrees (A) to make all necessary applications, notices, petitions and filings required with respect to this Agreement or the Transactions (I) in connection with the pre-merger notification under the HSR Act as promptly as practicable but in no case later than ten (10) Business Days after execution of this Agreement (unless another date is mutually agreed between the parties), (II) in connection with the Specified Regulatory Authorities (other than in the United States) as promptly as reasonably practicable after the execution of this Agreement (unless another date is mutually agreed between the parties), or where the ability to control timing of the application, notice, petition or filing is not within the control of the submitting party, commence pre-submission consultation procedures for, any applications notices, petitions or filings with the Specified Regulatory Authorities (and thereafter make any other required submissions and respond as promptly as reasonably practicable to any requests for additional information or documentary material), (B) that Parent may reasonably determine any other filings that are required to be made or any other consents, approvals, permits or authorizations are required to be obtained from, any Governmental Entity pursuant to a change in any Applicable Law following the Agreement Date and (C) to promptly determine and agree whether any other filings are required or advised to be made with, and whether any other consents, approvals, permits or authorizations are required to be obtained from, including for reason of a change in any Applicable Law following the Agreement Date, any Governmental Entity under any other Applicable Law in connection with the Transactions, and if so, to prepare and file any such filings and to seek any such other consents, approvals, permits or authorizations (the filings described in the foregoing clauses (A), (B) and any filings agreed by the parties pursuant to (C) collectively, the “Regulatory Filings” and any authorizations, clearances, consents, approvals or expiration or early termination of the applicable Laws waiting period with respect to makesuch Regulatory Filings, the “Regulatory Approvals”). Parent shall pay any fees associated with the Regulatory Filings. (d) If any Legal Proceeding is instituted challenging the Transactions as in violation of any Antitrust Law, the parties shall cooperate and use reasonable best efforts to contest and resist any such action, and shall use their reasonable best efforts to support one another in contesting and resisting any such action, and shall use their reasonable best efforts to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other governmental Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, limits or restricts consummation of the Transactions, unless Parent, after good faith consultation with the Sellers, concludes that litigation is not the best strategy for securing the Regulatory Approvals. (e) In furtherance to and not in limitation of the foregoing, Parent, Acquirer, the Sellers and the Company shall use their reasonable best efforts to take or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of taken all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts lawful actions necessary to obtain the CFIUS Clearance, Regulatory Approvals of the Transactions or the expiration or termination of any applicable waiting periods (iand any extension thereof) cooperate in all respects and consult with each other in connection with therewith in order for the CFIUS Notice, including by allowing parties to consummate the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies Transactions prior to the other Party of any such written communications, except for any exhibits to such communications providing Termination Date (as the personal identifying information required by 31 C.F.R. §800.402(c)(6)(visame may be extended); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential information. (f) . Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed that Parent and its Subsidiaries shall be under no obligation to (i) propose, negotiate, commit to, and/or effect, by consent decree, hold separate order, or otherwise, the Parties sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) their assets, properties, or businesses or any assets, properties, or businesses to be acquired pursuant to this Agreement in order to avoid the entry of any lawful decree, judgment, injunction (permanent or preliminary), or any other lawful Order that would make the Transactions unlawful or would otherwise materially delay or prevent the consummation of the Transactions, (ii) terminate, modify, or assign existing relationships, Contracts, or obligations relating to any assets, properties, or businesses to be acquired pursuant to this Agreement, or (iii) change or modify any course of conduct regarding future operations of the assets, properties, or businesses to be acquired pursuant to this Agreement (any one of the foregoing, a “Remedy”), in each case except as set forth on Schedule 6.4(e) of the Seller Disclosure Letter. Neither Parent nor the Sellers shall be required to (and the Sellers and its Affiliates shall not, without Parent’s prior consent) agree that they will jointly devise the strategy for all filings, notifications, submissions and communications to any term or take or omit to take any action in connection with obtaining the approval of any filingGovernmental Entity that is not conditioned upon the consummation of the Share Purchase. (f) To the extent requested by Parent, noticethe Sellers and the Company and its Subsidiaries shall, petitionmake or enter into any Remedies, statementor any other actions reasonably determined by Parent, registrationin each case as necessary to obtain the Regulatory Approvals of the Transactions or the expiration or termination of any applicable waiting periods (and any extension thereof) in connection therewith in order for the parties to consummate the Transactions; provided, submission that, (I) the Sellers, the Company and its Subsidiaries shall not enter into or make any such Remedies except as and to the extent requested in writing by Parent, (II) no party shall be required pursuant to the foregoing to commit to or effect any action that is not conditioned upon the consummation of the Share Purchase, and (III) the Sellers shall not be required pursuant to the foregoing to commit to or effect any material action or Remedy that are not limited exclusively in scope to the business of the Company. (g) Each of Parent, the Sellers and the Company shall promptly inform the other of any material communication between such party and any Governmental Entity regarding any of the Transactions. Subject to Applicable Law relating to the exchange of information, application (i) Parent shall have the ultimate right (A) to determine strategy and direct all matters with any Governmental Entity relating to the Transactions following consultation with the Sellers and (B) to review in advance, and direct the revision or similar filing submission of, any material communication (whether to be delivered verbally or in writing), filing, application, notification or document to be made by or submitted by the Sellers or the Company to any Governmental Entity under or relating to the Transactions, (ii) the Sellers shall have the right, to the extent feasible, to review in advance, any material communication (whether to be delivered verbally or in writing), filing, application, notification or document to be made by or submitted by Parent to any Governmental Entity under or relating to the Transactions and Parent shall consider in good faith the views of the Sellers with respect to such filings, (iii) the Sellers and the Company shall cooperate fully with Parent with respect to the strategy and direction of all matters related to Regulatory Filings and (iv) to the extent feasible, Parent shall consult with the Sellers and consider in good faith the views of the Sellers with respect to the strategy and direction of these matters, including considering in good faith the Sellers’ and the Company’s proposed communications, filings, applications, notifications or other documents. If Parent or any Affiliate of Parent receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then Parent shall, following consultation with the Sellers, to the extent feasible, make or cause to be made, as soon as reasonably practicable, a response in compliance with such request (subject to Sellers’ right to review any such material response in advance as set out above). If the Sellers, the Company or any of their Affiliates receive any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then the Sellers shall, following consultation with Parent, to the extent feasible, make or cause to be made, a response in compliance with such request (subject to Parent’s right to review, revise and approve any such material response in advance as set out above). The Sellers, the Company and their Affiliates shall not, without the prior written consent of Parent, (A) have any substantive contact or communication with any Governmental Entity relating to the Transactions or permit any of the Sellers’ or the Company’s Representatives to participate in any meeting with any Governmental Entity relating to the Transactions unless the Sellers consult with and receive approval of Parent in advance and, to the extent permitted by such Governmental Entity, grant Parent the opportunity to attend and lead the discussions at such contact, communication or meeting or (B) proffer, make proposals, negotiate, execute, carry out or submit to any agreements or Orders providing for any actions that would constitute an Remedy; provided, that, the Sellers shall, if directed by Parent, agree to any such action pursuant to Section 6.4(f) that is limited in scope to the business of the Company and conditioned on the consummation of the Transactions. Parent shall not have any substantive contact or communication with any Governmental Entity relating to the Transactions or permit any of Parent’s Representatives to participate in any meeting with any Governmental Entity relating to the Transactions unless, to the extent feasible, Parent provides notice to the Sellers in advance and, to the extent permitted by such Governmental Entity, grants Sellers the opportunity to participate in such communication or attend such meeting. Without limiting the generality of the foregoing, each party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence, white papers and similar submissions between such party and any Governmental Entity relating to the transactions contemplated by this Agreement. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to another party under this Section 5.96.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials.

Reasonable Best Efforts; Regulatory Approvals. (a) Prior Subject to other provisions in this Section 5.4, each of the Closingparties hereto agrees to use its reasonable best efforts, and subject to Section 5.5 through 5.8 and Section 5.18cooperate with each other party hereto, Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper appropriate or advisable under any applicable Laws desirable to consummate and make effective the TransactionMerger and the other Transactions, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the provision of information in connection therewith, (ii) the satisfaction of the respective conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other set forth in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this AgreementArticle VI, and (iv) the execution including to execute and delivery of any additional deliver such other instruments and do and perform such other acts and things as may be necessary to consummate the Transaction and to fully carry out the purposes of this Agreement. Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would or reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or desirable for effecting completely the consummation of the Transaction (including Permits required pursuant to Environmental Laws), Merger and the Parties hereto shall use reasonable best efforts to effect such transfersother Transactions. (b) In furtherance Acquirer and not the Company each shall (or each shall cause its ultimate parent entities as that term is defined in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts HSR Act) to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert file a notification under the HSR Act and under the Austrian Cartel Act in connection with the Merger within 10 Business Days after the Agreement Date. Acquirer and the Company shall promptly execute and file, or join in the execution and filing of, any other federaladditional application, state or foreign Law designed to prohibit, restrict or regulate actions for notification (including the purpose or effect provision of monopolization or restraint of trade or reduction of competition (collectively, “Antitrust Laws”any required information in connection therewith) or other document that regulates foreign investment ( “Foreign Investment Laws”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly the authorization, approval or indirectly consent of any Governmental Entity, or expiration or termination of the applicable waiting periods under any such Antitrust Law or Foreign Investment Laws, that may be reasonably required, or that Acquirer may reasonably request to avoid be made, in connection with the commencement of any action to prohibit the Closing consummation of the Transaction under Merger and the other Transactions. Acquirer and the Company shall each use their respective commercially reasonable efforts to obtain, and to cooperate with each other to obtain promptly, all such authorizations, approvals, consents, expirations and terminations, and Acquirer shall pay any Antitrust Law or Foreign Investment Lawsfiling fees associated therewith. (c) Notwithstanding anything to the contrary contained herein, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided, however, that, notwithstanding the foregoing, neither Ensco nor Rowan it is expressly understood and agreed that Acquirer shall be required under no obligation to take(and, without the prior written consent of Acquirer, the Company shall not) proffer, make proposals, negotiate, execute, carry out or agree submit to take, any actions under this Section 5.9 agreements or Orders providing for (i) the sale, transfer, license, divestiture, encumbrance or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, categories of assets, operations or categories of operations of Acquirer or any of its Affiliates or of the Company or any of its Affiliates, (ii) the discontinuation of any product or service of Acquirer or any of its Affiliates or of the Company or any of its Affiliates, (iii) the licensing or provision of any technology, software or other Intellectual Property of Acquirer or any of its Affiliates or of the Company or any of its Affiliates to any Person, (iv) the imposition of any limitation or regulation on the ability of Acquirer or any of its Affiliates or the Company or any of its Affiliates to freely conduct their business or own their respective assets, (v) the holding separate of the shares of Company Capital Stock or any of the assets, properties or rights of the Acquirer, the Company or any of their respective Affiliates or any limitation or regulation on the ability of Acquirer or any of its Affiliates to exercise full rights of ownership of the shares of Company Capital Stock or of the Acquirer, the Company or any of their respective Affiliates to exercise full rights of ownership of the assets, properties and rights of the Acquirer, the Company or any of their respective Affiliates or (vi) any actions that are not conditioned on the consummation of the Merger, if taking any such action described in (i) through (vi) above would be reasonably be expected toto have, either individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million material and adverse impact on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless Acquirer, the effectiveness of such agreement or action is conditioned upon the Closing; provided further, however, that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (Company or any of their respective Subsidiaries (it being understood and agreed that, for purposes of this Section 5.4(c), a material and adverse impact shall be measured relative to the size of the Company and its Subsidiaries) , taken as a whole, regardless of whether such actions are imposed on, or any equity interest in any joint venture held by Ensco and Rowan (affect Acquirer, the Company, or any of their respective Subsidiaries) prior to Subsidiaries (any one or more of the End Dateforegoing, including through litigation, if necessaryan “Antitrust Restraint”). (cd) Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised Each of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9. In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement Acquirer and the Transaction. Each Party Company shall promptly inform the other Party, of any material communication between such party and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding any of the TransactionTransactions. Subject to Applicable Law relating to the exchange of information, Acquirer shall have the right (i) to direct overall strategy with respect to any Governmental Entity relating to the Transactions and permit (ii) to have its outside legal counsel review in advance any filing, application, notification or other material document to be submitted by the Company to any Governmental Entity under any Antitrust Law. To the extent practicable, each Party shall consult with the other Party to review and discuss in advance, and consider in good faith the views of the such other Party with respect to the information related to such other Party that appears in connection with, any proposed communication with any such Governmental Entityfiling, application, notification or other document. If any Party Acquirer or any Representative Affiliate of such Party Acquirer receives a any formal or informal request for additional supplemental information or documentary material, or other request for information, material from any Governmental Entity with respect to any of the TransactionTransactions, then such Party will use reasonable best efforts to make, Acquirer shall make or cause to be made, promptly and after consultation with the other Partyas soon as reasonably practicable, an appropriate a response in substantial compliance with such request. Neither Party If the Company or any Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to any of the Transactions, then the Company shall make or cause to be made, a response in compliance with such request. The Company shall not, without the prior written consent of Acquirer, (A) participate or permit any of the Company’s Representatives to participate in any material meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and relating to the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it Transactions unless the Company consults with the other Party Acquirer in advance and, to the extent permitted by such Governmental Entity, gives the other Party grants Acquirer the opportunity to attend and participate thereat. Each Party shall furnish lead the other Party with copies of all correspondencediscussions at such meeting or (B) proffer, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transactionmake proposals, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings negotiate, execute, carry out or submissions of information submit to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan agreements or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. (d) Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable. In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process. (e) In furtherance and not in limitation of the other covenants contained in this Section 5.9, each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments. Such reasonable best efforts shall also include Orders providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff. Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication actions that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e) subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential informationwould constitute an Antitrust Restraint. (f) Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9.