Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Applicable Law" means New York Insurance Law Section 1308, Title 11, Section 125 of the New York Codes, Rules and Regulations (11 NYCRR 125), and any successor statutes, regulations, rules, bulletins, guidelines, or orders promulgated thereunder or in replacement thereof, in each case as amended from t

Section 1.2 — Rules of Interpretation The following rules of construction and interpretation shall apply to this Agreement: (a) References to any statute, regulation, rule, or other enactment shall be deemed to include any amendments, modifications, successor enactments, or re-enactments thereof, unless the context requires otherwise. (b) The headings and captions of Articles, Sections, Schedules, and Exhibits in thi

ARTICLE II — ESTABLISHMENT OF TRUST

Section 2.1 — Creation of Trust Account The Grantor hereby establishes a multi-beneficiary reinsurance trust account with the Trustee, and the Trustee hereby accepts appointment as trustee of such trust account, upon the terms and subject to the conditions set forth in this Agreement. The Trust Account shall be denominated in United States Dollars and shall be titled as follows: "Tidewater Re S.A. Multi-Beneficiary R

Section 2.2 — Multi-Beneficiary Trust Status The Trust established hereunder is structured as a multi-beneficiary trust under NY Insurance Law § 1308 and 11 NYCRR 125. The Trust may be designated by the Grantor to secure the Grantor's reinsurance obligations to additional United States ceding insurers, subject to the following conditions: (a) The addition of any additional beneficiary shall be subject to the provisio

Section 2.3 — Irrevocability The Trust is irrevocable during the term of the Reinsurance Agreement and any period during which obligations of the Grantor under the Reinsurance Agreement remain outstanding, including any run-off period following the expiration or termination of the Reinsurance Agreement. The Grantor may not revoke, amend, modify, or terminate the Trust except in accordance with the provisions of Artic

Section 2.4 — Situs The Trust established hereunder is sitused in the State of New York. All Trust Assets shall be held within the United States at all times by the Trustee or its authorized agents and custodians, in compliance with the situs requirements of 11 NYCRR 125 and any other requirements of Applicable Law. The Trustee shall not transfer, deposit, or maintain any Trust Assets outside the United States withou

ARTICLE III — FUNDING OF TRUST

Section 3.1 — Initial Funding The Grantor shall deposit into the Trust Account assets with a fair market value of not less than Fourteen Million Two Hundred Eighty Thousand Dollars ($14,280,000) (the "Required Trust Amount"). The initial funding of the Trust Account must be completed no later than the earlier of: (a) December 15, 2025, or (b) the date immediately preceding the inception of the Treaty Period (i.e., De

Section 3.2 — Form of Initial Deposit The initial deposit into the Trust Account may consist of any combination of the following: (a) Cash, denominated in United States Dollars; (b) Permitted Investments, as defined in Section 4.2, valued at fair market value as of the date of deposit; or (c) Clean, irrevocable letters of credit meeting the requirements of 11 NYCRR 125 and issued by a qualified United States financia

Section 3.3 — Maintenance and Adjustment of Trust Funding (a) Maintenance Obligation. The Grantor shall ensure that the aggregate fair market value of Trust Assets is maintained at not less than one hundred two percent (102%) of the Grantor's pro-rata share of the maximum aggregate exposure under the Reinsurance Agreement at all times during the term of this Agreement. The Grantor acknowledges that this maintenance o

Section 3.4 — Additional Beneficiaries If additional ceding insurers are designated as beneficiaries of the Trust pursuant to Section 2.2, the Grantor shall increase the aggregate fair market value of Trust Assets proportionally to cover the Grantor's reinsurance obligations to all beneficiaries at the Funding Percentage. Specifically, the Required Trust Amount shall be increased by an amount equal to one hundred two

Section 3.5 — No Commingling Trust Assets shall not be commingled with the general assets of the Trustee, the Grantor, or any other person or entity. The Trustee shall maintain the Trust Account as a separate and distinct account, and shall hold all Trust Assets in a segregated manner in compliance with Applicable Law and the Trustee's fiduciary obligations.

ARTICLE IV — TRUST INVESTMENTS

Section 4.1 — Investment Authority Subject to the Permitted Investment guidelines set forth in Section 4.2 and the Trustee's standard investment policies, the Grantor shall have the right to direct the investment of Trust Assets by providing written investment instructions to the Trustee. The Trustee shall execute investment instructions received from the Grantor promptly and in good faith, provided that such instruc

Section 4.2 — Permitted Investments Trust Assets shall be invested only in assets qualifying under 11 NYCRR 125 and NY Insurance Law § 1308, including the following: (a) Direct obligations of the United States of America, including United States Treasury bills, notes, and bonds; (b) Obligations of agencies or instrumentalities of the United States government, including but not limited to obligations issued or guarant

Section 4.3 — Investment Income All interest, dividends, coupon payments, and other income earned on Trust Assets shall be credited to the Trust Account and shall form part of the Trust Assets for all purposes under this Agreement, including for purposes of calculating whether the aggregate fair market value of Trust Assets equals or exceeds the Required Trust Amount. Investment income may be withdrawn by the Grantor

Section 4.4 — Valuation Trust Assets shall be valued at fair market value, determined in accordance with generally accepted valuation methodologies applicable to the type of asset in question. The Trustee shall provide monthly valuation statements to the Grantor and the Beneficiary, setting forth the composition and aggregate fair market value of Trust Assets as of the last business day of each calendar month. Such m

ARTICLE V — BENEFICIARY WITHDRAWAL RIGHTS

Section 5.1 — Right to Withdraw The Beneficiary shall have the right to withdraw Trust Assets from the Trust Account at any time and from time to time, without notice to, or the consent or approval of, the Grantor, to the extent necessary to accomplish any of the following purposes: (a) To pay or reimburse the Beneficiary for the Grantor's share of losses, allocated loss adjustment expenses, unallocated loss adjustme

Section 5.2 — Withdrawal Procedures To effect a withdrawal from the Trust Account, the Beneficiary shall deliver a written notice (a "Withdrawal Notice") to the Trustee, substantially in the form of Exhibit A attached hereto, specifying the following: (a) The date of the Withdrawal Notice; (b) The aggregate amount of the withdrawal, stated in United States Dollars; (c) The purpose or basis for the withdrawal, in reas

Section 5.3 — Form of Withdrawal Withdrawals from the Trust Account may be made in cash or, at the Beneficiary's sole election, in kind (i.e., by delivery of specific Trust Assets to the Beneficiary). If the Beneficiary elects to receive a withdrawal in kind, the Beneficiary shall specify in the Withdrawal Notice the particular Trust Assets to be delivered, and the Trustee shall deliver such Trust Assets to the Benef

Section 5.4 — Restoration Following Withdrawal Following any withdrawal by the Beneficiary from the Trust Account, the Grantor shall, within thirty (30) calendar days following receipt of notice of such withdrawal from the Trustee, deposit additional assets into the Trust Account in an amount sufficient to restore the aggregate fair market value of Trust Assets to the Required Trust Amount, unless the withdrawal was

ARTICLE VI — GRANTOR'S LIMITED RIGHTS

Section 6.1 — Withdrawal of Excess Assets The Grantor may withdraw Trust Assets from the Trust Account only to the extent that the aggregate fair market value of Trust Assets exceeds the Required Trust Amount as of the most recent quarterly valuation performed by the Trustee pursuant to Section 3.3(d). The amount available for withdrawal by the Grantor shall be equal to the excess, if any, of the aggregate fair marke

Section 6.2 — Substitution of Assets The Grantor may substitute Trust Assets held in the Trust Account, provided that all of the following conditions are satisfied: (a) The replacement assets are Permitted Investments and have an aggregate fair market value that is equal to or greater than the aggregate fair market value of the Trust Assets being substituted; (b) The Trustee receives simultaneous delivery of the repl

Section 6.3 — No Other Rights Except as expressly set forth in Sections 6.1 and 6.2, the Grantor has no right, title, interest, or claim in or to Trust Assets while the Trust is in effect. Without limiting the generality of the foregoing, the Grantor may not pledge, hypothecate, encumber, assign, or transfer any interest in Trust Assets, and any such attempted pledge, hypothecation, encumbrance, assignment, or transf

ARTICLE VII — TRUSTEE DUTIES, POWERS, AND COMPENSATION

Section 7.1 — Standard of Care The Trustee shall administer the Trust in accordance with the terms of this Agreement, Applicable Law, and the standard of care applicable to professional corporate fiduciaries under the laws of the State of New York. The Trustee shall act with the care, skill, prudence, and diligence that a prudent professional fiduciary would exercise in like circumstances. The Trustee shall not be li

Section 7.2 — Record Keeping and Reporting The Trustee shall maintain complete, accurate, and current books and records of all Trust Account transactions, including but not limited to deposits, withdrawals, investment purchases and sales, maturities, interest and dividend receipts, and all other credits and debits to the Trust Account. The Trustee's record-keeping and reporting obligations shall include the following

Section 7.3 — Compliance with Applicable Law The Trustee shall comply with all requirements of NY Insurance Law § 1308, 11 NYCRR 125, and any other Applicable Law governing the establishment, maintenance, administration, and operation of multi-beneficiary reinsurance trusts. Without limiting the generality of the foregoing, the Trustee shall cooperate fully with examinations, audits, inquiries, and information reques

Section 7.4 — Trustee Compensation and Expenses The Grantor shall pay the Trustee's fees and reimburse the Trustee for all reasonable out-of-pocket expenses incurred in connection with the administration of the Trust, in accordance with the fee schedule set forth in Schedule B attached hereto. Trustee fees and expenses shall not be paid from Trust Assets unless the Grantor fails to pay such fees and expenses within s

Section 7.5 — Indemnification of Trustee The Grantor shall indemnify, defend, and hold harmless the Trustee and its directors, officers, employees, and agents from and against all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of or in connection with the Trustee's acceptance of appointment, administration, and perfo

Section 7.6 — Resignation and Removal of Trustee (a) Resignation. The Trustee may resign as trustee hereunder upon ninety (90) calendar days' written notice delivered to the Grantor and the Beneficiary. Such resignation shall not become effective until a successor trustee has been appointed and has accepted appointment in accordance with Section 7.7, and all Trust Assets, records, and documents have been transferred

Section 7.7 — Successor Trustee Any successor trustee appointed in accordance with Section 7.6 shall have all the rights, powers, duties, and obligations of the original Trustee under this Agreement. The predecessor trustee shall deliver all Trust Assets, records, documents, and instruments to the successor trustee, together with a final accounting of the Trust Account as of the date of transfer. Upon completion of s

ARTICLE VIII — TERM AND TERMINATION

Section 8.1 — Term This Agreement shall become effective upon execution and delivery by all three parties hereto (target execution date: December 15, 2025) and shall remain in full force and effect until the later of: (a) The date on which all of the Grantor's obligations under the Reinsurance Agreement have been fully and finally discharged, commuted, or otherwise satisfied, as evidenced by a written confirmation fr

Section 8.2 — Conditions to Termination The Trust may be terminated only upon the satisfaction of all of the following conditions: (a) All obligations of the Grantor under the Reinsurance Agreement have been fully and finally discharged, commuted, or otherwise satisfied, including but not limited to the payment of all losses, loss adjustment expenses, unearned premium, and any other amounts owed by the Grantor to the

Section 8.3 — Distribution upon Termination Upon termination of this Agreement in accordance with Sections 8.1 and 8.2, any remaining Trust Assets shall be released and distributed to the Grantor, or as the Grantor may otherwise direct in writing. The Trustee shall deliver a final accounting of the Trust Account, reflecting all transactions from the date of the most recent prior statement through the date of distribu

Section 8.4 — Survival Notwithstanding the termination of this Agreement, the following provisions shall survive such termination and shall continue in full force and effect: (a) the indemnification obligations set forth in Section 7.5; (b) the record-keeping and reporting obligations set forth in Section 7.2, to the extent necessary to deliver the final accounting and to respond to regulatory inquiries; and (c) the

Section 9.1 — Amendment This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by all three parties hereto (the Grantor, the Beneficiary, and the Trustee). No oral agreement, understanding, representation, or course of dealing shall constitute or be deemed to constitute an amendment to this Agreement. No amendment shall be effective if it would cause the Trust to fail to c

Section 9.2 — Regulatory Amendments If Applicable Law is amended, modified, or supplemented such that additional or different requirements are imposed on the Trust, the Trust Account, the Trust Assets, or the parties hereto, the parties shall promptly and in good faith negotiate and execute such amendments to this Agreement as are necessary or appropriate to conform the terms of this Agreement to such additional or d

ARTICLE X — GOVERNING LAW AND DISPUTE RESOLUTION

Section 10.1 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts-of-law principles thereof that would result in the application of the laws of any other jurisdiction. The parties acknowledge and agree that the State of New York has a substantial relationship to the Trust, the Trust Account, and the transactions contemp

Section 10.2 — Dispute Resolution — Grantor and Beneficiary Any dispute, controversy, or claim between the Grantor and the Beneficiary arising out of, relating to, or in connection with this Agreement, including but not limited to disputes regarding the Beneficiary's withdrawal rights under Article V, the Grantor's funding obligations under Article III, or the Grantor's rights under Article VI, shall be resolved by a

Section 10.3 — Dispute Resolution — Trustee Any dispute, controversy, or claim involving the Trustee, whether arising between the Trustee and the Grantor, between the Trustee and the Beneficiary, or among all three parties, shall be submitted to the exclusive jurisdiction of the state courts of the State of New York located in the County of New York, or the United States District Court for the Southern District of Ne

Section 10.4 — Waiver of Jury Trial EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

ARTICLE XI — REPRESENTATIONS AND WARRANTIES

Section 11.1 — Representations and Warranties of the Grantor The Grantor hereby represents and warrants to the Beneficiary and the Trustee as follows, as of the date of this Agreement: (a) Organization and Existence. The Grantor is a société anonyme duly organized, validly existing, and in good standing under the laws of the Grand Duchy of Luxembourg. (b) Power and Authority. The Grantor has full corporate power and

Section 11.2 — Representations and Warranties of the Beneficiary The Beneficiary hereby represents and warrants to the Grantor and the Trustee as follows, as of the date of this Agreement: (a) Organization and Standing. Quorum Specialty Insurance Company is a Connecticut-domiciled admitted property and casualty insurer, NAIC Company Code No. 42917, duly organized and in good standing under the laws of the State of Co

Section 11.3 — Representations and Warranties of the Trustee The Trustee hereby represents and warrants to the Grantor and the Beneficiary as follows, as of the date of this Agreement: (a) Organization and Existence. Fidelitas Trust Company of New York is a trust company duly organized and existing under the laws of the State of New York, and is authorized to exercise trust powers and to act as trustee under applicab

Section 12.1 — Notice Addresses All notices, requests, demands, consents, approvals, Withdrawal Notices, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand delivery, nationally recognized overnight courier service, or electronic mail (with confirmation of receipt). Any such notice or communication shall be deemed to have been duly given (

Section 12.2 — Change of Address Any party may change its address for notices hereunder by delivering written notice of such change to the other parties in accordance with this Article XII. Such change shall be effective upon receipt of the notice of change by the other parties.

Section 13.1 — Entire Agreement This Agreement, together with the Reinsurance Agreement and the Schedules and Exhibits attached hereto, constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes all prior negotiations, representations, warranties, commitments, offers, agreements, and understandings, whether written or oral, among the parties with respect to such subje

Section 13.2 — Severability If any provision of this Agreement is held by a court of competent jurisdiction or an arbitration panel to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if it cannot be so modified, it shall be severed from this Agreement, and the remaining provisions of this Agreement shall continue in f

Section 13.3 — No Third-Party Beneficiaries Except as expressly provided with respect to any additional beneficiaries added to the Trust pursuant to Section 3.4, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right