HT-2022-000022 - [2025] EWHC 2011 (TCC)

1.

Policy Number:

2.

Policyholder:

Omni Bridgeway (Fund 5) S2 L.P. (in respect of 405893)

3.

Policyholder’s address:

4.

Case:

Claimant: Opponent:

Claim by the Claimant against the Opponent in the High Court, action number HT-2022-000022, where Claimant and Opponent are defined as set out below.

Lloyds Developments Ltd Accor Hotelservices UK Ltd

5.

Inception Date:

6.

Currency:

British Pounds (GBP)

7.

Premium:

8.

Limit:

9.

Endorsement:

(i) In return for the Policyholder having paid Premium, the Insurer endorses the Policy as per Appendix 1 from the Inception Date in respect of security for costs in the Case at the Policyholder’s request.

(ii) Where security for costs is capable of being dealt with in tranches, the Insurer will provide a separate endorsement for each tranche but subject always to the Security Limit of Indemnity (as defined in Appendix 1) and the Limit.

10.

Participating Insurers

Name and details of Insurer

Reference

Monetary Line

Signed Line

AmTrust Specialty Limited (previously AmTrust Europe Limited) (“Amtrust”) whose registered office is at … AmTrust Specialty Limited is authorized by the Prudential Regulation Authority, and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. These details can be checked on the Financial Services Register by visiting

www.fca.org.uk

100%

Several Liability Notice

Insurers Liability Clause

The liability of a Participating Insurer under this Policy is several and not joint with any other Participating Insurer party to this Policy. A Participating Insurer is liable only for the proportion of liability it has underwritten. A Participating Insurer is not jointly liable for the proportion of liability underwritten by any other insurer or any other Participating Insurer. Nor is a Participating Insurer otherwise responsible for any liability of any other insurer that may underwrite this Policy.

Each Participating Insurer named hereon binds itself for its own part and not for one another. Each Participating Insurer’s liability under the Policy shall not exceed that percentage or amount of the risk shown against that Participating Insurer’s name.

Although reference is made at various points in this clause to “this Policy” in the singular, where the circumstances so require this should be read as a reference to policies in the plural.

Appendix 1

Anti Avoidance Endorsement (AAE)

.

On inception of this AAE the definition of Insured Liability under the Policy will be deleted and replaced with the following definition.

“Insured Liability” means the obligation to pay Incurred Adverse Costs which are not the subject of clause 2, in respect of the Case which(i) the Policyholder has agreed to indemnify pursuant to the Litigation Funding Agreement, or (ii) the Claimant and/or Policyholder is ordered to pay or agrees to paywith the Insurer’s approval, up to the Limit;

For the purposes of this AAE, the words “save where such costs are excluded by the terms of the Policy” will be deleted from the definition of Incurred Adverse Costs under the Policy;

Definitions

1.

The following defined terms shall be added to the Policy:

a. “Security Payee” means a person or party nominated by the Opponent and notified to the Insurer.

b. “Security Claim” means a claim under the terms of this Endorsement made by the Security Payee, on behalf of the Opponent, or any of them, whichrelates to Incurred Adverse Costs and which satisfies the criteria set out in clause 12 of this Endorsement.

c. “Security Limit of Indemnity” means the total aggregate payment stated herein that the Insurer will pay under the Policy in respect of a Security Claim. The Security Limit of Indemnity is within rather than additional to the Limit. The Security Limit of Indemnity is GBP 1,557,336 .00

Security

2.

Provided that the Security Payee makes a Security Claim, the Insurer will pay to the Security Payee the Incurred Adverse Costs quantified by a final costs certificate or order of the Court or by agreement between the Insurer and the Opponent subject always to the Security Limit of Indemnity.

3.

Subject to clause 4 of this Endorsement 1, for the purposes of this AAE, the Insurer

Confirms:

a. that this Policy is non-voidable and non-cancellable; and

b. any claim made against this Policy will be honoured in full irrespective of:

i. any exclusions or any provisions of the Policy; or

ii. any provisions of general law; or

iii. any fraud, dishonesty, deceit, duress, inducement or undue influence whatsoever by or affecting any person including, without limitation, in making or failing to make any representation or disclosure or giving or offering any bribe or benefit

which would have otherwise rendered the Policy or the claim unenforceable or entitled the Insurer to avoid, rescind, discharge, cancel or vitiate the Policy or avoid, reduce, exclude or deny cover or otherwise repudiate liability under any of the terms of the Policy including without limitation Clause 11.15.

This clause shall in no way prejudice the Insurer’s rights as against any other party including the Policyholder. In the event that the Insurer is subject to a claim which the Insurer would not have been subject to but for the terms of this Endorsement 1, the Policyholder will fully indemnify the Insurer and shall be immediately liable to reimburse the Insurer for all of the costs of the claim which shall include all costs incurred by the Insurer arising from the claim. The Insurer retains full subrogation rights.

4.

For the purposes of this AAE:

i. the following defined terms continue to apply: Incurred Adverse Costs, Insurer,

Case, Limit; Policy, Policyholder; and

ii. the Insurer will not make any payment;:

a. where making any payment to the Security Payee would expose the Insurer to any sanction, prohibition or restriction under United Nations resolutions, and or trade and economic sanctions, laws and or regulations of the European Union, United Kingdom, United States of America and / or Australia;

b. where making any payment to the Security Payee would be in breach of any criminal or regulatory law or provision;

c. relating to an appeal of the first instance proceedings in the Case unless the Insurer has consented in advance for the Policy to extend coverage to the Incurred Adverse Costs of such appeal;

d. to the extent that the requested payment will cause the Security Limit of Indemnity to be exceeded.

5.

Each payment to the Security Payee or Opponent shall be a valid discharge of the Insurer’s obligations to the Security Payee and the Opponent. The Insurer shall not be concerned with how monies paid to the Security Payee are distributed.

6.

Subject to clause 7 of this Endorsement 1, until such time as the Insurer’s obligation to pay the Security Payee up to the Security Limit of Indemnity is fully extinguished, all payments under the Policy in respect of any claim will be made solely to the Security Payee.

7.

In the event the Security Payee declines unreasonably and unjustifiably to accept any payment and such payment is made to the Policyholder, such payment will reduce the cover available under the Security Limit of Indemnity and/or Security Limit of Indemnity and the Limit.

9.

10.

The Security Limit of Indemnity and the Limit will also each be reduced by any payment made to the Policyholder pursuant to clause 7 of this Endorsement 1or to the Opponent or to the Security Payee in respect of a claim by the Security Payee in respect of a Security Claim.

The Policyholder irrevocably authorises and instructs the Insurer to pay, and the Insurer agrees to pay, any claims payment arising from a claim by the Policyholder on the Policy and/or a Security Claim to the Security Payee by paying such claims payment to such bank account as the Security Payee may from time to time specify to the Insurer in writingat the address given in clause 12 of this Endorsement 1.  No instruction whether by the Policyholder or by any other person other than the Security Payee to make payment to any other entity or account shall be honoured by the Insurer unless also independently given or confirmed by the Security Payee to the Insurer in writing.

Security Claim

11.

Any request for payment by the Security Payee will constitute notification of a claim on the

Policy.

12.

In order to make a Security Claim, the Security Payee must:

a. Advise the Insurer as soon as practically possible of any claim the Security Payee may have against the Insurer under this Endorsement 1.

b. Submit a claim to the Insurer which,

i. is expressed as being made under this Endorsement 1, referencing the policy number; and

ii. is for a sum being no greater than the balance of the cover remaining available under the Policy subject to the Security Limit of Indemnity, which has not been paid by the Insurer; and

iii. is accompanied by a relevant court order or final costs certificate or agreement by the Policyholder as to the amount of costs to be paid by the Policyholder which has been agreed by the Insurer; and

iv. which specifies any sums which have been paid to the Security Payee by the Insurer.

c. Submit the claim to the addresses below (or to such addresses as is notified in writing by one party to the others from time to time) by hand or by pre-paid first class recorded delivery post. A notification should be copied to the email addresses stated below for information only, but for the avoidance of doubt, an email copy will not constitute service of a notification.

In respect of AmTrust

…

NB. Proof of transmission does not constitute proof of delivery.

Consequential

13.

The parties to this Policy agree that irrespective of any other provisions of the Policy, the terms of this Endorsement 1 are intended to benefit the Opponent and the Security Payee and may be enforced by the Opponent and the Security Payee directly pursuant to the provisions of the Contracts (Rights of Third Parties) Act 1999. No other third party is entitled to the benefit of or to enforce any term of this Endorsement 1 under any provision of the Contracts (Rights of Third Parties) Act 1999 or otherwise.

14.

The arrangements contained in this Endorsement 1 shall continue to apply notwithstanding the liquidation or insolvency of the Policyholder or the Insurer.

15.

No material amendments to the terms set out in the Policy which would limit the effect of this Endorsement 1 (including but not limited to reductions of the Security Limit of Indemnity, reduction of the risks covered, or widening of the exclusions) shall be made without the agreement in writing of the Insurer, the Policyholder and the Security Payee.

16.

The laws of England and Wales will govern the validity, construction and performance of this Endorsement and any dispute or matter in relation thereto. The Insurer further agrees to submit to the jurisdiction of the English courts..

All other terms and conditions remain unaltered.

Name and details of Insurer

Reference

Monetary Line

Signed Line

AmTrust Specialty Limited whose registered office is at … AmTrust Specialty Limited is authorized by the Prudential Regulation Authority, and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. These details can be checked on the Financial Services Register by visiting www.fca.org.uk

100%

Several Liability Notice – Insurers Liability Clause

The liability of a Participating Insurer under this Policy is several and not joint with any other Participating Insurer party to this Policy. A Participating Insurer is liable only for the proportion of liability it has underwritten. A Participating Insurer is not jointly liable for the proportion of liability underwritten by any other insurer or any other Participating Insurer. Nor is a Participating Insurer otherwise responsible for any liability of any other insurer that may underwrite this Policy.

Each Participating Insurer named hereon binds itself for its own part and not for one another. Each Participating Insurer’s liability under the Policy shall not exceed that percentage or amount of the risk shown against that Participating Insurer’s name.

Although reference is made at various points in this clause to “this Policy” in the singular, where the circumstances so require this should be read as a reference to policies in the plural.