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i <br />Case 1:20-bk-12043 Doc 466 Filed 10/09/20 Entered 10/09/20 14:25:40 Desc Main <br />Document Page 2 of 9 <br />Insurance Policy, and has no "contractual right" to those proceeds, there is no other basis to lift <br />the stay. Neither argument bears upon the central point that the Debtor insured itself against Hughs' <br />claim and that D&O Insurance Policy remains available to respond to Hughs' claim —and exists <br />for no other purpose because there are no other claims against the D&O Insurance Policy —thereby <br />preserving the assets of the Debtor's Estate. <br />Curiously, like Debtor Rhino, the UCC does not dispute the actual basis of Hughs claim: <br />that pursuant to the terms of the Royal Bylaws and the Rhino LP Agreement, Debtor is obligated <br />to indemnify Hughs for these claims. Nor does the UCC dispute that, according to the terms of the <br />D&O Insurance Policy, the policy drops down to respond to Hughs' claim at "dollar one," which <br />means that there is no claim against the Estate for what otherwise would be the Debtor's deductible <br />under the D&O Insurance Policy. Rather, the UCC implies — quite incorrectly — that the Estate or <br />other creditors somehow would be entitled to the proceeds of the D&O Insurance Policy if Hughs <br />were not allowed to make the claim. The UCC offers no support — and there is none — for that <br />proposition. <br />Irrespective of whether the policy proceeds are property of the Estate, cause exists to lift <br />the Automatic Stay in favor of Hughs to prevent irreparable harm by allowing Hughs to claim <br />against the D&O Insurance Policy. Not only is Hughs entitled to indemnification by the Debtor <br />for his attorneys' fees and expenses, denying him the ability to make such a claim against the D&O <br />Insurance Policy would result in irreparable harm as Hughs will be left holding the bag for nearly <br />$400,000 in fees and expenses that his former employer is obliged to indemnify. <br />ARGUMENT <br />1. Even if this Court were to accept the UCC's contention that because the proceeds of the <br />D&O Insurance Policy (as Hughs explained in his Motion, this claim began as one for <br />2 <br />