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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

FORT LAUDERDALE DIVISION

IN RE: Chapter 11

WHOA NETWORKS, INC., a Florida corp., Case No.: 20-21883-BKC-SMG

WHOA NETWORKS, INC., a Delaware corp. Case No.: 20-21884-BKC-SMG

HIPSKIND TECHNOLOGY SOLUTIONS Case No.: 20-21885-BKC-SMG

GROUP INCORPORATED, 

PLATINUM SYSTEMS HOLDINGS, LLC, Case No.: 20-21886-BKC-SMG

Debtors. (Jointly Administered under

________________________________/ Case No.: 20-21883-BKC-SMG)

U.S. BANK’S MOTION TO COMPEL ASSUMPTION OR 

REJECTION OF EXECUTORY CONTRACTS AND 

FOR ALLOWANCE OF ADMINISTRATIVE CLAIM

U.S. Bank National Association d/b/a U.S. Bank Equipment Finance (“U.S. Bank”), by 

and through counsel, and for its Motion to Compel Assumption or Rejection of an Executory 

Contract by the Debtor Whoa Networks, Inc., a Florida corp. (the “Debtor”), pursuant to 11 U.S.C. 

§ 365, and for Allowance of an Administrative Claim pursuant to 11 U.S.C. § 503 (the “Motion”),

states as follows: 

JURISDICTION AND VENUE

1. On October 29, 2020, the Debtor filed its voluntary petition for relief under Chapter 

11 of the Bankruptcy Code (the “Petition Date”).

2. On November 3, 2020, the Court granted the motion for joint administration of the 

above referenced bankruptcy cases. 

3. Upon information and belief, the Debtor, pursuant to §§1107 and 1108 of the 

Bankruptcy Code, is continuing in the management, possession and operation of its business and 

property as a debtor-in-possession.

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4. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§157 and 1334. 

This is a core proceeding within the meaning of 28 U.S.C. §157(b)(2)(A) and (G).

5. Venue in this Court is proper pursuant to 28 U.S.C. §§1408 and 1409.

6. The basis for the relief requested herein are §§105, 365 and 503 of the Bankruptcy 

Code, and Rule 6006 of the Federal Rules of Bankruptcy Procedure.

BACKGROUND

a. Agreement No. xx5346-000.

7. On June 19, 2019, Arrow Capital Solutions, Inc. (“Arrow”), as lender, and the 

Debtor, as borrower, entered into Software Payment Agreement No. ACS xx9-0006 (the “First 

Agreement”), wherein U.S. Bank agreed to finance the Debtor’s acquisition of the following 

products: Twenty-six (26) Microsoft Hosted Exchange STD Licenses; Four (4) Microsoft Office 

Standard Licenses; Eight (8) Microsoft WinSvrDataCtr ALNG LicSAPk MVL 1 Proc; Four (4) 

Microsoft SQL Server Enterprise Core Licenses; Fourteen (14) Microsoft SQL Server Standard 

Core Licenses; One (1) VMware Service Provider License – 1800 PTS / 500 EVM; and 

professional services related thereto (the “First Products”). A true and correct copy of the First 

Agreement is attached hereto as Exhibit 1.

8. Pursuant to the First Agreement, the Debtor agreed to make thirty-six (36) 

consecutive monthly payments in the amount of $3,180.45. See Exhibit 1.

9. The Debtor signed a delivery and acceptance certificate verifying that the First 

Products were delivered, inspected and accepted. A true and correct copy of the delivery of 

acceptance certificate for the First Products is attached hereto as Exhibit 2.

10. On June 28, 2019, Arrow assigned all its right, title and interest in the First 

Agreement, First Products and right to payment under the First Agreement to U.S. Bank as set 

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forth in the Specification of Assigned Interest executed pursuant to the Master Sale Agreement 

dated April 21, 2014 entered between Arrow and U.S. Bank. The First Agreement was renumbered and identified as U.S. Bank Contract No. xx5346-000 upon the assignment from Arrow.

A true and correct copy of the Specification of Assigned Interest for the First Agreement is attached 

hereto as Exhibit 3.

11. U.S. Bank properly perfected its security interest in the First Products. True and 

correct copies of the UCC-1 financing statement for the First Products filed by Arrow on June 27, 

2019 and the UCC-3 Financing Statement Amendment filed by U.S. Bank on February 27, 2020 

are attached hereto as Group Exhibit 4.

12. The Debtor defaulted under the First Agreement by failing to make the payment 

due January 1, 2020, and all payments due thereafter. 

b. Agreement No. xx5733-000.

13. On July 17, 2019, Arrow, as lender, and the Debtor, as borrower, entered into 

Installment Payment Agreement No. ACS xx9-0006 (the “Second Agreement”), wherein U.S. 

Bank agreed to finance the Debtor’s acquisition of the following products: One (1) Cohesity 

Storage C4300-SFP-36TB Hyperconverged 3 Node Block, including Cohesity Data Platform 

Standard Edition, subscription and support; Ten (10) Cohesity 10G Short Range Optical SFP 

Adapters ADP-SFP-10G-SR; Two (2) Microsoft SQL Server Enterprise Core Licenses; and Two 

(2) Microsoft SQL Server Standard Core Licenses (the “Second Products”). A true and correct 

copy of the Second Agreement is attached hereto as Exhibit 5.

14. Pursuant to the Second Agreement, the Debtor agreed to make sixty (60) 

consecutive monthly payments in the amount of $1,954.22. See Exhibit 5.

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15. The Debtor signed a delivery and acceptance certificate verifying that the Second 

Products were delivered, inspected and accepted. A true and correct copy of the delivery of 

acceptance certificate for the Second Products is attached hereto as Exhibit 6.

16. On July 30, 2019, Arrow assigned all its right, title and interest in the Second 

Agreement, Second Products and right to payment under the Second Agreement to U.S. Bank as 

set forth in the Specification of Assigned Interest executed pursuant to the Master Sale Agreement 

dated April 21, 2014 entered between Arrow and U.S. Bank. The Second Agreement was renumbered and identified as U.S. Bank Contract No. xx5733-000 upon the assignment from Arrow.

A true and correct copy of the Specification of Assigned Interest for the Second Agreement is 

attached hereto as Exhibit 7.

17. U.S. Bank has properly perfected its security interest in the Second Products. True 

and correct copies of the UCC-1 financing statement for the Second Products filed by Arrow on 

July 24, 2019 and the UCC-3 Financing Statement Amendment filed by U.S. Bank on February 

26, 2020 are attached hereto as Group Exhibit 8.

18. The Debtor defaulted under the Second Agreement by failing to make the payment 

due January 1, 2020, and all payments due thereafter. 

19. U.S. Bank fully performed its obligations under the First Agreement and Second 

Agreement (the “Agreements”).

20. On December 3, 2020, U.S. Bank filed its claim (Claim No. 10-1) in the amount of 

$201,111.07 against the Debtor. 

21. Upon information and belief, the First Products and Second Products (collectively 

the “Products”) remain in the exclusive possession and control of the Debtor. 

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22. Upon information and belief, there are no other entities that may have a legal or 

equitable interest in the Products. 

RELIEF SOUGHT

a. Assumption or Rejection of Agreements. 

23. Section 365(a) of the Bankruptcy Code provides that a debtor, “subject to the court's 

approval, may assume or reject any executory contract ... of the debtor.” See 11 U.S.C. § 365(a) 

(West 2021); see also Mission Prod. Holdings, Inc. v. Tempnology, LLC, 139 S. Ct. 1652, 1657–

59, 203 L. Ed. 2d 876 (2019). A contract is executory if performance remains due to some extent 

on both sides. Tempnology, 139 S. Ct. at 1658. 

24. Pursuant to Section 365(d)(2) of the Bankruptcy Code, the Court may order the 

debtor to assume or reject an executory contract within a specified period of time. See 11 U.S.C. 

§ 365(d)(2) (West 2021). The Bankruptcy Court has broad discretion to determine whether to 

shorten the period for assumption or rejection of an executory contract. In re Travelot Co., 286 

B.R. 462 (Bankr. S.D. Ga. 2002) (bankruptcy court is empowered with discretion to establish an 

earlier deadline for assumption or rejection of an executory contract). 

25. The Court should require the Debtor to make an immediate determination whether 

to assume or reject the Agreements, because U.S. Bank continues to perform under the Agreements

by providing its Products, and can avoid further expense and post-petition claims against the estate 

if the Debtor does not agree that the Products are critical to its business operations. 

26. Pursuant to §365(b)(1) of the Bankruptcy Code, if a debtor decides to assume an 

executory contract or unexpired lease, it must cure any default, or provide adequate assurance that 

the default will be promptly cured, compensate the creditor for all rents due and payable, and 

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provide adequate assurance of future performance for any future payments that come due under 

the terms of the executory contract or unexpired lease. See 11 U.S.C. § 365(b)(1) (West 2021).

27. Further, if the Debtor rejects the Agreements, then pursuant to §365(g) of the 

Bankruptcy Code, U.S. Bank is entitled to an allowed unsecured claim under the Agreements.

28. It is also appropriate for the Debtor to make an immediate determination of whether 

it will assume or reject the Agreement to avoid administrative expenses accruing from the Debtor’s 

continued utilization of U.S. Bank’s Products.

B. Request for Administrative Claim. 

29. The Debtor has utilized U.S. Bank’s Products since the commencement of this case.

30. U.S. Bank has not received post-petition payments for the Products provided.

31. To the extent that U.S. Bank’s Products are critical to the continued operation of 

the business, pursuant to §503(a) and (b) of the Bankruptcy Code, amounts due U.S. Bank for the 

Products provided should be deemed an allowed administrative claim. See 11 U.S.C. § 503 (West 

2021). Section 503(b) of the Bankruptcy Code provides that “there shall be allowed administrative 

expenses” for the “actual, necessary costs and expenses of preserving the estate.” Id. 

32. The Debtor should be required to make the payments due under the Agreements as 

an administrative cost of preserving the estate.

33. In the event the Agreements are rejected, U.S. Bank should be allowed an 

administrative claim for the amount due for Products provided from the Petition Date through and 

including the date the Agreements are rejected. 

WHEREFORE, U.S. Bank National Association d/b/a U.S. Bank Equipment Finance

respectfully requests that this Court enter an Order: 

a. requiring the Debtor to assume or reject the Agreements pursuant to § 365(d)(2), 

and in the event that such Agreements are assumed, requiring the Debtor to cure all 

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amounts due and owing under the Agreements, and provide adequate assurance of 

future performance;

b. directing the Debtor to pay to U.S. Bank the amount due under the Agreements in 

accordance with 11 U.S.C. §§365(b)(1)(A) and 503(a); and

c. granting such other and further relief as this Court deems just and proper.

Dated March 8, 2021

THE LAW OFFICES OF RONALD S. CANTER, LLC,

By: /s/ Ronald S. Canter 

RONALD S. CANTER

Florida Bar No. 335045

200A Monroe Street, Suite 104

Rockville, MD 20850

301-424-7490 (office)

301-424-7470 (fax)

301-943-6111 (cell)

rcanter@roncanterllc.com

400 S. Dixie Hwy. Suite 322

Boca Raton, FL 3342

Local Address 

Attorney for U.S. Bank National Association 

d/b/a U.S. Bank Equipment Finance

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CERTIFICATE OF SERVICE

The undersigned does hereby certify that a true and correct copy of the foregoing has been 

filed by CM/ECF on March 9, 2021, and that an electronic copy will be furnished to all parties on 

the electronic notice list by transmission of Notices of Electronic Filing generated by CM/ECF. I 

also certify that a true and correct copy of the foregoing was served via First Class Mail, Postage 

Prepaid on March 9, 2021 to: 

Whoa Networks, Inc., a Florida Corporation

7261 Sheridan Street, #340

Hollywood, FL 3304-2708

/s/ Ronald S. Canter

Ronald S. Canter, Esquire

Attorney for U.S. Bank National 

Association d/b/a U.S. Bank Equipment 

Finance 

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