||All inventory and equipment now owned or hereafter acquired by debtor inbusiness and all proceeds of debtor's inventory in any form or forms, accountscontract rights, chattel paper, general intangibles, instruments or other rightsto payment, all machinery and equipment, vehicles, all insurance policies andproceeds thereof pertaining to the foregoing, and commissions, now and hereafterarising out of business of debtor including, but not limited to, handsetsaccessories, prepaid coupons, "PINS", and replenishing cards, and other tangibleitems shipped by T-Mobile USA, Inc. or its agents to debtor.
||In order to secure Dealer's obligations under this Agreement, including itsobligation to pay Company invoices when due, Dealer grants to Company a securityinterest in: (a) Purchases from T-Mobile of any personal property, includingwithout limitation, Equipment ordered from and/or provided by T-Mobile."Equipment," as used herein, shall mean all handsets, wireless voice and datadevices, accessories, prepaid coupons and replenishment cards, SIM cardse-coupon PINs, and other tangible personal property shipped by T-Mobile or itsagents to Dealer, and (b) all of Dealer's right, title and interest in anypayments of money or other consideration or compensation due from T-Mobilerelating to the sale of T-Mobile's Wireless Service and products to Subscribers.Dealer agrees to execute, deliver to Company, and permit Company to file anyfinancing statements necessary in Company's discretion to perfect Company'ssecurity interest in the Equipment. Dealer appoints Company as Dealer's agentfor the purpose of executing, delivering, and filing any such financingstatements. Nothing in this Section shall limit the remedies available toCompany under the remainder of this Agreement. Additionally, nothing in thisSection will prevent the Dealer from (a) granting a first priority securityinterest in any and all of its assets, other than those assets subject toCompany's security interest and (b) granting a security interest in InventoryEquipment and the proceeds there from, which latter security interest shall besubject to Company's first priority security interest in such collateral.