BUT NOT INCLUDING TAXES IMPOSED UPON BUYER WITH RESPECT TO
ITS OVERALL NET INCOME) AND COSTS, EXPENSES AND REASONABLE COUNSEL FEES IN
DEFENDING AGAINST THE SAME, WHETHER ARISING BY REASON OF THE ACTS TO BE
PERFORMED BY SELLER HEREUNDER OR OTHERWISE.
(D)
SET-OFF.
SELLER FURTHER AGREES THAT, IF
SELLER FAILS TO PAY ANY AMOUNTS DUE UNDER THIS SECTION 5 WITHIN THREE
(3) BUSINESS DAYS AFTER RECEIPT OF NOTICE FROM BUYER OF THE OCCURRENCE OF AN
EVENT OF REPURCHASE, SELLER HEREBY IRREVOCABLY INSTRUCTS BUYER TO SET-OFF SUCH
AMOUNT AGAINST THE PURCHASE PRICE OF ANY PROPOSED RECEIVABLES TO BE PURCHASED ON
OR AFTER SUCH DATE OR AGAINST ANY COLLECTIONS.
BUYER MAY ALSO SET-OFF FOR
UNPAID AMOUNTS UNDER THIS SECTION 5 AGAINST ANY OTHER FUNDS OF SELLER HELD BY
BUYER.
NO ACT OR CONSENT OF ANY NATURE WHATSOEVER IS REQUIRED PRIOR TO THE
RIGHT OF BUYER TO EXERCISE SUCH RIGHT OF SET-OFF.
(E)
COLLATERAL SECURITY.
AS COLLATERAL
SECURITY FOR SELLER'S EXISTING AND FUTURE OBLIGATIONS TO REPURCHASE AND PAY FOR
PURCHASED RECEIVABLES AS SET FORTH IN CLAUSE (A) ABOVE AND INDEMNIFICATION
OBLIGATIONS SET FORTH IN CLAUSES (B) AND (C) ABOVE, SELLER HEREBY GRANTS TO
BUYER A FIRST PRIORITY LIEN ON AND SECURITY INTEREST IN, AND THE RIGHT OF
SET-OFF AGAINST (1) THE COLLECTION ACCOUNT AND (2) ALL PROCEEDS OF THE
FOREGOING.
(F)
UCC.
THE RIGHTS GRANTED TO BUYER
HEREUNDER ARE IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES AFFORDED TO BUYER AS
A SECURED PARTY UNDER THE UCC.
6.
Notices.
Unless otherwise provided
herein, all communications by Seller or Buyer or any other agreement entered
into in connection herewith shall be in writing and (except for financial
statements and other informational documents which may be sent by first-class
mail, postage prepaid, or by email) shall be personally delivered or sent by a
recognized overnight delivery service, certified mail, postage prepaid, return
receipt requested, or by telecopier (with confirmed receipt) to Seller or Buyer,
as the case may be, at its address set forth below:
If to Seller:
UTStarcom, Inc.
1275 Harbor Bay Parkway
6
Alameda, CA 94502
Fax: (510) 864-8802
email: 
cc email: 
Attention: Keith San Felipe, Treasurer
If to Buyer:
Citibank, N.A.
388 Greenwich Street, 25th Floor
New York, NY 10013
Fax: (212) 816-6290
email: 
Attention: Erik Wanberg
Any Request, and any supporting documentation in connection herewith or
therewith, such as copies of invoices, may be sent by Seller by fax or as a PDF
file attachment to an email, and Buyer and Seller may otherwise communicate by
email or fax.
Seller agrees that Buyer may presume the authenticity,
genuineness, accuracy, completeness and due execution of any email or fax
communication bearing a facsimile or scanned signature resembling a signature of
an authorized Person of Seller without further verification or inquiry by
Buyer.
Notwithstanding the foregoing, Buyer in its sole discretion may elect
not to act or rely upon such a communication and shall be entitled (but not
obligated) to make inquiries or require further Seller action to authenticate