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EXHIBIT "G" <br /> FORM OF ACKNOWLEDGMENT AND CONSENT <br /> This Acknowledgement and Consent Form, dated , 2010, is entered <br /> into by and between the City of (the "City ") and Redflex Traffic Systems, Inc., <br /> ( "Redflex "), with reference to the Agreement between the City of and <br /> Redflex Traffic Systems, Inc. for a Traffic Camera Safety Improvement <br /> Program, dated as of , by and between the City and Redflex (the <br /> "Agreement "). <br /> 1. Redflex has entered into a Credit Agreement, dated as of <br /> 2009 ( "the Credit Agreement "), with ( "the Creditor ") pursuant <br /> to which the Creditor has provided certain working capital to Redflex. Such working <br /> capital is needed by Redflex to perform its obligations to the City under the Agreement. <br /> 2. Pursuant to the Credit Agreement, Redflex granted to the Creditor a <br /> security interest in all of Redflex's personal property relevant to and associated with the <br /> Agreement with the City as collateral for the payment and performance of Redflex's <br /> obligations to the Creditor under the Credit Agreement. Such security interest applies to <br /> and covers all of Redflex's contract rights, including, without limitation, all of Redflex's <br /> rights and interests under the Agreement. <br /> 3. Redflex shall not, by virtue of the Credit Agreement, be relieved of any <br /> liability or obligation under the Agreement, and the Creditor has not assumed any <br /> liability or obligation of Redflex under the Agreement. <br /> 4. The City hereby acknowledges notice of, approves and consents, in full, to <br /> Redflex's grant of the aforementioned security interest in favor of the Creditor in all of <br /> Redflex's rights and interests under the Agreement pursuant to the Credit Agreement. <br /> 5. The City further acknowledges and agrees that this Acknowledgement and <br /> Consent Form shall be binding upon the City and shall inure to the benefit of the <br /> successors and permitted assigns of the Creditor, and to any replacement lenders, banks <br /> and /or financial institutions which refinance Redflex's obligations to the Creditor under <br /> the Credit Agreement. <br /> [SIGNATURE PAGE TO FOLLOW] <br /> 32 <br />