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EXHIBIT "G" <br /> FORM OF ACKNOWLEDGMENT AND CONSENT <br /> This Acknowledgement and Consent Form, dated , 2011, is entered into by <br /> and between the City of (the "City") and Redflex Traffic Systems, Inc., ( "Redflex "), <br /> with reference to the Agreement between the City of and Redflex Traffic Systems, <br /> 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 , 2009 <br /> ( "the Credit Agreement "), with ("the Creditor ") pursuant to which the <br /> Creditor has provided certain working capital to Redflex. Such working capital is needed by <br /> Redflex to perform its obligations to the City under the Agreement. <br /> 2. Pursuant to the Credit Agreement, Redflex granted to the Creditor a security <br /> interest in all of Redflex's personal property relevant to and associated with the Agreement with <br /> the City as collateral for the payment and performance of Redflex's obligations to the Creditor <br /> under the Credit Agreement. Such security interest applies to and covers all of Redflex's <br /> contract rights, including, without limitation, all of Redflex's rights and interests under the <br /> Agreement. <br /> 3. Redflex shall not, by virtue of the Credit Agreement, be relieved of any liability <br /> or obligation under the Agreement, and the Creditor has not assumed any liability or obligation <br /> 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 Redflex's <br /> 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 successors and <br /> permitted assigns of the Creditor, and to any replacement lenders, banks and/or financial <br /> institutions which refinance Redflex's obligations to the Creditor under the Credit Agreement. <br /> [SIGNATURE PAGE TO FOLLOW] <br /> 29 <br />