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Exhibit F <br />FORM OF ACKNOWLEDGMENT AND CONSENT <br />This Acknowledgement and Consent, dated as of September 13`", 2005, is <br />entered into by and between the City of San Leandro (the "City") and Redflex Traffic <br />Systems, (California) Inc., ("Redflex"), with reference to the [Agreement for Automated <br />Red Light Photo Enforcement Cameras], dated as of September 13t", 2005, by and <br />between the City and Redflex (the "Agreement"). <br />1. Redflex has entered into a Credit Agreement, dated as of August 3, 2003 <br />the "Harris-Redflex Credit Agreement"), with Harris Trust and Savings Bank (the <br />Bank"), pursuant to which the Bank has provided certain working capital credit facilities <br />to Redflex. Such credit facilities will provide Redflex the working capital that it needs to <br />perform its obligations to the City under the Agreement. <br />2. Pursuant to the Harris-Redflex Credit Agreement, Redflex has granted <br />Harris a security interest in all of Redflex's personal property as collateral for the <br />payment and performance of Redflex's obligations to the Bank under the Harris-Redflex <br />Credit Agreement. Such security interest applies to and covers all of Redflex's contract <br />rights, including, without limitation, all of Redflex's rights and interests under the <br />Agreement. <br />3. Redflex will not, by virtue ofthe Harris-Redflex Credit Agreement, be <br />relieved of any liability or obligation under the Agreement, and the Bank has not <br />assumed any liability or obligation of Redflex under the Agreement. <br />4. The City hereby acknowledges notice of, and consents to, Redflex's grant <br />of such security interest in favor ofthe Bank in all of Redflex's rights and interests under <br />the Agreement pursuant to the Harris-Redflex Credit Agreement. <br />5. The City further acknowledges and agrees that this Acknowledgement and <br />Consent shall be binding upon the City and shall inure to the benefit ofthe successors and <br />assigns ofthe Bank and to any replacement lender which refinances Redflex's obligations <br />to the Bank under the Harris-Redflex Credit Agreement. <br />IN WITNESS WHEREOF, the City and Redflex have caused this <br />Acknowledgement and Consent to be executed by their respective duly authorized and <br />elected officers as of the date first above written. <br />The City: <br />City of San Leandro] <br />By: <br />N h J. Jermanis <br />T1tl .'City Manager <br />Redflex: <br />REDFLEX TRAFFIC SYSTEMS, <br />CALIFORNIA) INC., <br />Name: ~ ~~~ t* N r i ~ <br />Title: ~/ ~ ~ ~ d~-`~'.5 ~ dC~ <br />29