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EXFIIBIT "G" <br />FORM OF ACKNOWLEDGMENT AND CONSENT <br />This Acknowledgement and Consent Form, dated Q,,! 2011, is entered <br />into by and between the City of s' 41,4 (the "City ") and Rdflex Traffic Systems Inc., <br />Redflex "), with reference to the Agreement between the City of <br />Redflex Traffic Systems, Inc. for a Photo Red Light Enforcement Program, dated as of <br />10 .1/ 9,, 9. r by and between the City and Redflex (the "Agreement "). <br />1.Redflex has entered into a Credit Agreement, dated as of June 2009 ("the <br />Credit Agreement "), with Common Wealth Bank of Australia ( "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 />1