Agmt07 Redflex Traffic Systems - Agree/Automated red light enforcement

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Exhibit F FORM OF ACKNOWLEDGMENT AND CONSENT This Acknowledgement and Consent, dated as of January 26, 2007, is entered into by and between the City of (the "City") and Redflex Traffic Systems, Inc., ("Redflex"), with reference to the Agreement between the city of Redwood City and Redflex Traffic Systems, inc. for Photo red light enforcement program, dated as of January 26, 2007, by and between the City and Redflex (the "Agreement"). 1. Redflex has entered into a Credit Agreement, dated as of August 3, 2003 (the "Harris-Redflex Credit Agreement"), with Harris Trust and Savings Bank (the "Bank"), pursuant to which the Bank has provided certain working capital credit facilities to Redflex. Such credit facilities will provide Redflex the working capital that it needs to perform its obligations to the City under the Agreement. 2. Pursuant to the Harris-Redflex Credit Agreement, Redflex has granted Harris a security interest in all of Redflex's personal property as collateral for the payment and performance of Redflex's obligations to the Bank under the Harris-Redflex Credit Agreement. Such security interest applies to and covers all of Redflex's contract rights, including, without limitation, all of Redflex's rights and interests under the Agreement. 3. Redflex will not, by virtue of the Harris-Redflex Credit Agreement, be relieved of any liability or obligation under the Agreement, and the Bank has not assumed any liability or obligation of Redflex under the Agreement. 4. The City hereby acknowledges notice of, and consents to, Redflex's grant of such security interest in favor of the Bank in all of Redflex's rights and interests under the Agreement pursuant to the Harris-Redflex Credit Agreement. 5. The City further acknowledges and agrees that this Acknowledgement and Consent shall be binding upon the City and shall inure to the benefit of the successors and assigns of the Bank and to any replacement lender which refinances Redflex's obligations to the Bank under the Harris-Redflex Credit Agreement. IN WITNESS WHEREOF, the City and Redflex have caused this Acknowledgement and Consent to be executed by their respective duly authorized and elected officers as of the date first above written. The City: [REDWOOD C TY, a charter city and municipal cyn~ atio of the Sta of Californi - - By: Name: Ed Everet ', Title: City Manager Redflex: REDFLEX TRAFFIC SYSTEMS, INC., a Delaware Corporation Name: Karen Finley Title: President and CEO 30