REDFLEX TRAFFIC SYSTEMS 1 - 2002

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EXHIBIT B FORM OF ACKNOWLEDGMENT AND CONSENT THIS ACKNOWLEDGMENT AND CONSENT is entered into by and between the City of Santa Ana (the "City ") and Redflex Traffic Systems, Inc. ( "Redflex "), dated related to that certain Agreement dated _, by and between the City and Redflex (the "Agreement ") which hereby acknowledges, consents and agrees to the following (the "Consent'): 1. Redflex has financed certain operations and equipment related to its business, including but not limited to camera systems, housing and poles (the "Equipment") through certain lenders (the "Lenders "). Redflex has granted to Lenders a security interest in the Equipment, related property including software and proceeds thereto as collateral for the performance when due of its obligations to Lenders. Redflex desires to assign all of its rights, but none of its liabilities or obligations under the Agreement (the "Assignment ") to [Inset Name], as collateral agent for the Lenders (the "Collateral Agent "). Redflex will not, by virtue of the Assignment, be relieved of any liability or obligation under the Agreement or otherwise, and neither Collateral Agent nor Lenders are assuming any liabilities or obligations under the Agreement.— City hereby acknowledges notice of the Assignment and hereby consents thereto and to assignment to any similar subsequent financing party of Redflex, and further acknowledges that Collateral Agent or Lenders, and their respective successors and assigns, and any other subsequent future lender, may assign the rights received from Redflex. 2. Redflex hereby authorizes City upon Collateral Agent's written request to make any payments due to Redflex under the Agreement directly to Collateral Agent, c/o [Insert Address], or to whomever Collateral Agent may from time to time direct in writing. 3. City acknowledges that the attached Exhibit A is a true, correct and complete copy of the Agreement. 4. City agrees that City shall not assert against Collateral Agent and Lenders any right or claim of set off, recoupment, counterclaim or other defense in respect of amounts or obligations owed by Collateral Agent and Lenders to City against amounts or obligations that City owes to Collateral Agent and Lenders under the Agreement. 5. In accordance with Section [11.1] of the Agreement, this Consent shall be deemed to be notice to City. In the event that City fails to provide such approval or object to this Consent within ten (10) business days after receipt of this Consent. City shall be deemed to have consented to and approved this Consent. IN WITNESS THEREOF, each of the undersigned have caused this Acknowledgment and Consent to be executed by their duly elected officers duly authorized as of the date first above written. CITY OF SANTA ANA REDFLEX TRAFFIC SYSTEMS INC. By: Print Name: Title: Date: Address: By: Print Name: Title: Date: Address: