THE NORTHERN DISTRICT OF SUCH
STATE, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES
HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
AGREEMENT OR ANY OTHER DOCUMENT RELATED HERETO. EACH OF THE PARTIES HERETO
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.
(h) EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
DOCUMENT RELATING HERETO, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR
TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
(i) The Collateral Agent (for itself and not on behalf of any other Person,
including any Secured Creditor) hereby notifies each Debtor that, pursuant to
the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies each Debtor, which information includes the name and
address of each Debtor and other information that will allow the Collateral
Agent to identify each Debtor in accordance with the Patriot Act.
(j) Time is of the essence of this Agreement.
(k) This Agreement is a Loan Document executed pursuant to the Credit Agreement
and shall (unless otherwise expressly indicated herein) be construed,
administered and applied in accordance with the terms and provisions of the
Credit Agreement.
[SIGNATURE PAGE TO FOLLOW]
G-19
EXHIBIT 10.45
EXECUTED VERSION
CUSIP NUMBER: 04313KAD1
IN WITNESS WHEREOF, each Debtor has caused this Security Agreement to be duly
executed and delivered as of the date first written above.
"DEBTORS"
ARTHROCARE CORPORATION, A DELAWARE CORPORATION
By
Name
Title
Accepted and agreed to in San Francisco, California, as of the date first
written above.
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS COLLATERAL AGENT
By
Name
Title
artc - amended & restated credit facitlity (10_15_04) w_redactions for
EDGAR(434520_2_SV)_20041108-2316-33B59B32
G-20
SCHEDULE A
LOCATIONS
COLUMN 1
COLUMN 2
COLUMN 3
NAME OF DEBTOR (AND STATE OF ORGANIZATION AND ORGANIZATIONAL REGISTRATION
NUMBER)
CHIEF EXECUTIVE