Replacement of Lost Notes Clause Samples

Replacement of Lost Notes. Upon receipt of evidence reasonably satisfactory to Borrowers of the mutilation, destruction, loss or theft of any Revolving Note and the ownership thereof, Borrowers shall, upon the written request of the holder of such Revolving Note, execute and deliver in replacement thereof a new Revolving Note in the same form, in the same original principal amount, so mutilated, destroyed, lost or stolen; and such Revolving Note so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Revolving Note being replaced has been mutilated, it shall be surrendered to Borrowers after Agent's receipt of the replacement Revolving Note; and if such replaced Revolving Note has been destroyed, lost or stolen, the holder of such Revolving Note shall furnish Borrowers with an indemnity in writing reasonably acceptable to Borrowers to save them harmless in respect of such replaced Revolving Note.

Replacement of Lost Notes. In case any Note shall become ------------------------- mutilated or defaced or be lost, destroyed or stolen, then on the terms herein set forth, and not otherwise, the Trustee shall promptly execute and deliver a new Note in the then unpaid principal amount of the predecessor Note and bearing such identifying number or designation as the Trustee may determine, in exchange and substitution for, and upon cancellation of, the mutilated or defaced Note, or in lieu of and in substitution for the same if lost, destroyed or stolen. The applicant for a new Note pursuant to this Section shall furnish to the Trustee and to the Company evidence to their satisfaction of the loss, destruction or theft of such Note alleged to have been lost, destroyed or stolen and of the ownership and authenticity of such mutilated, defaced, lost, destroyed or stolen Note, and also shall furnish such security or indemnity as may be required by the Trustee and the Company in their discretion, and shall pay all expenses and charges of such substitution or exchange. In the case of each of the original purchasers of Notes or any Institutional Investor transferee, a letter of indemnity in form reasonably satisfactory to the Company and the Trustee from such holder shall be sufficient security and indemnity. All Notes are held and owned upon the express condition that the foregoing provisions are exclusive in respect of the replacement of mutilated, defaced, lost, destroyed or stolen Notes and shall preclude any and all other rights and remedies, any law or statute now existing or hereafter enacted to the contrary notwithstanding.

Replacement of Lost Notes. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction or mutilation of a Note or any other security document which is not of public record, and, in the case of any such loss, theft, destruction or mutilation, upon cancellation of such Note or other security document, the Borrower will issue, in lieu thereof, a replacement note or other security document in the same principal amount thereof and otherwise of like tenor. [The remainder of this page intentionally left blank]

Replacement of Lost Notes. 13 2.21 Right of First Refusal.......................................14

Replacement of Lost Notes. 51 SCHEDULES SCHEDULE 1 - Commitments of Lender EXHIBITS EXHIBIT A - Form of Revolving Credit Note EXHIBIT B - Form of Notice of Borrowing or Conversion EXHIBIT C - Disclosure EXHIBIT D - Form of Report of Chief Financial Officer EXHIBIT E - Form of Borrowing Base Report EXHIBIT F - Borrower's Short Term Investment Portfolio Investment Policy UNLIMITED GUARANTY UNLIMITED GUARANTY, dated as of October 27, 2000 by Aspentech, Inc., a Texas corporation, Aspentech Securities Corp., a Massachusetts corporation, Industrial Systems, Inc., a Washington corporation, and such other parties as may from time to time become a party hereto pursuant to SECTION 15 hereof (each individually a "GUARANTOR" and collectively, the "GUARANTORS"), in favor of FLEET NATIONAL BANK, as Lender under (and as defined in) that certain Credit Agreement of even date herewith between the Lender and Aspen Technology, Inc., a Delaware corporation (together with its successors, the "COMPANY") (as the same may be amended, modified, supplemented, extended or restated from time to time the "CREDIT AGREEMENT"). In consideration of the Lender making advances to the Company and issuing letters of credit for the account of the Company under the Credit Agreement, the Guarantors agree as follows: