ASSUMPTION
AGREEMENT, dated as of August 31, 2009, made by SS&C
Technologies Connecticut, LLC (the “ Additional
Grantor ”), in favor of JPMorgan Chase Bank, N.A., as
administrative agent (in such capacity, the “
Administrative Agent ”) for the banks and other
financial institutions or entities (the “ Lenders
”) parties to the Credit Agreement referred to below. All
capitalized terms not defined herein shall have the meaning
ascribed to them in such Credit Agreement.
WHEREAS, Sunshine
Acquisition II, Inc., (the “ Initial US Borrower
”), SS&C Technologies, Inc., (the “ Surviving US
Borrower ”), SS&C Technologies Canada Corp., as CDN
Borrower, the Lenders, JPMorgan Chase Bank, N.A., Toronto Branch,
as Canadian administrative agent (the “ Canadian
Administrative Agent ”) and the Administrative Agent have
entered into a Credit Agreement, dated as of November 23, 2005
(as amended, supplemented or otherwise modified from time to time,
the “ Credit Agreement ”);
WHEREAS, in
connection with the Credit Agreement, the Initial US Borrower, the
Surviving US Borrower and certain of its Affiliates (other than the
Additional Grantor) have entered into the Guarantee and Collateral
Agreement, dated as of November 23, 2005 (as amended,
supplemented or otherwise modified from time to time, the “
Guarantee and Collateral Agreement ”) in favor of the
Administrative Agent for the benefit of the Administrative Agent,
the Canadian Administrative Agent and the Lenders;
WHEREAS, the
Credit Agreement requires the Additional Grantor t
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