ACKNOWLEDGMENT AND CONFIRMATION
AGREEMENT
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JP MORGAN
CHASE BANK, N.A., as administrative agent, and JPMORGAN CHASE BANK,
N.A., TORONTO BRANCH, as Canadian administrative agent, for and on
behalf of the lenders under the Credit Agreement (as defined
below)
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Reference
is made to the credit agreement (the “ Credit
Agreement ”) dated as of November 23, 2005 (as
amended, supplemented or otherwise modified from time to time)
among Sunshine Acquisition II, Inc., a Delaware corporation,
SS&C Technologies, Inc., a Delaware corporation, SS&C
Technologies Canada Corp., a Nova Scotia unlimited company (“
SS&C-NS ” and collectively, the “
Borrowers ”), the lenders from time to time party to
the Credit Agreement (the “ Lenders ”), Wachovia
Bank, National Association, as syndication agent, Bank of America,
N.A., as documentation agent, JPMorgan Chase Bank, N.A., as
administrative agent, and JPMorgan Chase Bank, N.A., Toronto
Branch, as Canadian administrative agent (the “ Canadian
Administrative Agent ” and collectively the “
Administrative Agents ”).
The
undersigned also refer to the Canadian guarantee and collateral
agreement (the “ Guarantee ”) dated as of
November 23, 2005 among SS&C-NS and 3105198 Nova Scotia
Company, a Nova Scotia unlimited company (the “
Guarantor ”), in favour of the Canadian Administrative
Agent.
On
September 1, 2009 SS&C-NS and the Guarantor amalgamated
pursuant to the Companies Act (Nova Scotia) to form SS&C
Technologies Canada Corp., a Nova Scotia unlimited company (“
Amalco ”).
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