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 “
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