Guarantee Agreement



 Exhibit 10.2 
 EXECUTION COPY 
 VIRTUS INVESTMENT PARTNERS, INC. 
 GUARANTEE AGREEMENT 
 among 

 VIRTUS INVESTMENT PARTNERS, INC., 
 EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO 
 and 
 THE BANK OF NEW YORK MELLON, 
 as
Administrative Agent 
  
  
 Dated as of September 1, 2009 







 TABLE OF CONTENTS 
  


							
	 	 	 	  	 	  	Page
	ARTICLE 1. GUARANTEE; FRAUDULENT TRANSFER, ETC.; CONTRIBUTION	  	1
				
		 	SECTION 1.1	  	GUARANTEE	  	1
		 	SECTION 1.2	  	GUARANTEE OF PAYMENT	  	2
		 	SECTION 1.3	  	FRAUDULENT TRANSFER	  	2
		 	SECTION 1.4	  	CONTRIBUTIONS	  	2
		
	ARTICLE 2. OBLIGATIONS NOT WAIVED	  	3
		
	ARTICLE 3. SECURITY	  	4
		
	ARTICLE 4. NO DISCHARGE OR DIMINISHMENT OF GUARANTEE	  	4
		
	ARTICLE 5. DEFENSES OF BORROWER WAIVED	  	4
		
	ARTICLE 6. AGREEMENT TO PAY; SUBORDINATION	  	5
		
	ARTICLE 7. INFORMATION	  	5
		
	ARTICLE 8. REPRESENTATIONS AND WARRANTIES	  	6
		
	ARTICLE 9. TERMINATION	  	6
		
	ARTICLE 10. BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENTS	  	6
		
	ARTICLE 11. WAIVERS; AMENDMENTS	  	7
				
		 	SECTION 11.1	  	NO WAIVER	  	7
		 	SECTION 11.2	  	AMENDMENTS, ETC.	  	7
		
	ARTICLE 12. NOTICES	  	7
		
	ARTICLE 13. SURVIVAL OF AGREEMENT; SEVERABILITY	  	8
				
		 	SECTION 13.1	  	SURVIVAL OF AGREEMENT	  	8
		 	SECTION 13.2	  	SEVERABILITY	  	8
		
	ARTICLE 14. ADDITIONAL GUARANTORS	  	8
		
	ARTICLE 15. RIGHT OF SETOFF	  	8
		
	ARTICLE 16. GOVERNING LAW; JURISDICTION; VENUE; WAIVER OF JURY TRIAL	  	9
				
		 	SECTION 16.1	  	GOVERNING LAW	  	9
		 	SECTION 16.2	  	CONSENT TO JURISDICTION	  	9
		 	SECTION 16.3	  	WAIVER OF OBJECTION TO VENUE	  	9
		 	SECTION 16.4	  	CONSENT TO SERVICE OF PROCESS	  	9
		 	SECTION 16.5	  	WAIVER OF JURY TRIAL	  	10
		
	ARTICLE 17. MISCELLANEOUS	  	10
				
		 	SECTION 17.1	  	HEADINGS	  	10

  

 Virtus Investment Partners, Inc. Guarantee Agreement 









							
		 	SECTION 17.2	  	COUNTERPARTS	  	10
		 	SECTION 17.3	  	RULES OF INTERPRETATION	  	10
		 	SECTION 17.4	  	RESOLUTION OF DRAFTING AMBIGUITIES	  	10

 EXHIBITS: 
  

			
	Exhibit A	  	List of Subsidiaries and Addresses for Notices
	Exhibit B	  	Form of Supplement

  

 (ii) 
 Virtus Investment Partners, Inc. Guarantee Agreement 








 GUARANTEE AGREEMENT, dated as of September 1, 2009, among VIRTUS INVESTMENT PARTNERS, INC., a
Delaware corporation (the “Borrower”), each of the Subsidiaries of the Borrower listed on Exhibit A hereto or which becomes a party hereto in accordance to Article 14 (each such Subsidiary, individually, a
“Subsidiary Guarantor” or “Guarantor” and, collectively, the “Subsidiary Guarantors” or “Guarantors”) and THE BANK OF NEW YORK MELLON, as Administrative Agent under the Credit
Agreement referred to in the next paragraph acting on behalf of the Secured Parties (as defined in such Credit Agreement). 
 RECITALS

 A. Reference is made to the Credit Agreement, dated as of September 1, 2009, among the Borrower, the Lenders party thereto, and The
Bank of New York Mellon, as Administrative Agent, (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein, and the term
“subsidiary”, shall have the meanings assigned to such terms in the Credit Agreement and the terms “Secured Obligations” and “Secured Parties” have the meanings assigned to such terms in the Security Agreement.

 B. The Lenders have agreed to make Revolving Loans to, and the Issuing Bank has agreed to issue Letters of Credit for the account of, the
Borrower pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each Guarantor is a direct or indirect Subsidiary of the Borrower and each of the Borrower and each Guarantor acknowledges that the Revolving
Loans, Letters of Credit and other financial accommodations made under the Loan Documents will enhance the aggregate borrowing powers of the Borrower and credit availability to the other Loan Parties and facilitate their loan relationship with the
Credit Parties, all to the mutual advantage of the Borrower and the Guarantors. 
 C. Each Guarantor further acknowledges that it will derive
substantial direct and indirect benefit from the making of the Revolving Loans and the issuance of the Letters of Credit.  
 D. The
execution and delivery by the Guarantors and the Borrower of this Guarantee Agreement is a condition precedent to the effectiveness of the Credit Agreement, and the Credit Parties would not have entered into the Credit Agreement if the Guarantors
and the Borrower had not executed and delivered this Guarantee Agreement. 
 Accordingly, the parties hereto agree as follows: 
 ARTICLE 1. 
 GUARANTEE; FRAUDULENT TRANSFER,
ETC.; CONTRIBUTION 
 Section 1.1 Guarantee. Each Guarantor unconditionally guarantees, jointly with the other Guarantors and
severally, as a primary obligor and not merely as a surety, the Secured Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it and that it will
remain bound upon its guarantee notwithstanding any extension or renewal of any Secured Obligation. 
  

 Virtus Investment Partners, Inc. Guarantee Agreement 








 Section 1.2 Guarantee of Payment. Each Guarantor further agrees that its guarantee hereunder
constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any of the security held for payment of the Secured Obligations or to
any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other person. 
 Section 1.3 Fraudulent Transfer. Anything in this Guarantee Agreement to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall be limited to a maximum aggregate amount
equal to the greatest amount that would not render such Subsidiary Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer, obligation or conveyance under Section 548 of Title 11 of the United States Code or any
provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the
Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor (A) in respect of intercompany debt owed or owing to the Borrower or Affiliates of the Borrower to the extent that such debt would be
discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder and (B) under any Guarantee of senior unsecured debt or Indebtedness subordinated in right of payment to the Secured Obligations, which Guarantee contains a
limitation as to maximum amount similar to that set forth in this Section, pursuant to which the liability of such Subsidiary Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving
effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Subsidiary Guarantor pursuant to
(I) applicable law or (II) any agreement providing for an equitable allocation among such Subsidiary Guarantor and other Affiliates of the Borrower of obligations arising under guarantees by such parties (including the agreements described in
Section 1.4). 
 Section 1.4 Contributions. In addition to all rights of indemnity and subrogation, the Subsidiary
Guarantors may have under applicable law (but subject to this paragraph), the Borrower agrees that (i) in the event a payment shall be made by any Subsidiary Guarantor hereunder, the Borrower shall indemnify such Subsidiary Guarantor for the
full amount of such payment, and such Subsidiary Guarantor shall be subrogated to the rights of the Person to whom such payments shall have been made to the extent of such payment, and (ii) in the event that any assets of any Subsidiary
Guarantor shall be sold pursuant to any Loan Document to satisfy any claim of any Secured Party, the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so
sold. Each Subsidiary Guarantor (a “Contributing Subsidiary Guarantor”) agrees (subject to this paragraph) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder or assets of any other Subsidiary
Guarantor shall be sold pursuant to any Loan Document to satisfy a claim of any Secured Party and such other Subsidiary Guarantor (the “Claiming Subsidiary Guarantor”) shall not have been fully indemnified by the Borrower 

  

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as provided in this paragraph, the Contributing Subsidiary Guarantor shall indemnify the Claiming Subsidiary Guarantor in an amount equal to the amount of
such payment or the greater of the book value or the fair market value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Subsidiary Guarantor on the date hereof and
the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Article 14, the date of the Supplement hereto executed and
delivered by such Subsidiary Guarantor). Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this paragraph shall be subrogated to the rights of such Claiming Subsidiary Guarantor under this
paragraph to the extent of such payment. Notwithstanding any provision of this paragraph to the contrary, all rights of the Subsidiary Guarantors under this paragraph and all other rights of indemnity, contribution or subrogation under applicable
law or otherwise shall be fully subordinated to the final and indefeasible payment in full in cash of the Secured Obligations. No failure on the part of the Borrower or any Subsidiary Guarantor to make the payments required by this paragraph (or any
other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Subsidiary Guarantor with respect to its obligations under this paragraph, and each Subsidiary Guarantor shall remain liable
for the full amount of the obligations of such Subsidiary Guarantor under this paragraph. 
 ARTICLE 2. 
 OBLIGATIONS NOT WAIVED 
 To the fullest
extent permitted by applicable law, each Guarantor waives presentment to, demand of payment from, and protest to any Loan Party of any of the Secured Obligations, and also waives notice of acceptance of its guarantee and notice of protest for
nonpayment. To the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be affected by (i) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to
enforce or exercise any right or remedy against the Borrower or any other Guarantor under the provisions of the Credit Agreement or any other Loan Document, or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release
from, any of the terms or provisions of this Guarantee Agreement, any other Loan Document, any Guarantee or any other agreement, including with respect to any other Guarantor under this Guarantee Agreement or (iii) the failure to perfect any
security interest in, or the release of, any of the security held by or on behalf of the Administrative Agent or any other Secured Party. 
  

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 Virtus Investment Partners, Inc. Guarantee Agreement 








 ARTICLE 3. 
 SECURITY 
 Each Guarantor authorizes the Administrative Agent and each other Secured Party to (i) take
and hold security for the payment of the obligations under this Guarantee Agreement, (including pursuant to the Security Documents), and exchange, enforce, waive and release any such security, (ii) apply such security and direct the
order or manner of sale thereof in accordance with the Loan Documents and (iii) release or substitute any one or more endorsees, other Guarantors or other obligors. 
 ARTICLE 4. 
 NO DISCHARGE OR DIMINISHMENT OF GUARANTEE 
 The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the
final and indefeasible payment in full in cash of the Secured Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Secured Obligations, and shall not be subject to any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder
shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document or any other
agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations, or by any other act or omission that may or might in any manner or to
any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the final and indefeasible payment in full in cash of all the Secured Obligations). 
 ARTICLE 5. 
 DEFENSES OF BORROWER WAIVED

 To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of the
Borrower or any other Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the final and indefeasible
payment in full in cash of the Secured Obligations. The Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an
assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any 

  

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other accommodation with the Borrower or any Guarantor or exercise any other right or remedy available to them against the Borrower or any Guarantor, without
affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Secured Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor waives any defense arising out
of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Guarantor, as
applicable, or any security. 
 ARTICLE 6. 
 AGREEMENT TO PAY; SUBORDINATION 
 In furtherance of the foregoing and not in limitation of any other right
that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Secured Obligation when and as the same shall become due,
whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the
amount of such unpaid Secured Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of such Guarantor against the applicable Loan Party arising as a result thereof by
way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior final and indefeasible payment in full in cash of the Secured Obligations. In addition,
any debt or Lien of the Borrower or any other Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior final and indefeasible payment in full in cash of the Secured Obligations and the Liens created
under the Loan Documents. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt of the Borrower or such other Loan Party,
such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the
terms of the Loan Documents. 
 ARTICLE 7. 
 INFORMATION 
 Each Guarantor assumes all responsibility for being and keeping itself informed of each Loan
Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Secured Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees
that none of the Administrative Agent or the other Secured Parties will have any duty to advise any of the Guarantors of information known to it or any of them regarding such circumstances or risks. 
  

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 ARTICLE 8. 
 REPRESENTATIONS AND WARRANTIES 
 Each of the Subsidiary Guarantors represents and warrants as to itself that
all representations and warranties relating to it contained in the Credit Agreement are true and correct. 
 ARTICLE 9. 
 TERMINATION 
 The guarantees made hereunder
(i) shall terminate when all Commitments have expired or otherwise terminated and the principal of and interest on each Revolving Loan and all fees and other amounts payable under the Loan Documents shall have been finally and indefeasibly paid
in full in cash and all Letters of Credit have expired or otherwise terminated and all LC Disbursements have been indefeasibly reimbursed in full in cash and (ii) shall continue to be effective or be reinstated, as applicable, if at any time
payment, or any part thereof, of any such Credit Obligation is rescinded or must otherwise be restored by any Secured Party or any Guarantor upon the bankruptcy or reorganization of any Loan Party or otherwise. 
 ARTICLE 10. 
 BINDING EFFECT; SEVERAL
AGREEMENT; ASSIGNMENTS 
 Whenever in this Guarantee Agreement any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor that are contained in this Guarantee Agreement shall bind and inure to the benefit of each party hereto and its successors
and assigns. This Guarantee Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed
on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the
other Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void), except as
expressly contemplated by this Guarantee Agreement or the other Loan Documents. If any of the Equity Interests in any Subsidiary Guarantor is sold, transferred or otherwise 

  

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 Virtus Investment Partners, Inc. Guarantee Agreement 








 
disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary Guarantor shall no longer
be a Subsidiary, then the obligations of such Subsidiary Guarantor under this Guarantee Agreement shall be automatically released. This Guarantee Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended,
modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder. 
 ARTICLE 11. 
 WAIVERS; AMENDMENTS 
 Section 11.1 No Waiver. No failure or delay of the Administrative Agent in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Administrative Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision
of this Guarantee Agreement or any other Loan Document or consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be permitted by Section 11.2, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No notice or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in similar or other circumstances. 
 Section 11.2 Amendments, etc. Neither this Guarantee Agreement nor any provision hereof may be waived, amended or modified except pursuant to
a written agreement entered into by, between or among the Administrative Agent and the Guarantor or Guarantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with
Section 10.2 of the Credit Agreement. 
 ARTICLE 12. 
 NOTICES 
 All communications and notices hereunder shall be in writing and given as provided in
Section 10.1 of the Credit Agreement. All communications and notices hereunder to the Administrative Agent or the Borrower shall be given to it at its address for notices set forth in such Section, and all communications and notices
hereunder to any Guarantor shall be given to it at the address set forth for such Guarantor on Exhibit A, with a copy to the Borrower. 
  

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 ARTICLE 13. 
 SURVIVAL OF AGREEMENT; SEVERABILITY 
 Section 13.1 Survival of Agreement. All covenants,
agreements, representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guarantee Agreement or any other Loan Document shall be considered to
have been relied upon by the Administrative Agent and the other Secured Parties and shall survive the execution and delivery of any Loan Document, the making of any Revolving Loan and the issuance of any Letter of Credit, regardless of any
investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect until this Guarantee Agreement shall terminate. 
 Section 13.2 Severability. In the event any one or more of the provisions contained in this Guarantee Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 ARTICLE 14. 
 ADDITIONAL GUARANTORS 
 Upon execution and
delivery after the date hereof by the Administrative Agent and a Subsidiary of an instrument in the form of Exhibit B, such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a
Subsidiary Guarantor herein. The execution and delivery of any such instrument shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Subsidiary Guarantor as a party to this Guarantee Agreement. 
 ARTICLE 15. 
 RIGHT OF SETOFF 
 If an Event of Default
shall have occurred and be continuing, each Secured Party is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to setoff and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other Indebtedness at any time owing by such Secured 

  

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Party to or for the credit or the account of any Guarantor against any or all the obligations of such Guarantor now or hereafter existing under this
Guarantee Agreement and the other Loan Documents held by such Secured Party, irrespective of whether or not such Secured Party shall have made any demand under this Guarantee Agreement or any other Loan Document and although such obligations may be
unmatured. The rights of each Secured Party under this Article are in addition to other rights and remedies (including other rights of setoff) which such Secured Party may have. 
 ARTICLE 16. 
 GOVERNING LAW; JURISDICTION; VENUE; WAIVER OF JURY TRIAL 
 Section 16.1 GOVERNING LAW. THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 
 Section 16.2 Consent to Jurisdiction. Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States
of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the
extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. Nothing in this Guarantee Agreement shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or the other
Loan Documents against any Guarantor, or any of its property, or in the courts of any jurisdiction. 
 Section 16.3 Waiver of
Objection to Venue. Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents in any court referred to in Section 16.2. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 
 Section 16.4 Consent
to Service of Process. Each party to this Guarantee Agreement irrevocably consents to service of process in the manner provided for notices in Article 12. Nothing in this Guarantee Agreement will affect the right of any party to this
Guarantee Agreement to serve process in any other manner permitted by law. 
  

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 Section 16.5 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTEE AGREEMENT. EACH PARTY HERETO HEREBY (I) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTEE AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 ARTICLE 17. 
 MISCELLANEOUS 
 Section 17.1 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Guarantee Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Guarantee Agreement. 
 Section 17.2 Counterparts. This Guarantee Agreement may be executed
in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which, when taken together, shall constitute but one contract (subject to Article 10), and shall become
effective as provided in Article 10. Delivery of an executed counterpart of this Guarantee Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Guarantee Agreement. 
 Section 17.3 Rules of Interpretation. The rules of interpretation specified in Sections 1.2, 1.3 and 1.4 of the Credit
Agreement shall be applicable to this Guarantee Agreement. 
 Section 17.4 Resolution of Drafting Ambiguities. The Borrower and
each Guarantor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of this Guarantee Agreement, that it and its counsel reviewed and participated in the preparation and negotiation thereof and
that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof. 
 [Remainder of Page Intentionally Left Blank] 
  

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 IN WITNESS WHEREOF, the parties hereto have duly executed this Guarantee Agreement as of the day and year
first above written. 
  

			
	
	VIRTUS INVESTMENT PARTNERS, INC.
		
	By:	 	 /s/ Michael A. Angerthal

	Name:	 	Michael A. Angerthal
	Title:	 	Executive Vice President & Chief Financial Officer
	
	DUFF & PHELPS INVESTMENT MANAGEMENT CO.
		
	By:	 	 /s/ Michael A. Angerthal

	Name:	 	Michael A. Angerthal
	Title:	 	Executive Vice President & Treasurer
	
	ENGEMANN ASSET MANAGEMENT
		
	By:	 	 /s/ Michael A. Angerthal

	Name:	 	Michael A. Angerthal
	Title:	 	Executive Vice President & Chief Financial Officer
	
	EUCLID ADVISORS LLC
		
	By:	 	 /s/ Michael A. Angerthal

	Name:	 	Michael A. Angerthal
	Title:	 	Executive Vice President & Treasurer
	
	KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT, LLC
		
	By:	 	 /s/ Michael A. Angerthal

	Name:	 	Michael A. Angerthal
	Title:	 	Senior Vice President & Chief Financial Officer


  

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	PASADENA CAPITAL CORPORATION
		
	By:	 	 /s/ Michael A. Angerthal

	Name:	 	Michael A. Angerthal
	Title:	 	Executive Vice President & Chief Financial Officer
	
	RUTHERFORD FINANCIAL CORPORATION
		
	By:	 	 /s/ David Hanley

	Name:	 	David Hanley
	Title:	 	Vice President & Treasurer
	
	SCM ADVISORS LLC
		
	By:	 	 /s/ Michael A. Angerthal

	Name:	 	Michael A. Angerthal
	Title:	 	Senior Vice President & Chief Financial Officer
	
	VIRTUS INVESTMENT ADVISERS, INC.
		
	By:	 	 /s/ Michael A. Angerthal

	Name:	 	Michael A. Angerthal
	Title:	 	Executive Vice President & Chief Financial Officer
	
	VIRTUS PARTNERS, INC.
		
	By:	 	 /s/ Michael A. Angerthal

	Name:	 	Michael A. Angerthal
	Title:	 	Executive Vice President, Chief Financial Officer


  

 Virtus Investment Partners, Inc. Guarantee Agreement 









			
	ZWEIG ADVISERS, LLC
		
	By:	 	 /s/ Michael A. Angerthal

	Name:	 	Michael A. Angerthal
	Title:	 	Executive Vice President & Chief Financial Officer


  

 Virtus Investment Partners, Inc. Guarantee Agreement 









			
	THE BANK OF NEW YORK MELLON,
	as Administrative Agent
		
	By:	 	 /s/ Richard G. Shaw

	Name:	 	Richard G. Shaw
	Title:	 	Vice President

  

 Virtus Investment Partners, Inc. Guarantee Agreement