EX-10.6




 Exhibit 10.6 

TERM GUARANTEE AGREEMENT 
 dated
as of 
 December 14, 2021 

among 
 THE GUARANTORS PARTY
HERETO 
 and 
 ROYAL BANK OF
CANADA, 
 as Term Collateral Agent 











 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	ARTICLE I	  			
	DEFINITIONS	  			
			
	 SECTION 1.01.
	 	Credit Agreement	  	 	1	 
	 SECTION 1.02.
	 	Other Defined Terms	  	 	1	 
		
	ARTICLE II	  			
	THE GUARANTEES	  			
			
	 SECTION 2.01.
	 	Guarantee	  	 	2	 
	 SECTION 2.02.
	 	Guarantee of Payment; Continuing Guarantee	  	 	3	 
	 SECTION 2.03.
	 	No Limitations	  	 	3	 
	 SECTION 2.04.
	 	Reinstatement	  	 	4	 
	 SECTION 2.05.
	 	Agreement to Pay; Subrogation	  	 	5	 
	 SECTION 2.06.
	 	Information	  	 	5	 
	 SECTION 2.07.
	 	Payments Free of Taxes	  	 	5	 
		
	ARTICLE III	  			
	INDEMNITY, SUBROGATION AND SUBORDINATION	  			
			
	 SECTION 3.01.
	 	Indemnity and Subrogation	  	 	5	 
	 SECTION 3.02.
	 	Contribution and Subrogation	  	 	5	 
	 SECTION 3.03.
	 	Subordination	  	 	6	 
		
	ARTICLE IV	  			
	REPRESENTATIONS AND WARRANTIES	  			
		
	ARTICLE V	  			
	MISCELLANEOUS	  			
			
	 SECTION 5.01.
	 	Notices	  	 	6	 
	 SECTION 5.02.
	 	Waivers; Amendment	  	 	6	 
	 SECTION 5.03.
	 	Term Collateral Agent’s Fees and Expenses; Indemnification	  	 	7	 
	 SECTION 5.04.
	 	Successors and Assigns	  	 	9	 
	 SECTION 5.05.
	 	Survival of Agreement	  	 	9	 
	 SECTION 5.06.
	 	Counterparts; Effectiveness; Several Agreement	  	 	9	 
	 SECTION 5.07.
	 	Severability	  	 	9	 
	 SECTION 5.08.
	 	Right of Set-Off	  	 	9	 
	 SECTION 5.09.
	 	Governing Law; Jurisdiction; Consent to Service of Process; Appointment of Service of Process Agent	  	 	10	 
	 SECTION 5.10.
	 	WAIVER OF JURY TRIAL	  	 	11	 
	 SECTION 5.11.
	 	Headings	  	 	11	 
	 SECTION 5.12.
	 	Termination or Release	  	 	11	 
	 SECTION 5.13.
	 	Additional Guarantors	  	 	11	 
	 SECTION 5.14.
	 	Keepwell	  	 	11	 


  
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 TERM GUARANTEE AGREEMENT dated as of December 14, 2021 (as amended, restated,
supplemented or otherwise modified from time to time, this “Agreement”) among the Guarantors from time to time party hereto and ROYAL BANK OF CANADA, as Term Collateral Agent, on behalf of itself and the other Secured Parties (in
such capacity, the “Term Collateral Agent”). 
 Reference is made to (i) the Term Loan Credit Agreement dated as of
the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among INSTALLED BUILDING PRODUCTS, INC., a Delaware corporation (the “Borrower”), the Lenders from time to
time party thereto and ROYAL BANK OF CANADA, as Term Administrative Agent, and (ii) the Term Collateral Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Collateral
Agreement”), among the Borrower, the other grantors party thereto and the Term Collateral Agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations
of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Guarantors are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower
pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: 

ARTICLE I 

DEFINITIONS 

SECTION 1.01. Credit Agreement. 

(a) Capitalized terms used in this Agreement (including in the introductory paragraph hereto) and not otherwise defined herein have the
meanings specified in the Credit Agreement. 
 (b) The rules of construction specified in Section 1.03 of the Credit Agreement also
apply to this Agreement, mutatis mutandis. 
 SECTION 1.02. Other Defined Terms. As used in this Agreement, the following
terms have the meanings specified below: 
 “Agreement” has the meaning assigned to such term in the preamble to this
Agreement. 
 “Borrower” has the meaning assigned to such term in the introductory paragraph to this Agreement. 

“Claiming Party” has the meaning assigned to such term in Section 3.02. 

“Contributing Party” has the meaning assigned to such term in Section 3.02. 

“Credit Agreement” has the meaning assigned to such term in the introductory paragraph to this Agreement. 

“Excluded Subsidiary” means (a) any Subsidiary that is a Non-Wholly Owned
Subsidiary of the Borrower (for so long as such Subsidiary remains a Non-Wholly Owned Subsidiary), (b) each Subsidiary listed on Schedule I, (c) any Foreign Subsidiary, (d) any Subsidiary that is
prohibited by any applicable contractual obligation existing on the Effective Date or on the date any such Subsidiary is acquired or organized (as long as, in the case of an acquisition of a subsidiary, such prohibition in respect of such contract
did not arise as part of such acquisition) or any Requirement of Law from guaranteeing or 











 
granting Liens to secure the Secured Obligations (and for so long as such restriction or any replacement or renewal thereof is in effect) or which would require any Governmental Approval to
guarantee or grant a Lien to secure the Secured Obligations (for so long as such Governmental Approval has not been received) or to the extent that a guarantee or grant by such Subsidiary could result in material adverse tax consequences as
reasonably determined by the Borrower, (e) any Immaterial Subsidiary, (f) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Term Administrative Agent, the cost or other consequences of providing
a Guarantee of the Secured Obligations shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom, (g) any (x) Subsidiary that is a CFC or (y) CFC Holdco, (h) each Unrestricted Subsidiary, (i) any
captive insurance company, (j) any non-for-profit Subsidiaries and (k) special purpose securitization vehicles; provided that, upon notice to the Term
Administrative Agent, the Borrower may at any time and in its sole discretion deem that any Restricted Subsidiary, or to the extent reasonably acceptable to the Term Administrative Agent, any Foreign Subsidiary, shall not be an Excluded Subsidiary
for purposes of this Agreement and the other Loan Documents. 
 “Guarantors” means the Subsidiaries of the Borrower
identified as such on the signature page hereto and each other Subsidiary that becomes a party to this Agreement as a Guarantor on or after the Effective Date pursuant to Section 5.13; provided that, if a Subsidiary is released from its
obligations as a Guarantor hereunder as provided in Section 5.12(b), such Subsidiary shall cease to be a Guarantor hereunder effective upon such release. For the avoidance of doubt, Guarantors are referred to as “Subsidiary Loan
Parties” in the Credit Agreement. 
 “Qualified ECP Loan Party” means, in respect of any Secured Swap Obligation, each
Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Secured Swap Obligation or such other person as constitutes an “eligible
contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Supplement” means an instrument in the form of Exhibit A
hereto, or any other form approved by the Term Collateral Agent, and in each case reasonably satisfactory to the Term Collateral Agent. 

“Term Collateral Agent” has the meaning assigned to such term in the introductory paragraph to this Agreement. 

ARTICLE II 
 THE
GUARANTEES 
 SECTION 2.01. Guarantee. Each Guarantor irrevocably and unconditionally guarantees to each of the Secured
Parties, jointly with the other Guarantors and severally, the due and punctual payment and performance of the Secured Obligations. Each Guarantor further agrees that the Secured Obligations may be extended or renewed, in whole or in part, or amended
or modified, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal, or amendment or modification, of any of the Secured Obligations. Each Guarantor
waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Secured Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Notwithstanding anything
to the contrary contained herein, the obligations of each Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any other applicable law, in each case to the extent (if any) applicable to such Guarantor. 

  
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 SECTION 2.02. Guarantee of Payment; Continuing Guarantee. Each Guarantor further
agrees that its guarantee hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual of collection of any of the Secured Obligations or operated as a discharge thereof)
and not merely of collection, and waives any right to require that any resort be had by the Term Collateral Agent or any other Secured Party to any security held for the payment of any of the Secured Obligations or to any balance of any deposit
account or credit on the books of the Term Collateral Agent or any other Secured Party in favor of the Borrower, any other Loan Party or any other Person. Each Guarantor agrees that its guarantee hereunder is continuing in nature and applies to all
of the Secured Obligations, whether currently existing or hereafter incurred. 
 SECTION 2.03. No Limitations. 

(a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 5.12, the
obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Secured Obligations, any
impossibility in the performance of any of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 5.12, the
obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by: 
 (i) the failure of
any Secured Party or any other Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; 

(ii) any rescission, waiver, amendment, restatement or modification of, or any release from any of the terms or provisions of,
any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; 
 (iii) the
release of, or any impairment of or failure to perfect any Lien on, any security held by any Secured Party for any of the Secured Obligations; 

(iv) any default, failure or delay, willful or otherwise, in the performance of any of the Secured Obligations; 

(v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise
operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Secured Obligations (other than contingent indemnification obligations not yet accrued and payable as to which no claim has been
made)); 
 (vi) any illegality, lack of validity or lack of enforceability of any of the Secured Obligations; 

(vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Secured Obligations; 

(viii) the existence of any claim, set-off or other rights that any Guarantor may have
at any time against the Borrower, the Term Collateral Agent, any other Secured Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction; 

  
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 (ix) this Agreement having been determined (on whatsoever grounds) to be
invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date; 

(x) the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed
or is not effectually bound by this Agreement, whether or not this fact is known to the Secured Parties; 
 (xi) any action
permitted or authorized hereunder; or 
 (xii) any other circumstance (including any statute of limitations), or any
existence of or reliance on any representation by the Term Collateral Agent, any Secured Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower, any Guarantor or any other
guarantor or surety (other than the payment in full in cash of all the Secured Obligations (other than contingent indemnification obligations not yet accrued and payable as to which no claim has been made)). 

Each Guarantor expressly authorizes the Secured Parties to take and hold security in accordance with the terms of the Loan Documents for the
payment and performance of the Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole
discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Secured Obligations, all without affecting the obligations of any Guarantor hereunder. 

(b) To the fullest extent permitted by applicable law, each Guarantor 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 payment in full in cash
of all the Secured Obligations (other than contingent indemnification obligations not yet accrued and payable as to which no claim has been made). The Term Collateral Agent and the other Secured Parties may, at their election and in accordance with
the terms of the Loan Documents, 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 other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any
Guarantor hereunder except to the extent the Secured Obligations (other than contingent indemnification obligations not yet accrued and payable as to which no claim has been made) have been paid in full in cash. To the fullest extent permitted by
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 Loan Party, as the case may be, or any security. 
 SECTION 2.04. Reinstatement. Each
Guarantor agrees that, unless released pursuant to Section 5.12(b), its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Secured Obligations is
rescinded or must otherwise be restored by any Secured Party upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of the Borrower, any other Loan Party or otherwise. 

  
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 SECTION 2.05. Agreement to Pay; Subrogation. In furtherance of the foregoing and not
in limitation of any other right that the Term Collateral Agent or any other Secured Party has at applicable 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 Term Collateral Agent for
distribution to the applicable Secured Parties in cash the amount of such unpaid Secured Obligation. Upon payment by any Guarantor of any sums to the Term Collateral Agent as provided above, all rights of such Guarantor against the Borrower or any
other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article III. 

SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and
each other 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 Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks. 

SECTION 2.07. Payments Free of Taxes. Any and all payments by or on account of any obligation of any Guarantor hereunder or under any
other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes on the same terms and to the same extent that payments by the Borrower are required to be so made pursuant to the terms of
Section 2.17 of the Credit Agreement. The provisions of Section 2.17 of the Credit Agreement shall apply to each Guarantor, mutatis mutandis. 

ARTICLE III 

INDEMNITY, SUBROGATION AND SUBORDINATION 

SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under
applicable law (but subject to Section 3.03) in respect of any payment hereunder, the Borrower agrees that (a) in the event a payment in respect of any obligation of the Borrower shall be made by any Guarantor under this Agreement, the
Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any
assets of any Guarantor shall be sold pursuant to any Term Security Document to satisfy in whole or in part any Secured Obligations owed to any Secured Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book
value or the fair market value of the assets so sold. 
 SECTION 3.02. Contribution and Subrogation. Each Guarantor (a
“Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations or assets of any other Guarantor (other than the Borrower)
shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor (the “Claiming Party”) shall not have been fully indemnified as provided in Section 3.01,
the Contributing Party shall indemnify the Claiming Party 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 the case may be, in each case multiplied by a fraction of which
the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the
denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, such other date). Any Contributing Party making any payment to a Claiming
Party pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment. 

  
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 SECTION 3.03. Subordination. 

(a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 3.01 and 3.02 and all other
rights of the Guarantors of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the payment in full in cash of all the Secured Obligations. No failure on the part of the Borrower or any Guarantor
to make the payments required by Sections 3.01 and 3.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and
each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder. 
 (b) Each Guarantor hereby agrees
that upon the occurrence and during the continuance of an Event of Default and after notice from the Term Collateral Agent (provided that no such notice shall be required to be given in the case of any Event of Default arising under
Section 7.01(h) or 7.01(i) of the Credit Agreement), all Indebtedness and other monetary obligations owed by it to, or to it by, any other Guarantor or any other Subsidiary shall be fully subordinated to the payment in full in cash of all the
Secured Obligations. 
 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES 

Each Guarantor represents and warrants to the Term Collateral Agent and the other Secured Parties that (a) the execution, delivery and
performance by such Guarantor of this Agreement have been duly authorized by all necessary corporate or limited liability or limited partnership action and, if required, action by the holders of such Guarantor’s Equity Interests, and that this
Agreement has been duly executed and delivered by such Guarantor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation, court protection, administration or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (b) all
representations and warranties set forth in the Credit Agreement as to such Guarantor are true and correct in all material respects; provided that, to the extent such representations and warranties specifically refer to an earlier date, they
are true and correct in all material respects as of such earlier date; provided, further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is
true and correct in all respects. 
 ARTICLE V 

MISCELLANEOUS 

SECTION 5.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing
and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of the Borrower as provided in Section 9.01 of the Credit Agreement. 

SECTION 5.02. Waivers; Amendment. 

(a) No failure or delay by the Term Collateral Agent or any Lender in exercising any right or power hereunder or under any other Loan Document
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 

  
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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 Term Collateral Agent and the Lenders hereunder
and 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 Agreement or consent to any departure by any Loan Party therefrom shall in any event
be effective unless the same shall be permitted by paragraph (b) of this Section 5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Term Collateral Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party
in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. The parties hereto acknowledge and agree that Section 8.10 of the Credit Agreement applies to this Agreement. 

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Term Collateral 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 9.02 of the Credit Agreement;
provided that the Term Collateral Agent may, without the consent of any Secured Party, consent to a departure by any Guarantor from any covenant of such Guarantor set forth herein to the extent such departure is consistent with the authority
of the Term Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement. 

SECTION 5.03. Term Collateral Agent’s Fees and Expenses; Indemnification. 

(a) Each Guarantor, jointly with the other Guarantors and severally, agrees to reimburse the Term Collateral Agent for its fees and expenses
incurred hereunder as provided in Section 9.03(a) of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Guarantor.” 

(b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor, jointly with the other Guarantors
and severally, agrees to indemnify the Term Collateral Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (limited, in the case of (i) legal fees and expenses to the reasonable documented and invoiced out-of-pocket fees and expenses of one counsel for all Indemnitees and, to the extent reasonably determined by the Term Collateral Agent to be necessary, one firm of local counsel in each relevant
jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual conflict of interest, where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict
and thereafter retains its own counsel, one additional counsel for the affected Indemnitees similarly situated) for all Indemnitees (which may include a single special counsel acting in multiple jurisdictions) and (ii) the fees and expenses of
any other advisor or consultant, to the reasonable and documented or invoiced out-of-pocket fees and expenses of such advisor or consultant, but solely to the extent
that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), incurred by or asserted against any Indemnitee by any third party or the Borrower or any Subsidiary or any
of their respective Affiliates to the extent arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any actual or prospective claim, litigation, investigation or proceeding relating to any
of the foregoing, whether brought by a third party or by the Borrower or any Subsidiary and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities, costs or related expenses (w) resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties (as determined by a


  
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court of competent jurisdiction in a final and non-appealable judgment), (x) resulted from a material breach of the Loan Documents by such Indemnitee or
its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) arise from disputes between or among Indemnitees (other than claims against an Indemnitee in
its capacity or in fulfilling its role as an agent, an arranger or any similar roles under the Loan Documents) that do not involve an act or omission by the Borrower or any of its Affiliates or (z) any settlement effected without the
Borrower’s prior consent, but if settled with the Borrower’s prior consent (such consent not to be unreasonably withheld or delayed), the Borrower will indemnify and hold harmless each Indemnitee from and against any and all losses,
claims, damages, liabilities and expenses by reason of such settlement in accordance with this paragraph; provided, further, that the Borrower shall not, without the prior written consent of the applicable Indemnitee (which consent
shall not be unreasonably withheld, delayed or conditioned), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless
(a) such settlement includes a full and unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability on claims that are the subject matter of such claim, litigation, investigation
or proceeding and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnitee. 

(c) To the fullest extent permitted by applicable law, no party hereto nor any Affiliate of any party hereto, nor any officer, director,
employee, agent, controlling person, advisor or other representative of the foregoing or any successor or permitted assign of any of the foregoing shall assert and each hereby waives, any claim against any other such Person on any theory of
liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages, but in any event including, without limitation, any loss of profits, business or anticipated savings) (whether or not the claim therefor is
based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or
thereby, the Financing Transactions, any Loan or the use of the proceeds thereof and each such Person further agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its
favor; provided that the foregoing shall in no event limit the Guarantors’ indemnification obligations under clause (b) above. 

(d) Notwithstanding anything to the contrary in this Agreement, to the extent permitted by applicable law, no party hereto or an Indemnitee
shall assert, and each hereby waives, any claim against any other Person for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee
through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; except to the extent that
such direct or actual damages are determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of, or a
material breach of the Loan Documents by, such Indemnitee or its Related Parties. 
 (e) The provisions of this Section 5.03 shall
remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Secured Obligations, the
invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Secured Party. All amounts due under this Section 5.03 shall be payable not later than 10
Business Days after written demand therefore; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not
entitled to indemnification with respect to such payment pursuant to this Section 5.03. Any such amounts payable as provided hereunder shall be additional Secured Obligations. 

  
 -8- 












 SECTION 5.04. Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Term Collateral Agent that are contained in this
Agreement shall bind and inure to the benefit of their respective successors and assigns. 
 SECTION 5.05. Survival of Agreement. All
covenants, agreements, representations and warranties made by the Loan Parties in this Agreement and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by
the Secured Parties and shall survive the execution and delivery of the Loan Documents and the making of any Loans, in each case, in accordance with and subject to the limitations set forth in Section 9.05 of the Credit Agreement. 

SECTION 5.06. Counterparts; Effectiveness; Several Agreement. This 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 a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually signed counterpart of this Agreement to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York
State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor
shall have been delivered to the Term Collateral Agent and a counterpart hereof shall have been executed on behalf of the Term Collateral Agent, and thereafter shall be binding upon such Guarantor and the Term Collateral Agent and their respective
permitted successors and assigns, and shall inure to the benefit of such Guarantor, the Term Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Guarantor shall have the right to assign or
transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly provided in this Agreement and the Credit Agreement. This 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.

 SECTION 5.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 SECTION 5.08. Right of Set-Off. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender to or for the credit or the account of any Guarantor against any
of and all the obligations of such Guarantor then due and owing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although (i) such obligations may be
contingent or unmatured and (ii) such obligations are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on 

  
 -9- 












 
such Indebtedness, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Term
Administrative Agent for further application in accordance with the provisions of Section 2.22 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for
the benefit of the Term Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Term Collateral Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender
as to which it exercised such right of setoff. The applicable Lender shall notify the applicable Guarantor and the Term Collateral Agent of such setoff and application; provided that any failure to give or any delay in giving such notice
shall not affect the validity of any such setoff and application under this Section 5.08. The rights of each Lender and its Affiliates under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff)
that such Lender and its Affiliates may have. 
 SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process; Appointment of
Service of Process Agent. 
 (a) This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

 (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by 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 Agreement shall affect any right that the Term Collateral Agent may otherwise have to bring any action or proceeding relating to this Agreement against any Guarantor or its
respective properties in the courts of any jurisdiction. 
 (c) Each party hereto 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 Agreement in any court referred to in paragraph
(b) of this Section 5.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.01. Nothing
in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law. 

(e) Each Guarantor hereby irrevocably designates, appoints and empowers the Borrower as its designee, appointee and agent to receive, accept
and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Borrower hereby accepts such designation and
appointment. 

  
 -10- 












 SECTION 5.10. 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 ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) 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 (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 5.10. 
 SECTION 5.11. Headings. Article and Section headings and the Table of Contents used herein are for
convenience of reference only, are not part of this Agreement and shall not affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

SECTION 5.12. Termination or Release. 

(a) Subject to Section 2.04, this Agreement and the Guarantees made herein shall terminate automatically on the Termination Date. 

(b) The guarantees made herein shall also terminate and be released at the time or times and in the manner set forth in Section 9.14 of
the Credit Agreement. 
 (c) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 5.12,
the Term Collateral Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release so long as the applicable Loan Party shall
have provided the Term Collateral Agent such certifications or documents as the Term Collateral Agent shall reasonably request in order to demonstrate compliance with this Section 5.12. Any execution and delivery of documents by the Term
Collateral Agent pursuant to this Section 5.12 shall be without recourse to or warranty by the Term Collateral Agent or any other Secured Party. 

SECTION 5.13. Additional Guarantors. Additional Persons may become Guarantors after the date hereof as contemplated by the Credit
Agreement. Upon execution and delivery by the Term Collateral Agent and a Person of a Supplement, any such Person shall become a Guarantor hereunder with the same force and effect as if originally named as such 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 Person as a party to this Agreement.

 SECTION 5.14. Keepwell. Each Qualified ECP Loan Party, jointly and severally, hereby absolutely, unconditionally and irrevocably
undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such Loan Party’s obligations under this Agreement and the other Loan Documents in respect of Secured Swap Obligations
(provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 5.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this
Section 5.14, or otherwise under this Agreement or the other Loan Documents, voidable under applicable law, including fraudulent conveyance or fraudulent transfer laws, and not for any greater amount). The obligations of each Qualified ECP Loan
Party under this Section 5.14 shall remain in full force and effect until the Termination Date, in each case, in accordance with and subject to the limitations set forth in Section 9.05 of the Credit Agreement. Each Qualified ECP Loan
Party intends that this Section 5.16 constitute, and this Section 5.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 [Signature Pages Follow] 

  
 -11- 












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

					
	 5 STAR BUILDING PRODUCTS LLC

5 STAR BUILDING PRODUCTS OF SOUTHERN UTAH, LLC

A+ INSULATION OF KANSAS CITY, LLC

ACCURATE INSULATION LLC

ACCURATE INSULATION OF COLORADO,

LLC

ACCURATE INSULATION OF DELAWARE, LLC

ACCURATE INSULATION OF UPPER MARLBORO, LLC

ADVANCED FIBER, LLC

ALERT INSULATION OF CALIFORNIA, LLC

ALL CONSTRUCTION SERVICES, LLC

ALL IN ONE & MOORE BUILDING SYSTEMS, LLC

ALPHA INSULATION & WATER PROOFING COMPANY

ALPHA INSULATION & WATER PROOFING, INC.

ALPINE CONSTRUCTION OF COLORADO, LLC

ALPINE INSULATION I, LLC

AMERICAN INSULATION & ENERGY SERVICES, LLC

ANY SEASON INSULATION, LLC

APPLE VALLEY INSULATION, A BDI COMPANY, INC.

ASTER CONTRACTORS HOLDINGS, LLC

ASTRO INSULATION OF ILLINOIS, LLC

B-ORGANIZED INSULATION, LLC

BAYTHERM INSULATION, LLC

BDI INSULATION OF IDAHO FALLS, INC.

BDI INSULATION OF SALT LAKE, L.L.C.

BIG CITY INSULATION, INC.

BIG CITY INSULATION OF IDAHO, INC.

BROKEN DRUM OF BAKERSFIELD, INC.

BROKEN DRUM INSULATION VISALIA, INC.

BUILDERS INSTALLED PRODUCTS OF MAINE, LLC

BUILDERS INSTALLED PRODUCTS OF NEW HAMPSHIRE, LLC

BUILDERS INSTALLED PRODUCTS OF NEW YORK, LLC
	  	 BUILDERS INSTALLED PRODUCTS OF VERMONT, LLC

BUILDING MATERIALS FINANCE, INC.

CLS INSULATION, LLC

CORNHUSKER INSULATION, LLC

C.Q. INSULATION, INC.

DIVISION 7 8 9 SUPPLY, LLC

EAST COAST INSULATORS II, LLC

EASTERN CONTRACTOR SERVICES LIMITED LIABILITY COMPANY

ECOLOGIC ENERGY SOLUTIONS, LLC

EDWARDS/MOONEY & MOSES, LLC

ELITE SPRAY FOAM OF LAS VEGAS, LLC

EMPER HOLDINGS, LLC

ENERGY SAVERS OF LOUISVILLE, LLC

EXPERT INSULATION OF MINNESOTA, LLC

FIBERCLASS INSULATION, LLC

FIRST STATE BUILDING PRODUCTS, LLC

FORT WAYNE URETHANE, LLC

GARAGE DOOR SYSTEMS, LLC

GOLD INSULATION, INC.

GULF COAST INSULATION, LLC

G-T-G, LLC

HINKLE INSULATION & DRYWALL COMPANY, INCORPORATED

HORIZON ELECTRIC SERVICES, LLC

I.W. INTERNATIONAL INSULATION INCORPORATED

IBHL A HOLDING COMPANY, INC.

IBHL B HOLDING COMPANY, INC.

IBM H-A HOLDING COMPANY, INC.

IBHL II-B HOLDING COMPANY, INC.

IBP ARCTIC EXPRESS, LLC

IBP ASSET, LLC
 IBP ASSET
II, LLC
 IBP CORPORATION HOLDINGS, INC.

IBP EXTERIORS, INC.
 IBP
HOLDINGS, LLC
 IBP HOLDINGS II, LLC

IBP LEGACY GLASS & SUPPLY, LLC

IBP LOGISTICS, LLC
 IBP OF
MANSFIELD, LLC
 IBP OF OKLAHOMA, LLC
	  	             


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



			
	
By: /s/ Michael T. Miller           
                                         

	  	 By: /s/ Michael T.
Miller                                        
            
	  	
	 Michael T. Miller

Executive Vice President and Chief

Financial Officer
	  	 Michael T. Miller

Executive Vice President and Chief

Financial Officer
	  	


  
 [Signature Page to Term
Guarantee Agreement] 













					
	 IBP OF SAN ANTONIO, LLC

IBP OF TOLEDO, LLC

IBP RATING SERVICES, LLC

IBP TEXAS ASSETS I, LLC

IBP TEXAS ASSETS II, LLC

IBP TEXAS ASSETS III, LLC

INSTALLED BUILDING PRODUCTS, LLC

INSTALLED BUILDING PRODUCTS II, LLC

INSTALLED BUILDING PRODUCTS OF FORT MEYERS, LLC

INSTALLED BUILDING PRODUCTS OF

HOUSTON, LLC

INSTALLED BUILDING PRODUCTS OF JACKSONVILLE, LLC

INSTALLED BUILDING PRODUCTS OF MAINE, LLC

INSTALLED BUILDING PRODUCTS OF MIAMI, LLC

INSTALLED BUILDING PRODUCTS OF TAMPA, LLC

INSTALLED BUILDING PRODUCTS OF UTAH, LLC

INSTALLED BUILDING PRODUCTS OF WEST PALM, LLC

INSTALLED BUILDING PRODUCTS – PANHANDLE, LLC

INSTALLED BUILDING PRODUCTS -

PORTLAND, LLC

INSTALLED BUILDING SOLUTIONS II, LLC

INSULATION CONTRACTORS OF WASHINGTON, LLC

INSULATION NORTHWEST, LLC

INSULATION WHOLESALE SUPPLY, LLC

INSULVAIL, LLC

KEY INSULATION OF AUSTIN, LLC

KEY INSULATION OF SAN ANTONIO, LLC

LAKESIDE INSULATION, LLC

LAYMAN BROTHERS INSULATION, LLC

LKS TRANSPORTATION, LLC

LOVEDAY INSULATION, LLC

M&D INSULATION, LLC

MAP INSTALLED BUILDING PRODUCTS

OF SAGAMORE, LLC

MAP INSTALLED BUILDING PRODUCTS

OF SEEKONIC, LLC

MARV’S INSULATION, INC.

METRO HOME INSULATION, LLC

MID SOUTH CONSTRUCTION AND

BUILDING PRODUCTS, INC.

MID-ATLANTIC INSULATION, LLC

MIG BUILDING SYSTEMS, LLC

MIG BUILDING SYSTEMS OF EAST

SYRACUSE, LLC
	  	 MOMPER INSULATION OF CROWN POINT, LLC

MOMPER INSULATION OF ELKHART, LLC

MOMPER INSULATION OF FORT WAYNE,

LLC

NORKOTE OF WASHINGTON, LLC

NORTHWEST INSULATION, LLC

OJ INSULATION HOLDINGS, INC.

PACIFIC PARTNERS INSULATION NORTH, A BDI COMPANY, LLC

PACIFIC PARTNERS INSULATION SOUTH, A BDI COMPANY, LLC

PARKER INSULATION AND BUILDING

PRODUCTS, LLC

PEG, LLC

PREMIER BUILDING SUPPLY SLC, LLC

PREMIER BUILDING SUPPLY, LLC

RAJAN, LLC

ROCKET INSULATION, LLC

ROCKFORD INSULATION, LLC

ROYALS COMMERCIAL OF MARYLAND, LLC

SCE OF CHICAGO, LLC

SIERRA INSULATION CONTRACTORS IL, LLC

SOUTHERN INSULATORS, LLC

SPEC 7 INSULATION CO., LLC

SUBURBAN INSULATION, INC.

SUPERIOR INSULATION, LLC

SUPERIOR INSULATION SERVICES, LLC

TCI CONTRACTING, LLC

TCI CONTRACTING OF CHARLESTON, LLC

TCI CONTRACTING OF HILTON HEAD, LLC

TCI CONTRACTING OF KENTUCKY, LLC

TCI CONTRACTING OF MEMPHIS, LLC

TCI CONTRACTING OF NASHVILLE, LLC

TCI CONTRACTING OF THE GULF, LLC

THERMAL CONTROL INSULATION, LLC

THERM-CON OF TENNESSEE, LLC

TIDEWATER INSULATORS, LLC

TOWN BUILDING SYSTEMS, LLC

TRADEMARK ROOFING COMPANY, INC.

TRADEMARK SEAMLESS GUTTER COMPANY, INC.

TRILOK INDUSTRIES, INC.

U.S. INSULATION CORP.

WATER-TITE COMPANY, LLC

WEATHERSEAL COMPANY, LLC

WILSON INSULATION COMPANY, LLC
	  	
			
	 By: /s/ Michael T.
Miller                                    
	  	 By: /s/ Michael T.
Miller                                    
	  	
	 Michael T. Miller

Executive Vice President and Chief

Financial Officer
	  	 Michael T. Miller

Executive Vice President and Chief

Financial Officer
	  	


  
 [Signature Page to Term
Guarantee Agreement] 













					
	 GOLD STAR INSULATION, L.P.
	 		  	 OJ INSULATION, L.P.

			
	 By: Gold Insulation, Inc., its general partner
	 	
                   
     
	  	 By: OJ Insulation Holdings, Inc., its general

partner

			
	 By: /s/ Michael T.
Miller                                        
        
	 		  	 By: /s/ Michael T.
Miller                                    

	 Michael T. Miller

Executive Vice President and Chief

Financial Officer
	 		  	 Michael T. Miller

Executive Vice President and Chief

Financial Officer



  
 [Signature Page to Term
Guarantee Agreement] 












 
			
	ROYAL BANK OF CANADA,
	as Term Collateral Agent
		
	By:	 	 /s/ Susan Khokher

		 	Name: Susan Khokher
		 	Title: Manager, Agency



  
 [Signature Page to Term
Guarantee Agreement]