Common use of Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act Clause in Contracts

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. To the extent applicable, there is and has been no failure on the part of the Company or any of its directors or officers, in their capacities as such, to comply with Xxxxxxxx-Xxxxx, including Section 402 related to loans and Sections 302 and 906 related to certifications. The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no material weaknesses or significant deficiencies in the Company’s or its subsidiaries’ internal controls. The Internal Controls are, or upon consummation of the offering of the Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Notwithstanding the foregoing, the internal controls over financial reporting of ProBuild (as defined below) is excluded from the Company’s internal control over financial reporting for the year ended December 31, 2015 and is not included for purposes of this representation.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. To the extent applicable, there is and has been no failure on the part of the Company or any of its directors or officers, in their capacities as such, to comply with Xxxxxxxx-Xxxxx, including Section 402 related to loans and Sections 302 and 906 related to certifications. The Company maintains and its consolidated Subsidiaries maintain a system of internal accounting and other controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, ; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no material weaknesses or significant deficiencies Except as described in the General Disclosure Package and the Final Prospectus, since the end of the Company’s or its subsidiaries’ internal controls. The Internal Controls aremost recent audited fiscal year, or upon consummation of the offering of the Securities will be, overseen by the Audit Committee there has been (the “Audit Committee”A) of the Board no material weakness in accordance with Exchange Rules. Notwithstanding the foregoing, the internal controls over financial reporting of ProBuild (as defined below) is excluded from the Company’s internal control over financial reporting for (whether or not remediated) and (B) no change in the year ended December 31Company’s internal control over financial reporting that has materially affected, 2015 or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is in compliance with all applicable provisions of Xxxxxxxx-Xxxxx and is not included for purposes of this representationall applicable rules and regulations promulgated thereunder or implementing the provisions thereof that are presently in effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. To the extent applicable, there is and has been no failure on the part Each of the Company or any of its directors or officers, in their capacities as such, to comply with Xxxxxxxx-Xxxxx, including Section 402 related to loans and Sections 302 and 906 related to certifications. The Company each Subsidiary maintains a system of internal accounting and other controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, ; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no material weaknesses or significant deficiencies Except as described in the General Disclosure Package and the Final Prospectus, since the end of the Company’s or its subsidiaries’ internal controls. The Internal Controls aremost recent audited fiscal year, or upon consummation of the offering of the Securities will be, overseen by the Audit Committee there has been (the “Audit Committee”A) of the Board no material weakness in accordance with Exchange Rules. Notwithstanding the foregoing, the internal controls over financial reporting of ProBuild (as defined below) is excluded from the Company’s internal control over financial reporting for (whether or not remediated) and (B) no change in the year ended December 31Company’s internal control over financial reporting that has materially affected, 2015 or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is in compliance with all applicable provisions of Xxxxxxxx-Xxxxx and all applicable rules and regulations promulgated thereunder or implementing the provisions thereof that are presently in effect and is actively taking steps to ensure that it will be in compliance with other applicable provisions of Xxxxxxxx-Xxxxx not included for purposes currently in effect upon it and at all times after the effectiveness of this representationsuch provisions.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. To the extent applicable, there is and has been no failure on the part of the Company or any of its directors or officers, in their capacities as such, to comply with Xxxxxxxx-Xxxxx, including Section 402 related to loans and Sections 302 and 906 related to certifications. The Company maintains a system and its subsidiaries maintain systems of “internal controls over financial reporting reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and are have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no material weaknesses or significant deficiencies in the Company’s or its subsidiaries’ internal controls. The Internal Controls internal controls are, or upon consummation of the offering of the Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Notwithstanding the foregoing, the internal controls over financial reporting of ProBuild (as defined below) is excluded from the Company’s internal control over financial reporting for the year ended December 31, 2015 and is not included for purposes of this representation.