Common use of Financial Reporting and Audits Clause in Contracts

Financial Reporting and Audits. As soon as available, but not later than ninety (90) days after the end of each fiscal year of Borrower, Borrower shall furnish the Lender with annual audited financial statements of Borrower, containing the balance sheet of the Borrower as of the close of each such fiscal year, statements of income and retained earnings and a statement of cash flows for each such fiscal year; and such other comments and financial details as are usually included in similar reports. Such financial statements shall (a) be in form and reporting basis satisfactory to the Lender, (b) be prepared in accordance with GAAP by an independent certified public accounting firm selected by Borrower and acceptable to the Lender (“Borrower’s Accounting Firm”), and (c) contain unqualified opinions as to the fairness of the statements therein contained. Borrower shall also provide to the Lender any management letters that may accompany the statements. Concurrently with such annual statements, Borrower shall furnish to the Lender a copy of Borrower’s corporate federal income tax return and annual updated financial statements of each Guarantor. As soon as available, but not later than fifteen (15) days after the end of each month, Borrower shall furnish the Lender with (i) internally prepared monthly financial statements of Borrower, in form and content satisfactory to Lender, and (ii) a monthly covenant compliance certificate, in form and content satisfactory to Lender (including a certificate by the chief executive or financial officer of Borrower containing a computation of, and showing compliance with, each of the financial covenants contained in Section 14.1 hereof). The validity and accuracy of said financial statements shall be certified by the chief executive or financial officer of the Borrower, in a form satisfactory to the Lender. Borrower shall deliver to the Lender monthly accounts receivable agings and monthly accounts payable agings within fifteen (15) days after month-end, in form acceptable to Lender. Borrower shall deliver to the Lender a daily borrowing base certificate, in form acceptable to Lender. Borrower shall deliver to the Lender annually copies of the federal income tax returns of each Guarantor within thirty (30) days after the filing of such returns. Borrower shall deliver to the Lender a quarterly backlog report within fifteen (15) days after the end of each fiscal quarter. Upon request by Lender and from time to time (but no more often than annually) Borrower’s Accounting Firm shall issue Borrower and Lender an accountant’s reliance letter, in form and substance acceptable to Lender in its sole discretion. Borrower shall also promptly provide the Lender with such other information, financial or otherwise, concerning the Borrower or the Guarantors, as the Lender may reasonably request from time to time. The Lender shall make any and all audits and investigations which it deems reasonably necessary in connection with the Collateral. For the purposes of this Agreement, the Lender shall have free and ready access at all times during normal business hours, upon reasonable advance oral or written notice (unless in the Lender’s reasonable judgment a rapid deterioration or loss to any Collateral is threatened, in which case no notice shall be given and access shall not be limited to normal business hours), to the books of account, records, papers and documents of Borrower. Without limiting the generality of the foregoing, the Lender shall conduct quarterly field audits of the Borrower (or more frequent audits if deemed reasonably necessary by the Lender under the circumstances then existing), and Borrower shall reimburse the Lender for all reasonable costs and expenses incurred by Lender’s internal auditors for such audits, plus $500 per auditor per diem during the duration of the Loans.

Financial Reporting and Audits. As soon as available, but not later than ninety one hundred twenty (90120) days after the end of each fiscal year of Borrower, Borrower shall furnish the Lender with annual audited financial statements of Borrower, containing the balance sheet of the Borrower as of the close of each such fiscal year, statements of income and retained earnings and a statement of cash flows for each such fiscal year; , and such other comments and financial details as are usually included in similar reports. Such financial statements shall (a) be in form and reporting basis satisfactory to the Lender, (b) be prepared in accordance with GAAP by an independent certified public accounting firm selected by Borrower and acceptable to the Lender (“Borrower’s Accounting Firm”), and (c) contain unqualified opinions as to the fairness of the statements therein contained. Borrower shall also provide to the Lender any management letters that may accompany the statements. Concurrently with such annual statementsAs soon as available, but not later than one hundred twenty (120) days after the end of each fiscal year of Broadwind Energy, Inc. and its Subsidiaries (hereafter, collectively “Broadwind”), Borrower shall furnish the Lender with annual audited financial statements of Broadwind, containing the balance sheet of Broadwind as of the close of each such fiscal year, statements of income and retained earnings and a statement of cash flows for each such fiscal year; and such other comments and financial details as are usually included in similar reports. Borrower shall also provide to the Lender a copy of Borrower’s corporate federal income tax return and annual updated financial statements of each Guarantorany management letters that may accompany such statements. As soon as available, but not later than fifteen forty-five (1545) days after the end of each monthquarter, Borrower shall furnish the Lender with (i) internally prepared monthly quarterly financial statements of Borrower, in form and content satisfactory to Lender, and (ii) a monthly quarterly covenant compliance certificate, in form and content satisfactory to Lender (including a certificate by the chief executive or financial officer of Borrower containing a computation of, and showing compliance with, each of the financial covenants contained in Section 14.1 hereof). The validity and accuracy of said financial statements shall be certified by the chief executive or financial officer of the Borrower, in a form satisfactory to the Lender. Borrower shall deliver the following to the Lender on a monthly accounts receivable agings and monthly accounts payable agings basis within fifteen (15) days after month-end, in form acceptable to Lender. Borrower shall deliver to the Lender : (i) a daily borrowing base certificatemonthly Borrowing Base Certificate, in form acceptable to Lender. Borrower shall deliver to the Lender annually copies of the federal income tax returns of each Guarantor within thirty and (30ii) days after the filing of such returns. Borrower shall deliver to the Lender a quarterly backlog report within fifteen (15) days after the end of each fiscal quarter. Upon request by Lender monthly accounts receivable aging and from time to time (but no more often than annually) Borrower’s Accounting Firm shall issue Borrower and Lender an accountant’s reliance letter, in form and substance acceptable to Lender in its sole discretiona monthly accounts payable aging. Borrower shall also promptly provide the Lender with such other information, financial or otherwise, concerning the Borrower or the GuarantorsBroadwind, as the Lender may reasonably request from time to time. The Lender shall make any and all audits and investigations which it deems reasonably necessary in connection with the Collateral. For the purposes of this Agreement, the Lender shall have free and ready access at all times during normal business hours, upon reasonable advance oral or written notice (unless in the Lender’s reasonable judgment a rapid deterioration or loss to any Collateral is threatened, in which case no notice shall be given and access shall not be limited to normal business hours), to the books of account, records, papers and documents of Borrower. Without limiting the generality of the foregoing, the Lender shall conduct quarterly an annual field audits audit of the Borrower (or more frequent audits if deemed reasonably necessary by the Lender under the circumstances then existing), and Borrower shall reimburse the Lender for all reasonable costs and expenses incurred by Lender’s internal auditors for such audits.” 5. Lender hereby waives Borrower’s violation in failing to provide Lender with audited annual financial statements for the Borrower for the fiscal year ended December 31, plus $500 per auditor per diem during 2007. Said waiver is limited solely to such specific reporting violation for such period, and shall not waive, suspend, or affect any other default by Borrower under the duration Loan Agreement, and Lender expressly reserves all of its rights and remedies with respect to any such other default(s). 6. Borrower covenants to provide to Lender with internally prepared annual financial statements for the Borrower for the fiscal year ended December 31, 2007 no later than June 30, 2008, in form acceptable to Lender. 7. Section 14.1 of the Loans.Loan Agreement is amended in its entirety to read as follows:

Financial Reporting and Audits. As soon as available, but not later than ninety one hundred twenty (90120) days after the end of each fiscal year of Borrower, Borrower shall furnish the Lender Bank with annual audited financial statements of BorrowerBorrower and its Subsidiaries, containing the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the close of each such fiscal year, statements of income and retained earnings and a statement of cash flows for each such fiscal year; and such other comments and financial details as are usually included in similar reports. Such financial statements shall (a) be in form and reporting basis satisfactory to the LenderBank, and (b) be prepared in accordance with GAAP and reviewed by an independent certified public accounting firm selected by Borrower and acceptable to the Lender (“Borrower’s Accounting Firm”), and (c) contain unqualified opinions as to the fairness of the statements therein contained. Borrower shall also provide to the Lender Bank any management letters that may accompany the such financial statements. Concurrently with such annual statements, Borrower shall furnish to the Lender a copy of Borrower’s corporate federal income tax return and annual updated financial statements of each Guarantor. As soon as available, but not later than fifteen forty-five (1545) days after the end of each monthquarter, Borrower shall furnish the Lender Bank with (i) internally prepared monthly quarterly consolidated financial statements of Borrower, in form Borrower and content satisfactory to Lender, and (ii) a monthly covenant compliance certificate, in form and content satisfactory to Lender (including a certificate by the chief executive or financial officer of Borrower containing a computation of, and showing compliance with, each its Subsidiaries consisting of the financial covenants contained in Section 14.1 hereof)consolidated and consolidating balance sheets and related statements of income, retained earnings. The validity and accuracy of said financial statements shall be certified by the chief executive or financial officer of the Borrower, in a form satisfactory to the LenderBank. Borrower shall deliver to the Lender monthly accounts receivable agings and monthly accounts payable agings within fifteen (15) days after month-end, in form acceptable to Lender. Borrower shall deliver to the Lender a daily borrowing base certificate, in form acceptable to Lender. Borrower shall deliver to the Lender annually copies of the federal income tax returns of each Guarantor within thirty (30) days after the filing of such returns. Borrower shall deliver to the Lender a quarterly backlog report within fifteen (15) days after the end of each fiscal quarter. Upon request by Lender and from time to time (but no more often than annually) Borrower’s Accounting Firm shall issue Borrower and Lender an accountant’s reliance letter, in form and substance acceptable to Lender in its sole discretion. Borrower shall also promptly provide the Lender Bank with such other additional reports, information, financial or otherwise, concerning the Borrower Borrower, its Subsidiaries and Affiliates or the GuarantorsCollateral, as the Lender Bank may reasonably request from time deem necessary to timemonitor the Borrower’s and its Subsidiaries’ and Affiliates’ assets, liabilities and financial performance. The Lender Bank shall make any and all audits and investigations which it deems reasonably necessary in connection with conduct an annual loan portfolio field exam of the Collateral. For Bank Subsidiary, at the purposes of this Agreement, the Lender shall have free and ready access at all times during normal business hours, upon reasonable advance oral or written notice (unless in the Lender’s reasonable judgment a rapid deterioration or loss to any Collateral is threatened, in which case no notice shall be given and access shall not be limited to normal business hours), to the books of account, records, papers and documents sole expense of Borrower. Without limiting The results of such exams must be satisfactory to the generality Bank. The Borrower agrees to maintain in its records full and legible copies of all subordinated notes being paid off with the foregoing, the Lender shall conduct quarterly field audits of the Borrower (or more frequent audits if deemed reasonably necessary by the Lender under the circumstances then existing), and Borrower shall reimburse the Lender for all reasonable costs and expenses incurred by Lender’s internal auditors for such audits, plus $500 per auditor per diem during the duration proceeds of the Loans, throughout the term of the Loans, and further covenants to the Bank and agrees to promptly provide the Bank upon receipt of the Bank’s written request, with copies of all such notes.