Administrative Agent Uses in Fees and Expenses Clause

Fees and Expenses from Amendment to Credit Agreement

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of January 13, 2017, is by and among CARROLS RESTAURANT GROUP, INC., a Delaware corporation (the "Borrower"), certain Subsidiaries of the Borrower party hereto (collectively, the "Guarantors"), the Lenders party hereto (the "Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the "Administrative Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

Fees and Expenses. The Administrative Agent shall have received from the Borrower, all fees and expenses that are payable to the Administrative Agent and the Lenders in connection with the consummation of the transactions contemplated hereby and King & Spalding LLP shall have received from the Borrower payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Amendment.

Fees and Expenses from Amendment to Third Amended and Restated Credit

THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment), dated as of July 26, 2016, is by and among CROSSAMERICA PARTNERS LP (formerly known as Lehigh Gas Partners LP), a Delaware limited partnership (the Partnership), LEHIGH GAS WHOLESALE SERVICES, INC., a Delaware corporation (Services and together with the Partnership, the Borrowers), the Material Domestic Subsidiaries of the Borrowers party hereto (collectively, the Guarantors), the Lenders (as defined below) party hereto and CITIZENS BANK OF PENNSYLVANIA, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the Administrative Agent). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

Fees and Expenses. The Administrative Agent shall have received from the Borrowers such fees and expenses that are payable in connection with the consummation of the transactions contemplated hereby and King & Spalding LLP shall have received from the Borrowers payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Amendment for which invoices (including estimated expenses) have been presented to the Borrowers at least two (2) days before the Third Amendment Effective Date unless otherwise agreed by the Borrowers and the Administrative Agent.