Common use of Financial Statements and Information Clause in Contracts

Financial Statements and Information. Furnish to Agent and each Lender each of the following: (a) as soon as available and in any event within 120 days after the end of each applicable fiscal year, beginning with the fiscal year ending on December 31, 1997, Annual Financial Statements of Borrower; (b) as soon as available and in any event within 45 days after the end of each fiscal month (other than the March, June, September and December fiscal months), and as soon as available and in any event within 60 days after the end of each March, June, September and December fiscal month, Monthly Financial Statements of Borrower; (c) concurrently with the financial statements provided for in SUBSECTIONS 7.2(A) and (B) hereof, such schedules, computations and other information, in reasonable detail, as may be required by Agent to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by the president, chief financial officer or treasurer of Borrower (or other authorized officer approved by Agent) as true and correct in all material respects to the best knowledge of such officer and, concurrently with the financial statements provided for in SUBSECTION 7.2(A) hereof and concurrently with the financial statements provided for in SUBSECTIONS 7.2(B) prepared as of each March 31, June 30, September 30 and December 31 commencing with the Monthly Financial Statement prepared as of December 31, 1997, a compliance certificate ("COMPLIANCE CERTIFICATE") in the form of EXHIBIT E hereto, duly executed by such authorized officer; (d) promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor to shareholders generally and each regular or periodic report and each registration statement or prospectus filed by any Obligor with any securities exchange or the Securities and Exchange Commission or any successor agency, and (e) such other financial projections and other information relating to the condition (financial or otherwise), operations or business of any Obligor as from time to time may be reasonably requested by Agent. Each delivery of a financial statement pursuant to this SECTION 7.2 shall constitute a restatement of the representations contained in the last two sentences of SECTION 6.2 with respect to the period of time from the date of such most recently delivered financial statements.

Financial Statements and Information. Furnish to Agent and each Lender each of the following: (a) as soon as available and in any event within 120 days after the end of each applicable fiscal year, beginning with the fiscal year ending on December 31, 1997, Annual Audited Financial Statements of BorrowerBorrower and Carrols Holdings; (b) as soon as available and in any event within 45 days after the end of each fiscal month quarter (other than the March, June, September and December last fiscal months), and as soon as available and in any event within 60 days after the end quarter) of each Marchapplicable fiscal year, June, September and December fiscal month, Monthly Quarterly Financial Statements of BorrowerBorrower and Carrols Holdings; (c) concurrently with the financial statements provided for in SUBSECTIONS 7.2(ASubsections 7.2(a) and (Bb) hereof, such schedules, computations and other information, in reasonable detail, as may be required by Agent to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by the president, president or chief financial officer or treasurer of Borrower (or other authorized officer approved by Agent) as true and correct in all material respects to the best knowledge of such officer and, concurrently commencing with the quarterly financial statements provided for in SUBSECTION 7.2(A) hereof and concurrently with the financial statements provided for in SUBSECTIONS 7.2(B) statement prepared as of each March 31, June 30, September 30 and December 31 commencing with the Monthly Financial Statement prepared as of December 31, 1997, a compliance certificate ("COMPLIANCE CERTIFICATECompliance Certificate") in the form of EXHIBIT E Exhibit G hereto, duly executed by such authorized officer; (d) by December 31 of each fiscal year, Borrower's annual business plan for the next fiscal year (including its balance sheet and income and cash flow projections for such fiscal year); (e) promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor to shareholders generally and each regular or periodic report and each registration statement statement, prospectus or prospectus written communication (other than transmittal letters) in respect thereof filed by any Obligor with with, or received by any Obligor in connection therewith from, any securities exchange or the Securities and Exchange Commission or any successor agency, and (ef) such other financial projections and other information relating to the condition (financial or otherwise), operations operations, prospects or business of any Obligor as from time to time may be reasonably requested by Agent. Financial Statements for Borrower and Carrols Holding shall be prepared on a consolidated basis, and shall provide comparison to the corresponding period of the previous fiscal year. Each delivery of a financial statement pursuant to this SECTION Section 7.2 shall constitute a restatement of the representations contained in the last two sentences of SECTION 6.2 with respect to the period of time from the date of such most recently delivered financial statementsSection 6.2.

Financial Statements and Information. Furnish to Agent and each Lender each of the following: (a) as soon as available and in any event within 120 days after the end of each applicable fiscal year, beginning with the fiscal year ending on December March 31, 1997, Annual Financial Statements of Borrower; (b) as soon as available and in any event within 45 60 days after the end of each fiscal month quarter (other than the March, June, September and December last fiscal months), and as soon as available and in any event within 60 days after the end quarter) of each Marchapplicable fiscal year, June, September and December fiscal month, Monthly Quarterly Financial Statements of Borrower; (c) concurrently with the financial statements provided for in SUBSECTIONS 7.2(A) and (B) hereof, such schedules, computations and other information, in reasonable detail, as may be required by Agent to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by the president, chief financial officer or treasurer of Borrower (or other authorized officer approved by Agent) as true and correct in all material respects to the best knowledge of such officer and, concurrently commencing with the quarterly financial statements provided for in SUBSECTION 7.2(A) hereof and concurrently with the financial statements provided for in SUBSECTIONS 7.2(B) statement prepared as of each March 31, June 30, September 30 and December 31 commencing with the Monthly Financial Statement prepared as of December 31, 1997, a compliance certificate ("COMPLIANCE CERTIFICATE") in the form of EXHIBIT E hereto, duly executed by such authorized officer; (d) promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor to shareholders generally and each regular or periodic report and each registration statement or prospectus filed by any Obligor with any securities exchange or the Securities and Exchange Commission or any successor agency, and (e) such other financial projections and other information relating to the condition (financial or otherwise), operations or business of any Obligor as from time to time may be reasonably requested by Agent. Each delivery of a financial statement pursuant to this SECTION 7.2 shall constitute a restatement of the representations contained in the last two sentences of SECTION 6.2 with respect to the period of time from the date of such most recently delivered financial statements.

Financial Statements and Information. Furnish to Agent Agents and each Lender each of the following: (a) as soon as available and in any event within 120 days after the end of each applicable fiscal year, beginning with the fiscal year ending on December 31, 19972000, Annual Financial Statements of U.S. Borrower and, for the fiscal year ended December 31, 2000 only, Annual Financial Statements for U.K. Borrower; (b) as soon as available and in any event within 45 days after the end of each fiscal month (other than the March, June, September and December fiscal months), and as soon as available and in any event within 60 days after the end quarter of each Marchapplicable fiscal year, June, September and December fiscal month, Monthly Quarterly Financial Statements of U.S. Borrower; (c) concurrently with the financial statements provided for in SUBSECTIONS 7.2(ASubsections 7.2(a) and (Bb) hereof, such schedules, computations and other information, in reasonable detail, as may be reasonably required by Agent Agents to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by the president, chief financial officer or treasurer of Borrower (or other a duly authorized officer approved by Agent) of U.S. Borrower as true and correct in all material respects to the best knowledge of such officer and, concurrently commencing with the quarterly financial statements provided for in SUBSECTION 7.2(A) hereof and concurrently with the financial statements provided for in SUBSECTIONS 7.2(B) statement prepared as of each March 31, June 30, September 30 and December 31 commencing with the Monthly Financial Statement prepared as of December 31, 19972001, a compliance certificate ("COMPLIANCE CERTIFICATECompliance Certificate") substantially in the form of EXHIBIT E Exhibit F hereto, duly executed by such authorized officer; (d) by March 31 of each fiscal year, U.S. Borrower's annual business plan for the then current fiscal year (including their proforma balance sheets and income and cash flow projections for such fiscal year); (e) promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor to shareholders generally and each regular or periodic report and each registration statement statement, prospectus or prospectus written communication (other than transmittal letters) in respect thereof filed by any Obligor with with, or received by any Obligor in connection therewith from, any securities exchange or the Securities and Exchange Commission or any successor agency; (f) (1) as of the Effective Date and (2) within 30 days after the end of each calendar month, a Borrowing Base Certificate as at the Effective Date or the last day of such calendar month, together with such supporting information as any Agent may reasonably request; (g) within 30 days after (i) the end of each calendar quarter or (ii) receipt of a request therefor (which may be given from time to time) from any Agent, (1) a listing and aging of the Accounts of (x) U.S. Borrower and its Subsidiaries (other than Foreign Subsidiaries or Excluded Subsidiaries), (y) the Subsidiaries of Canadian Borrower and (z) the Subsidiaries of U.K. Borrower which are Foreign Subsidiaries (other than Excluded Subsidiaries) as of the end of the most recently ended calendar month, prepared in reasonable detail and containing such other information as any Agent may reasonably request (including information supporting the progress payments included in the Eligible Accounts) and (2) a summary of the Inventory of (x) U.S. Borrower and its Subsidiaries (other than Foreign Subsidiaries or Excluded Subsidiaries) and (y) the Subsidiaries of Canadian Borrower as of the end of the most recently ended calendar month, prepared in reasonable detail and containing such other information as any Agent may reasonably request; (h) from time to time, at any time upon the request of any Agent, but at the cost of the applicable Borrower, a report of an independent collateral field examiner approved by Agents in writing and reasonably acceptable to the applicable Borrower (which may be, or be affiliated with, any Agent or one of the Lenders) with respect to the Accounts and Inventory components included in the U.S. Borrowing Base, the Canadian Borrowing Base and the U.K. Borrowing Base (provided, 69 however, that so long as no Event of Default has occurred and is continuing, Agents shall not require such a report more than once per calendar year and during the continuance of an Event of Default, Agents shall not require such a report more than once per calendar quarter), and (ei) such other financial projections and other information relating to the condition (financial or otherwise), operations operations, prospects or business of any Obligor as from time to time may be reasonably requested by any Agent. Each delivery of a financial statement pursuant to this SECTION Section 7.2 shall constitute a restatement of the representations contained in the last two sentences of SECTION 6.2 with respect to the period of time from the date of such most recently delivered financial statementsSection 6.2.

Financial Statements and Information. Furnish to Agent and each Lender each of the following: (a) as soon as available and in any event within 120 days after the end of each applicable fiscal year, beginning with the fiscal year ending on December 31, 19971998, Annual Financial Statements of Borrower; (b) as soon as available and in any event within 45 60 days after the end of each fiscal month quarter (other than except for the March, June, September and December last fiscal months), quarter of a fiscal year) and as soon as available and in any event within 60 90 days after the end of the last fiscal quarter of each Marchfiscal year, June, September and December fiscal month, Monthly Quarterly Financial Statements of Borrower; (c) concurrently with the financial statements provided for in SUBSECTIONS 7.2(A) and (B) hereof, (x) such schedules, computations and other information, in reasonable detail, as may be required by Agent to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by the president, chief financial officer or treasurer of Borrower (or other authorized officer approved by Agent) as true and correct in all material respects to the best knowledge of such officer and, concurrently with the financial statements provided for in SUBSECTION 7.2(Aand (y) hereof and concurrently with the financial statements provided for in SUBSECTIONS 7.2(B) prepared as of each March 31, June 30, September 30 and December 31 commencing with the Monthly Financial Statement prepared as of December 31, 1997, a compliance certificate ("COMPLIANCE CERTIFICATE") in the form of EXHIBIT E hereto, duly executed by such authorized officer; (d) promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor to shareholders generally and each regular or periodic report and each registration statement or prospectus filed by any Obligor with any securities exchange or the Securities and Exchange Commission or any successor agency, and (e) such other financial projections and other information relating to the condition (financial or otherwise), operations or business of any Obligor as from time to time may be reasonably requested by Agent. Each delivery of a financial statement pursuant to this SECTION 7.2 shall constitute a restatement of the representations contained in the last two sentences of SECTION 6.2 with respect to the period of time from the date of such most recently delivered financial statements.

Financial Statements and Information. Furnish to Agent and each Lender each of the following: (a) as soon as available and in any event within 120 100 days after the end of each applicable fiscal year, beginning with the fiscal year ending on December 31, 19972004, Annual Audited Financial Statements of BorrowerBorrower and Carrols Holdings; (b) as soon as available and in any event within 45 days after the end of each fiscal month quarter (other than the March, June, September last fiscal quarter) of each applicable fiscal year and December fiscal months), and as soon as available and in any event within 60 100 days after the end of the last fiscal quarter of each Marchfiscal year, June, September and December fiscal month, Monthly Quarterly Financial Statements of BorrowerBorrower and Carrols Holdings; (c) concurrently with the financial statements provided for in SUBSECTIONS 7.2(ASubsections 7.2(a) and (Bb) hereof, such schedules, computations and other information, in reasonable detail, as may be required by Agent to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by the president, president or chief financial officer or treasurer of Borrower (or other authorized officer approved by Agent) as true and correct in all material respects to the best knowledge of such officer and, concurrently commencing with the financial statements provided for in SUBSECTION 7.2(A) hereof and concurrently with the financial statements provided for in SUBSECTIONS 7.2(B) annual statement prepared as of each March 31, June 30, September 30 and December 31 commencing with the Monthly Financial Statement prepared as last day of December 31, 1997the fiscal year 2004, a compliance certificate ("COMPLIANCE CERTIFICATE"“Compliance Certificate”) in the form of EXHIBIT E Exhibit F hereto, duly executed by such authorized officer; (d) within 100 days after the beginning of each fiscal year, Borrower’s annual business plan for such fiscal year (including its balance sheet and income and cash flow projections for such fiscal year); (e) promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor to shareholders generally and each regular or periodic report and each registration statement statement, prospectus or prospectus written communication (other than transmittal letters) in respect thereof filed by any Obligor with with, or received by any Obligor in connection therewith from, any securities exchange or the Securities and Exchange Commission or any successor agency, and (ef) such other financial projections and other information relating to the condition (financial or otherwise), operations operations, prospects or business of any Obligor as from time to time may be reasonably requested by Agent. Financial Statements for Borrower and Carrols Holding shall be prepared on a consolidated basis, and shall provide comparison to the corresponding period of the previous fiscal year. Each delivery of a financial statement pursuant to this SECTION Section 7.2 shall constitute a restatement of the representations contained in the last two sentences of SECTION 6.2 with respect to the period of time from the date of such most recently delivered financial statementsSection 6.2.

Financial Statements and Information. Furnish to Agent and each Lender each of the following: (a) as soon as available and in any event within 120 105 days after the end of each applicable fiscal year, beginning with the fiscal year ending on December March 31, 19972000, Annual Financial Statements, together with a Borrower-prepared reconciliation of such Annual Financial Statements with annual financial statements of BorrowerBorrower and its Restricted Subsidiaries (attested by Borrower as true and correct in all material respects); (b) as soon as available and in any event within 45 days after the end of each fiscal month (other than the March, June, September and December fiscal months), and as soon as available and in any event within 60 days after the end of each Marchfiscal quarter of each applicable fiscal year, JuneQuarterly Financial Statements, September and December fiscal month, Monthly together with a Borrower-prepared reconciliation of such Quarterly Financial Statements with quarterly financial statements of BorrowerBorrower and its Restricted Subsidiaries (attested by Borrower as true and correct in all material respects); (c) concurrently with the financial statements provided for in SUBSECTIONS 7.2(ASubsections 7.2(a) and (Bb) hereof, such schedules, computations and other information, in reasonable detail, as may be reasonably required by Agent to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed attested by the president, chief financial a duly authorized officer or treasurer of Borrower (or other authorized officer approved by Agent) as true and correct in all material respects to the best knowledge of such officer and, concurrently commencing with the quarterly financial statements provided for in SUBSECTION 7.2(A) hereof and concurrently with the financial statements provided for in SUBSECTIONS 7.2(B) prepared as of each March 31, June 30, September 30 and December 31 commencing with the Monthly Financial Statement prepared as of December 31, 19972000, a compliance certificate ("COMPLIANCE CERTIFICATECompliance Certificate") substantially in the form of EXHIBIT Exhibit E hereto, duly executed by such authorized officer; (d) promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor Borrower to shareholders generally and each regular or periodic report and each registration statement statement, prospectus or prospectus written communication (other than transmittal letters and other than registrations on Form S-8 under the Securities Act, registrations of equity securities pursuant to Rule 415 under the Securities Act which do not involve an underwritten public offering and reports on Form 11-K or pursuant to Section 16(a) under the Exchange Act) in respect thereof filed by any Obligor with any securities exchange or the Securities and Exchange Commission or any successor agencyBorrower with, and (e) such other financial projections and other information relating to the condition (financial or otherwise), operations or business of any Obligor as from time to time may be reasonably requested by Agent. Each delivery of a financial statement pursuant to this SECTION 7.2 shall constitute a restatement of the representations contained in the last two sentences of SECTION 6.2 with respect to the period of time from the date of such most recently delivered financial statements.or

Financial Statements and Information. Furnish to Agent and each Lender each of the following: (a) as soon as available and in any event within 120 105 days after the end of each applicable fiscal year, beginning with the fiscal year ending on December March 31, 19971999, Annual Financial Statements, together with a Borrower-prepared reconciliation of such Annual Financial Statements with annual financial statements of BorrowerBorrower and its Restricted Subsidiaries (attested by Borrower as true and correct in all material respects); (b) as soon as available and in any event within 45 days after the end of each fiscal month (other than the March, June, September and December fiscal months), and as soon as available and in any event within 60 days after the end of each Marchfiscal quarter of each applicable fiscal year, JuneQuarterly Financial Statements, September and December fiscal month, Monthly together with a Borrower-prepared reconciliation of such Quarterly Financial Statements with quarterly financial statements of BorrowerBorrower and its Restricted Subsidiaries (attested by Borrower as true and correct in all material respects); (c) concurrently with the financial statements provided for in SUBSECTIONS 7.2(ASubsections 7.2(a) and (Bb) hereof, such schedules, computations and other information, in reasonable detail, as may be reasonably required by Agent to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed attested by the president, chief financial a duly authorized officer or treasurer of Borrower (or other authorized officer approved by Agent) as true and correct in all material respects to the best knowledge of such officer and, concurrently commencing with the quarterly financial statements provided for in SUBSECTION 7.2(A) hereof and concurrently with the financial statements provided for in SUBSECTIONS 7.2(B) statement prepared as of each March 31, June September 30, September 30 and December 31 commencing with the Monthly Financial Statement prepared as of December 31, 19971998, a compliance certificate ("COMPLIANCE CERTIFICATECompliance Certificate") substantially in the form of EXHIBIT Exhibit E hereto, duly executed by such authorized officer; (d) promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor Borrower to shareholders generally and each regular or periodic report and each registration statement statement, prospectus or prospectus written communication (other than transmittal letters and other than registrations on Form S-8 under the Securities Act, registrations of equity securities pursuant to Rule 415 under the Securities Act which do not involve an underwritten public offering and reports on Form 11-K or pursuant to Section 16(a) under the Exchange Act) in respect thereof filed by any Obligor with Borrower with, or received by Borrower in connection therewith from, any securities exchange or the Securities and Exchange Commission or any successor agency, and (e) such other financial projections and other information relating to the condition (financial or otherwise), operations operations, prospects or business of Borrower or any Obligor of its Restricted Subsidiaries as from time to time may be reasonably requested by Agent. Each delivery of a financial statement pursuant to this SECTION Section 7.2 shall constitute a restatement of the representations contained in the last two sentences of SECTION 6.2 with respect to the period of time from the date of such most recently delivered financial statements.Section 6.2. 7.3

Financial Statements and Information. Furnish to Agent and each Lender each of the following: (a) as soon as available and in any event within 120 days after the end of each applicable fiscal year, beginning with the fiscal year ending on December 31, 19971998, Annual Financial Statements of Borrower; (b) as soon as available and in any event within 45 30 days after the end of each fiscal month (other than the March, June, September and December fiscal months), and as soon as available and in any event within 60 days after the end of each March, June, September and December applicable fiscal monthyear, Monthly Financial Statements of Borrower; (c) concurrently with the financial statements provided for in SUBSECTIONS 7.2(ASubsection 7.2(a) and the financial statements provided for in Subsection (Bb) hereofhereof as to the fiscal months March, June, September and December, such schedules, computations and other information, in reasonable detail, as may be reasonably required by Agent to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by the president, chief financial a duly authorized officer or treasurer of Borrower (or other authorized officer approved by Agent) as true and correct in all material respects to the best knowledge of such officer and, concurrently commencing with the financial statements provided for in SUBSECTION 7.2(A) hereof and concurrently with the financial statements provided for in SUBSECTIONS 7.2(B) statement prepared as of each March 31, June September 30, September 30 and December 31 commencing with the Monthly Financial Statement prepared as of December 31, 19971998, a compliance certificate ("COMPLIANCE CERTIFICATECompliance Certificate") substantially in the form of EXHIBIT Exhibit E hereto, duly executed by such authorized officer; (d) by December 31 of each fiscal year, Borrower's annual business plan for the next fiscal year (including its proforma balance sheet and income and cash flow projections for such fiscal year); (e) promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor to shareholders generally and each regular or periodic report and each registration statement statement, prospectus or prospectus written communication (other than transmittal letters) in respect thereof filed by any Obligor with with, or received by any Obligor in connection therewith from, any securities exchange or the Securities and Exchange Commission or any successor agency; (f) from time to time, at any time upon the request of Agent, but at the cost of Borrower, a report of an independent collateral field examiner approved by Agent in writing and reasonably acceptable to Borrower (which may be, or be affiliated with, Agent or one of the Lenders) with respect to the Accounts and Inventory of Borrower and its Subsidiaries (provided, however, that so long as no Event of Default has occurred and is continuing, Agent shall not require such a report more than once per calendar year and during the continuance of an Event of Default, Agent shall not require such a report more than once per calendar quarter), (g) (1) as of the Effective Date and (2) within 30 days after (i) the end of each calendar month or (ii) receipt of a request therefor (which may be given from time to time) from Agent, a Borrowing Base Certificate as at the Effective Date or the last day of such calendar month or the date of such receipt, as the case may be, together with such supporting information as Agent may reasonably request; (h) within 30 days after (i) the end of each calendar month or (ii) receipt of a request therefor (which may be given from time to time) from Agent, (1) a listing and aging of the Accounts of Borrower and its Subsidiaries (other than Foreign Subsidiaries) as of the end of the most recently ended calendar month, prepared in reasonable detail and containing such other information as Agent may reasonably request and (2) a summary of the Inventory of Borrower and its Subsidiaries (other than Foreign Subsidiaries) as of the end of the most recently ended calendar month, prepared in reasonable detail and containing such other information as Agent may reasonably request, and (ei) such other financial projections and other information relating to the condition (financial or otherwise), operations operations, prospects or business of any Obligor as from time to time may be reasonably requested by Agent. Each delivery of a financial statement pursuant to this SECTION Section 7.2 shall constitute a restatement of the representations contained in the last two sentences of SECTION 6.2 with respect to the period of time from the date of such most recently delivered financial statementsSection 6.2.

Financial Statements and Information. Furnish to Agent Agents and each Lender each of the following: (a) as soon as available and in any event within 120 90 days after the end of the fiscal year 2003 and within 60 days after the end of each applicable fiscal year, beginning with the fiscal year ending on December 31, 1997thereafter, Annual Financial Statements of U.S. Borrower; (b) as soon as available and in any event within 45 days after the end of each fiscal month (other than quarter during the March, June, September fiscal year 2004 and December fiscal months), and as soon as available and in any event within 60 35 days after the end of each Marchfiscal quarter of each fiscal year thereafter, June, September and December fiscal month, Monthly Quarterly Financial Statements of U.S. Borrower; (c) concurrently with the financial statements provided for in SUBSECTIONS 7.2(ASubsections 7.2(a) and (Bb) hereof, such schedules, computations and other information, in reasonable detail, as may be reasonably required by Agent Agents to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by the president, chief financial officer or treasurer of Borrower (or other a duly authorized officer approved by Agent) of U.S. Borrower as true and correct in all material respects to the best knowledge of such officer and, concurrently commencing with the quarterly financial statements provided for in SUBSECTION 7.2(A) hereof and concurrently with the financial statements provided for in SUBSECTIONS 7.2(B) statement prepared as of each March 31, June 30, September 30 and December 31 commencing with the Monthly Financial Statement prepared as of December 31, 19972004, a compliance certificate ("COMPLIANCE CERTIFICATECompliance Certificate") substantially in the form of EXHIBIT E Exhibit F hereto, duly executed by such authorized officer; (d) by March 31 of each fiscal year, U.S. Borrower's annual business plan for the then current fiscal year (including their proforma balance sheets and income and cash flow projections for such fiscal year); (e) promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor U.S. Borrower to shareholders generally and each regular or periodic report and each registration statement statement, prospectus or prospectus written communication (other than transmittal letters) in respect thereof filed by any Obligor with U.S. Borrower with, or received by U.S. Borrower in connection therewith from, any securities exchange or the Securities and Exchange Commission or any successor agency; (f) (1) as of the Effective Date and (2) within 30 days after the end of each calendar month, a Borrowing Base Certificate as at the Effective Date or the last day of such calendar month, together with such supporting information as U.S. Agent may reasonably request; (g) within 30 days after (i) the end of each calendar quarter or (ii) receipt of a request therefor (which may be given from time to time) from U.S. Agent, (1) a listing and aging of the Accounts of (x) U.S. Borrower and its Subsidiaries (other than Foreign Subsidiaries or Excluded Subsidiaries), (y) the Subsidiaries of Canadian Borrower and (z) the Subsidiaries of U.K. Borrower which are Foreign Subsidiaries (other than Excluded Subsidiaries) as of the end of the most recently ended calendar month, prepared in reasonable detail and containing such other information as U.S. Agent may reasonably request (including information supporting the progress payments included in the Eligible Accounts) and (2) a summary of the Inventory of (x) U.S. Borrower and its Subsidiaries (other than Foreign Subsidiaries or Excluded Subsidiaries) and (y) the Subsidiaries of Canadian Borrower as of the end of the most recently ended calendar month, prepared in reasonable detail and containing such other information as U.S. Agent may reasonably request; (h) from time to time, at any time upon the request of U.S. Agent, but at the cost of the applicable Borrower, a report of an independent collateral field examiner approved by U.S. Agent in writing and reasonably acceptable to the applicable Borrower (which may be, or be affiliated with, any Agent or one of the Lenders) with respect to the Accounts and Inventory components included in the U.S. Borrowing Base, the Canadian Borrowing Base and the U.K. Borrowing Base (provided, however, that so long as no Event of Default has occurred and is continuing, U.S. Agent shall not require such a report more than once per calendar year and during the continuance of an Event of Default, U.S. Agent shall not require such a report more than once per calendar quarter), and (ei) such other financial projections and other information relating to the condition (financial or otherwise), operations operations, prospects or business of any Obligor as from time to time may be reasonably requested by Agentany Agent or any Lender. Each delivery of a financial statement pursuant to this SECTION Section 7.2 shall constitute a restatement of the representations contained in the last two sentences of SECTION 6.2 with respect to the period of time from the date of such most recently delivered financial statementsSection 6.2.

Financial Statements and Information. Furnish to Agent and each Lender each of the following: (a) as soon as available and in any event within 120 days after the end of each applicable fiscal year, beginning with the fiscal year ending on December 31, 19971998, Annual Audited Financial Statements of BorrowerBorrower and Carrols Holdings; (b) as soon as available and in any event within 45 days after the end of each fiscal month quarter (other than the March, June, September and December last fiscal months), and as soon as available and in any event within 60 days after the end quarter) of each Marchapplicable fiscal year, June, September and December fiscal month, Monthly Quarterly Financial Statements of BorrowerBorrower and Carrols Holdings; (c) concurrently with the financial statements provided for in SUBSECTIONS 7.2(ASubsections 7.2(a) and (Bb) hereof, such schedules, computations and other information, in reasonable detail, as may be required by Agent to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by the president, president or chief financial officer or treasurer of Borrower (or other authorized officer approved by Agent) as true and correct in all material respects to the best knowledge of such officer and, concurrently with the financial statements provided for in SUBSECTION 7.2(A) hereof and concurrently with the financial statements provided for in SUBSECTIONS 7.2(B) prepared as of each March 31, June 30, September 30 and December 31 commencing with the Monthly Financial Statement annual statement prepared as of December 31, 19971998, a compliance certificate ("COMPLIANCE CERTIFICATECompliance Certificate") in the form of EXHIBIT E Exhibit F hereto, duly executed by such authorized officer; (d) by December 31 of each fiscal year, Borrower's annual business plan for the next fiscal year (including its balance sheet and income and cash flow projections for such fiscal year); (e) promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor to shareholders generally and each regular or periodic report and each registration statement statement, prospectus or prospectus written communication (other than transmittal letters) in respect thereof filed by any Obligor with with, or received by any Obligor in connection therewith from, any securities exchange or the Securities and Exchange Commission or any successor agency, and (ef) such other financial projections and other information relating to the condition (financial or otherwise), operations operations, prospects or business of any Obligor as from time to time may be reasonably requested by Agent. Financial Statements for Borrower and Carrols Holding shall be prepared on a consolidated basis, and shall provide comparison to the corresponding period of the previous fiscal year. Each delivery of a financial statement pursuant to this SECTION Section 7.2 shall constitute a restatement of the representations contained in the last two sentences of SECTION 6.2 with respect to the period of time from the date of such most recently delivered financial statementsSection 6.2.

Financial Statements and Information. Furnish to Agent Agents and each Lender each of the following: (a) as soon as available and in any event within 120 days after the end of each applicable fiscal year, beginning with the fiscal year ending on December 31, 19971998, Annual Financial Statements of U.S. Borrower, Canadian Borrower and Group; (b) as soon as available and in any event within 45 days after the end of each fiscal month (other than the March, June, September and December fiscal months), and as soon as available and in any event within 60 days after the end quarter of each Marchapplicable fiscal year, June, September and December fiscal month, Monthly Quarterly Financial Statements of U.S. Borrower, Canadian Borrower and Group; (c) concurrently with the financial statements provided for in SUBSECTIONS 7.2(ASubsections 7.2(a) and (Bb) hereof, such schedules, computations and other information, in reasonable detail, as may be reasonably required by Agent Agents to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by the president, chief financial officer or treasurer of Borrower (or other a duly authorized officer approved by Agent) of U.S. Borrower as true and correct in all material respects to the best knowledge of such officer and, concurrently commencing with the quarterly financial statements provided for in SUBSECTION 7.2(A) hereof and concurrently with the financial statements provided for in SUBSECTIONS 7.2(B) statement prepared as of each March 31, June September 30, September 30 and December 31 commencing with the Monthly Financial Statement prepared as of December 31, 19971998, a compliance certificate ("COMPLIANCE CERTIFICATECompliance Certificate") substantially in the form of EXHIBIT E Exhibit F hereto, duly executed by such authorized officer; (d) by June 30 of each fiscal year, U.S. Borrower's and Canadian Borrower's annual business plans for the next fiscal year (including their proforma balance sheets and income and cash flow projections for such fiscal year); (e) promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor to shareholders generally and each regular or periodic report and each registration statement statement, prospectus or prospectus written communication (other than transmittal letters) in respect thereof filed by any Obligor with with, or received by any Obligor in connection therewith from, any securities exchange or the Securities and Exchange Commission or any successor agency; (f) (1) as of the Effective Date and (2) within 20 days after (i) the end of each calendar month or (ii) receipt of a request therefor (which may be given from time to time) from any Agent, a U.S. Borrowing Base Certificate and a Canadian Borrowing Base Certificate as at the Effective Date or the last day of such calendar month or the date of such receipt, as the case may be, together with such supporting information as any Agent may reasonably request; (g) within 30 days after (i) the end of each calendar quarter or (ii) receipt of a request therefor (which may be given from time to time) from any Agent, (1) a listing and aging of the Accounts of (x) U.S. Borrower and its Subsidiaries (other than Canadian Subsidiaries) and (y) the Canadian Subsidiaries as of the end of the most recently ended calendar month, prepared in reasonable detail and containing such other information as any Agent may reasonably request and (2) a summary of the Inventory of (x) U.S. Borrower and its Subsidiaries (other than Canadian Subsidiaries) and (y) the Canadian Subsidiaries as of the end of the most recently ended calendar month, prepared in reasonable detail and containing such other information as any Agent may reasonably request; (h) from time to time, at any time upon the request of any Agent, but at the cost of the applicable Borrower, a report of an independent collateral field examiner approved by Agents in writing and reasonably acceptable to the applicable Borrower (which may be, or be affiliated with, any Agent or one of the Lenders) with respect to the Accounts and Inventory components included in the U.S. Borrowing Base and the Canadian Borrowing Base (provided, however, that so long as no Event of Default has occurred and is continuing, Agents shall not require such a report more than once per calendar year and during the continuance of an Event of Default, Agents shall not require such a report more than once per calendar quarter), and (ei) such other financial projections and other information relating to the condition (financial or otherwise), operations operations, prospects or business of any Obligor as from time to time may be reasonably requested by any Agent. Each delivery of a financial statement pursuant to this SECTION Section 7.2 shall constitute a restatement of the representations contained in the last two sentences of SECTION 6.2 with respect to the period of time from the date of such most recently delivered financial statementsSection 6.2.

Financial Statements and Information. Furnish to Agent and each Lender each of the following: (a) as soon as available and in any event within 120 100 days after the end of each applicable fiscal yearyear (or, if earlier, the date of any required public filing thereof), beginning with the fiscal year ending on December 31, 19972006, Annual Audited Financial Statements of BorrowerBorrower and Carrols Restaurant Group and their respective Subsidiaries on a consolidated basis; (b) as soon as available and in any event within 45 days after the end of each fiscal month quarter (other than the March, June, September last fiscal quarter) of each applicable fiscal year and December fiscal months), and as soon as available and in any event within 60 100 days after the end of the last fiscal quarter of each Marchfiscal year (or, Juneif earlier, September and December fiscal monththe date of any required public filing thereof), Monthly Quarterly Financial Statements of BorrowerBorrower and Carrols Restaurant Group and their respective Subsidiaries on a consolidated basis; (c) concurrently with the financial statements provided for in SUBSECTIONS 7.2(ASubsections 7.2(a) and (Bb) hereof, such schedules, computations and other information, in reasonable detail, as may be required by Agent to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by the president, president or chief financial officer or treasurer of Borrower (or other authorized officer approved by Agent) as true and correct in all material respects to the best knowledge of such officer and, concurrently commencing with the financial statements provided for in SUBSECTION 7.2(A) hereof and concurrently with the financial statements provided for in SUBSECTIONS 7.2(B) annual statement prepared as of each March 31, June 30, September 30 and December 31 commencing with the Monthly Financial Statement prepared as last day of December 31, 1997fiscal year 2006, a compliance certificate ("COMPLIANCE CERTIFICATE"“Compliance Certificate”) in the form of EXHIBIT E Exhibit F hereto, duly executed by such authorized officer; (d) within 100 days after the beginning of each fiscal year, Borrower’s annual business plan for such fiscal year (including its balance sheet and income and cash flow projections for such fiscal year); (e) promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor to shareholders generally and each regular or periodic report and each registration statement statement, prospectus or prospectus written communication (other than transmittal letters) in respect thereof filed by any Obligor with with, or received by any Obligor in connection therewith from, any securities exchange or the Securities and Exchange Commission or any successor agency, and (ef) such other financial projections and other information relating to the condition (financial or otherwise), operations operations, prospects or business of any Obligor as from time to time may be reasonably requested by Agent. Financial Statements for Borrower and Carrols Holding shall be prepared on a consolidated basis, and shall provide comparison to the corresponding period of the previous fiscal year. Each delivery of a financial statement pursuant to this SECTION Section 7.2 shall constitute a restatement of the representations contained in the last two second and third sentences of SECTION 6.2 Section 6.2. Documents required to be delivered pursuant to this Section 7.2 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (x) on which Carrols Restaurant Group or the Borrower posts such documents, or provides a link thereto on Carrols Restaurant Group’s or the Borrower’s website on the Internet at xxx.xxxxxxx.xxx; or (y) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (B) the Borrower shall notify the Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Agent and/or the Arrangers will make available to the Lenders and the applicable Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the period Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of time from the date Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arrangers, the applicable Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such most recently delivered financial statementsBorrower Materials constitute Information, they shall be treated as set forth in Section 11.7); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (iv) the Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.