WHEREAS , CARROLS agreed in the Agreement to remodel its portfolio of BURGER KING restaurants in compliance with a Remodel Plan as set forth in the Agreement ; WHEREAS , CARROLS acknowledges and agrees that it will not be in compliance with the Remodel Plan as of January 1 , 2016 ; WHEREAS , BKC has the right to suspend the assignment of the ROFR to CARROLS under the Agreement by giving written notice to CARROLS on or before January 31 , 2016 ; and WHEREAS , BKC and CARROLS have reached an agreement under which BKC has agreed not to exercise its right to suspend the assignment of the ROFR in exchange for certain undertakings by CARROLS and certain modifications to the Agreement .