Indemnification Amounts Threshold Amount means, for any date of determination, (i) if the Threshold DSCR is greater than or equal to 2.75x, $1,000,000 and (ii) otherwise, $500,000.
Indemnification Amounts Threshold Amount means, for any date of determination, (i) if the Threshold DSCR is greater than or equal to 2.75x, $1,000,000 and (ii) otherwise, $500,000. “Indemnitee” has the meaning set forth in SECTION 2.8 hereof. “Independent Auditors” has the meaning set forth in SECTION 3.2 hereof. “IP Services” means performing the Franchisor’s obligations and exercising the Franchisor’s rights under the IP License Agreements (and under any other agreements pursuant to which the Franchisor licenses the use of any Securitization IP, such as Franchise Agreements) and acquiring, developing, managing, maintaining, protecting, enforcing, defending, licensing, sublicensing and undertaking such other duties and services as may be necessary in connection with the Securitization IP, on behalf of the Franchisor, in each case in accordance with and subject to the standards imposed by the IP License Agreements, this Agreement (including the Managing Standard, unless the Franchisor determines, in its sole discretion, that additional action is necessary or desirable in furtherance of the protection of the Securitization IP, in which case the Manager will perform such IP Services and additional related services as are reasonably requested by the Franchisor), the Indenture, the other Related Documents and the Managed Documents. The IP Services may include among other things: (a) conceiving, developing, creating and/or acquiring After-Acquired Securitization IP on behalf of Franchisor and ensuring all future After-Acquired Securitization IP otherwise created, developed or acquired is assigned to and inures to the benefit of the Franchisor; (b) maintaining, enforcing and defending the Franchisor’s rights in and to the Securitization IP, including filing, prosecuting and maintaining applications therefor; (c) monitoring third party use and registration of Securitization IP (or other Intellectual Property which may infringe, misappropriate or dilute the Securitization IP); (d) confirming and enforcing the Franchisor’s legal title in and to the Securitization IP, and exercising the Franchisor’s rights and performing its obligations under each IP License Agreement; 5 143946769_2