Limitation on Certain Liabilities. Notwithstanding anything else in this Agreement, the aggregate liability of any Underwriter to Ford Credit and the Depositor for any losses, claims, damages, liabilities, legal or other expenses or other amounts (collectively, “Amounts”) based on any breaches or alleged breaches by that Underwriter of its agreements in Section 5(m)(ii), without regard to whether the Amounts are payable by that Underwriter under Section 7(b) or as damages for breach of contract or otherwise, will in no event exceed the total underwriting discounts and commissions received by that Underwriter, in each case, as stated on the cover of the Prospectus.
Limitation on Certain Liabilities. 1. Co-General Partner. Neither the Co-General Partner nor its members or manager(s) from time to time shall under any circumstances have (i) any responsibility, whether to the Limited Partner or the General Partner, for any obligation or liability of the limited partnership or (ii) any obligation to contribute to the General Partner for any contributions made from time to time by the General Partner to the capital of the limited partnership or otherwise to the limited partnership or for any losses or expenses incurred by the General Partner from time to time including, without limitation, in respect of the limited partnership, any obligations or liabilities the limited partnership or the General Partner may have under this Agreement or, without limitation, otherwise. This limitation on liability is in addition to any other limitation on liability in favor of the Co-General Partner and its members and manager(s) as may exist from time to time, whether at law or, without limitation, otherwise. The General Partner will indemnify, hold harmless and defend the Co-General Partner and its and members and manager(s) from time to time against all obligations and liabilities of the limited partnership.
