The SPV and Arrow Germany hereto hereby agree that the German RSA is amended as follows:

"German Borrower" means a Borrower resident for tax purposes in Germany.

Participants with tax nexus in Germany. Each Participant who is either # resident for tax purposes in Germany or # otherwise subject to German income tax and/or social security contributions in respect of

Ford Credit Combined Tax Liability. (a) In General. With respect to each taxable period, the Ford Credit Combined Tax Liability shall be the sum, for such taxable period, of Ford Credit's liability for each Non-Federal Combined Tax, as determined on a Pro Forma Ford Credit Combined Return.

Ford Credit Unused Tax Assets. (a) In General. With respect to Tax Assets of Ford Credit Taxable Entities not otherwise taken into account under Section 3.2 or 3.3 of this Agreement, Ford shall pay Ford Credit, at expiration of the relevant statutory carryforward period; provided, however, that for any Tax Asset other than foreign tax credits, Ford's payment to Ford Credit shall be limited to an amount determined by comparing # the Consolidated (or Combined) Group's liability for Federal Income Taxes (or Non-Federal Combined Taxes) computed by taking into account such Tax Assets to # the Consolidated (or Combined) Group's liability for Federal Income Taxes (or Non-Federal Combined Taxes) computed without taking into account such Tax Assets. Ford shall pay Ford Credit the full amount of its foreign tax credits generated by Ford Credit Taxable Entities.

Allocation of Tax Credits, Tax Credit Recapture, Etc. Allocations of Tax credits, Tax credit recapture, and any items related thereto shall be allocated to the Unitholders according to their interests in such items as determined by the Board taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii)and(viii).

execute for and on its behalf any and all German Security Documents and other agreements related to the German Security;

make and receive all declarations and statements which are necessary or desirable in connection with the German Security or any of the German Security Documents;

Mr. Michael German, President

German residents holding shares of Common Stock exceeding 1% of the Corporation’s total Common Stock, must notify their local tax office of the acquisition of Common Stock if the acquisition costs for all Common Stock held exceeds €150,000 or if the resident holds 10% or more in the Corporation’s total Common Stock.