Exhibit 4.59    TAL ADVANTAGE IV LLC Issuer  and  WELLS FARGO BANK, NATIONAL ASSOCIATION Indenture Trustee  
  SERIES 2011-1 SUPPLEMENT Dated as of January 21, 2011  to  INDENTURE Dated as of June 28, 2010  
  SERIES 2011-1, FIXED RATE SECURED NOTES


TABLE OF CONTENTS  PageARTICLE IDefinitions; Calculation GuidelinesSection 101.
Definitions

1ARTICLE IICreation of the Series 2011-1 NotesSection 201.
Designation

5Section 202.
Authentication and Delivery

5Section 203.
Interest Payments on the Series   2011-1 Notes

6Section 204.
Principal Payments on the Series   2011-1 Notes

6Section 205.
Prepayment of Principal on the   Series 2011-1 Notes

7Section 206.
Restrictions on Transfer

7ARTICLE IIISeries 2011-1 Series Account and   Allocation and Application of Amounts ThereinSection 301.
Series 2011-1 Series Account

12Section 302.
Investment of Funds

12Section 303.
Distributions from Series 2011-1   Series Account

12ARTICLE IV[Reserved]ARTICLE VConditions to IssuanceSection 501.
Conditions to Issuance

14ARTICLE VIRepresentations and WarrantiesSection 601.
Existence

14Section 602.
Authorization

15Section 603.
No Conflict; Legal Compliance

15Section 604.
Validity and Binding Effect

15Section 605.
Financial Conditions

15Section 606.
Place of Business

15Section 607.
No Agreements or Contracts

15Section 608.
Consents and Approvals

15  i


TABLE OF CONTENTS (contd)  PageSection 609.
Margin Regulations

16Section 610.
Taxes

16Section 611.
Other Regulations

16Section 612.
Solvency and Separateness

17Section 613.
Survival of Representations and   Warranties

17Section 614.
No Default

17Section 615.
Litigation and Contingent   Liabilities

17Section 616.
Title; Liens

18Section 617.
Subsidiaries

18Section 618.
No Partnership

18Section 619.
Pension and Welfare Plans

18Section 620.
Ownership of the Issuer

18Section 621.
Security Interest Representations

18ARTICLE VIIMiscellaneous ProvisionsSection 701.
Ratification of Indenture

20Section 702.
Counterparts

20Section 703.
Governing Law

20Section 704.
Notices to the Rating Agency

20Section 705.
Amendments and Modifications

20Section 706.
Consent to Jurisdiction

21Section 707.
Waiver of Jury Trial

21Section 708.
No Petition

21  ii


TABLE OF CONTENTS (contd)  EXHIBITS  EXHIBIT A-1
Form of 144A Global   NoteEXHIBIT A-2
Form of Temporary   Regulation S Global NoteEXHIBIT A-3
Form of Permanent   Regulation S Global NoteEXHIBIT A-4
Form of Note Issued to   Institutional Accredited InvestorsEXHIBIT B
Form of Certificate to   be Given by NoteholdersEXHIBIT C
Form of Certificate to   be Given by Euroclear or ClearstreamEXHIBIT D
Form of Certificate to   be Given by Transferee of Beneficial Interest In a Temporary Regulation S   Global NoteEXHIBIT E
Form of Transfer   Certificate for Exchange or Transfer From 144A Note to Regulations S NoteEXHIBIT F
Form of Initial   Purchaser Exchange InstructionsSCHEDULESSCHEDULE 1
Series 2011-1 Minimum   Targeted Principal Balances by Payment DateSeries 2011-1 Scheduled   Targeted Principal Balances by Payment Date  iii


THIS SERIES 2011-1 SUPPLEMENT, dated as of January 21, 2011 (as amended, modified and supplemented from time to time in accordance with the terms hereof, this Supplement), is between TAL ADVANTAGE IV LLC, a limited liability company organized under the laws of Delaware (the Issuer), and Wells Fargo Bank, National Association, a national banking association, as Indenture Trustee (the Indenture Trustee).  WHEREAS, pursuant to the Indenture, dated as of June 28, 2010 (as amended, modified or supplemented from time to time in accordance with its terms, the Indenture), between the Issuer and the Indenture Trustee, the Issuer may from time to time direct the Indenture Trustee to authenticate one or more new Series of Notes. The Principal Terms of any new Series are to be set forth in a Supplement to the Indenture.  WHEREAS, pursuant to this Supplement, the Issuer and the Indenture Trustee shall create a new Series of Notes (Series 2011-1) and specify the Principal Terms thereof.  NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:  ARTICLE I  Definitions; Calculation Guidelines  Section 101.           Definitions.  (a)  Whenever used in this Supplement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.  144A Global Notesmeans the 144A Global Notes substantially in the form of Exhibit A-1 hereto.  2011-1 Closing Datemeans January 21, 2011.  Aggregate Series 2011-1 Note Principal Balancemeans, as of any date of determination, an amount equal to the sum of the Series 2011-1 Note Principal Balances of all Series 2011-1 Notes then Outstanding, which as of the 2011-1 Closing Date shall be One Hundred Seventy-Four Million Dollars ($174,000,000).  Benefit Planmeans an employee benefit plan as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a plan within the meaning of Section 4975(e)(1) ofthe Code or an entity whose underlying assets include plan assets of any of the foregoing by reason of an employee benefit plans or plans investment in such entity.  Clearing Agencymeans, with respect to any Global Note, any Person designated as such by the Issuer, which Person must be registered as a clearing agency pursuant to Section 17A of the Securities Exchange Act of 1934.


Control Partymeans, with respect to Series 2011-1, the Majority of Holders of the Series 2011-1 Notes.  Default Feemeans, for any Payment Date on which interest on overdue amounts is payable in accordance with the provisions of Section 203(b) hereof, an amount equal to the excess of (x) the total amount of interest payable on such Payment Date, including the amount of interest otherwise payable on such Payment Date pursuant to the provisions of Section 203(b), over (y) the amount of interest that would have been payable on such Payment Date if no payment default had occurred.  Default Ratemeans, for any date of determination, an interest rate per annum equal to two percent (2.00%).  Deficiency Amountmeans (a) for any Payment Date other than the Series 2011-1 Legal Final Maturity Date, any shortfall in the aggregate amount available in the Series 2011-1 Series Account for the Series 2011-1 Notes or any other amounts available under the Indenture or this Supplement to pay the Series 2011-1 Note Interest Payment due and payable on all Series 2011-1 Notes on such Payment Date, and (b) on the Series 2011-1 Legal Final Maturity Date, any shortfall in the aggregate amount available in the Series 2011-1 Series Account or any other amounts available under the Indenture or this Supplement to pay the then Aggregate Series 2011-1 Note Principal Balance and accrued but unpaid Series 2011-1 Note Interest Payments.  Definitive Noteshall have the meaning set forth in Appendix A to the Indenture.  Dollarsand the sign $mean lawful money of the United States of America.  DTCshall have the meaning set forth in Section 206.  Initial Purchasermeans Wells Fargo Securities, LLC, a Delaware limited liability company.  Institutional Accredited Investorsshall have the meaning set forth in Section 206.  Majority of Holdersmeans, with respect to the Series 2011-1 Notes as of any date of determination, the Series 2011-1 Noteholders holding Series 2011-1 Notes constituting more than fifty percent (50%) of the then Aggregate Series 2011-1 Note Principal Balance.  Minimum Principal Payment Amountmeans, for the Series 2011-1 Notes on any Payment Date, the excess, if any, of (x) the then Aggregate Series 2011-1 Note Principal Balance over (y) the Minimum Targeted Principal Balance for the Series 2011-1 Notes for such Payment Date.  Minimum Targeted Principal Balancemeans for the Series 2011-1 Notes for each Payment Date, the amount set forth opposite such Payment Date on Schedule 1 hereto  2


under the column titled Minimum Targeted Principal Balance, as the amounts on Schedule 1 hereto may be amended from time to time in accordance with the provisions of the Indenture.  Moodysshall mean Moodys Investors Service, Inc. and any successor thereto.  Noticemeans the telephonic or telegraphic notice, promptly confirmed in writing by telecopy in the form required by the Policy, the original of which is subsequently delivered by registered or certified mail, for the Indenture Trustee specifying the Insured Amount which shall be due and owing on the applicable Payment Date.  Permanent Regulation S Global Notesmeans the Permanent Regulation S Global Notes substantially in the form of Exhibit A-3.  Qualified Institutional Buyersshall have the meaning set forth in Section 206.  Rating Agencymeans, for Series 2011-1, S&P.  Regulation Sshall have the meaning set forth in Section 206 hereof.  Regulation S Global Notesmeans, collectively, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes  Rule 144Ashall have the meaning set forth in Section 206 hereof.  S&Pmeans Standard & Poors Ratings Services, a division of The McGraw Hill Companies, Inc., and any successor thereto.  Scheduled Principal Payment Amountmeans, for the Series 2011-1 Notes for any Payment Date, the excess, if any, of (x) the then Aggregate Series 2011-1 Note Principal Balance (after giving effect to any payment of the Minimum Principal Payment Amount for the Series 2011-1 Notes actually paid on such Payment Date), over (y) the Scheduled Targeted Principal Balance for the Series 2011-1 Notes for such Payment Date.  Scheduled Targeted Principal Balancemeans, for the Series 2011-1 Notes for any Payment Date, the amount set forth opposite such Payment Date on Schedule 1 hereto under the column titled Scheduled Targeted Principal Balance, as the amounts on Schedule 1 hereto may be amended from time to time in accordance with the provisions of the Indenture.  Securities Actmeans the Securities Act of 1933, as amended.  Series 2011-1means the Series of Notes the terms of which are specified in this Supplement.  Series 2011-1 Expected Final Maturity Datemeans the Payment Date in January, 2021.  3


Series 2011-1 Legal Final Maturity Datemeans the Payment Date in January, 2026.  Series 2011-1 Notemeans any one of the notes issued pursuant to the terms of Section 201(a) of this Supplement, substantially in the form of any of Exhibit A-1, A-2, A-3 or A-4 to this Supplement.  Series 2011-1 Note Interest Paymentmeans, for each Series 2011-1 Note on each Payment Date, an amount equal to the product of (i) four and six-tenths of one percent (4.60)%, (ii) the Series 2011-1 Note Principal Balance on the immediately preceding Payment Date and (iii) a fraction, the numerator of which is the actual number of days elapsed in such Interest Accrual Period and the denominator of which is 360.  Series 2011-1 Note Principal Balancemeans, with respect to any Series 2011-1 Note as of any date of determination, an amount equal to the excess, if any, of (x) the Series 2011-1 Note Principal Balance of such Series 2011-1 Note as of the 2011-1 Closing Date, over (y) the cumulative amount of all Minimum Principal Payment Amounts, Scheduled Principal Payment Amounts and any other principal payments (including Prepayments) actually paid to the related Series 2011-1 Noteholder subsequent to the 2011-1 Closing Date.  Series 2011-1 Note Purchase Agreementmeans the Series 2011-1 Note Purchase Agreement, dated as of January 21, 2011, among the Issuer, the Manager and the Initial Purchaser.  Series 2011-1 Noteholdermeans, at any time of determination for the Series 2011-1 Notes, any Person in whose name a Series 2011-1 Note is registered in the Note Register.  Series 2011-1 Series Accountmeans the account of that name established in accordance with Section 301 hereof.  Series 2011-1 Transaction Documentsmeans any and all of the Indenture, this Supplement, the Series 2011-1 Notes, the Series 2011-1 Note Purchase Agreement, the Management Agreement, the Contribution and Sale Agreement, the Transition Agent Agreement, any Hedge Agreement and all other Transaction Documents and any and all other agreements, documents and instruments executed and delivered by or on behalf or in support of the Issuer with respect to the issuance and sale of the Series 2011-1 Notes, as any of the foregoing may from time to time be amended, modified, supplemented or renewed.  Temporary Regulation S Global Notesmeans the Temporary Regulation S Global Notes substantially in the form of Exhibit A-2.  Transferorshall have the meaning set forth in Section 206 hereof.  U.S. Personshall have the meaning set forth in Section 206 hereof.  (b)           Capitalized terms used herein and not otherwise defined shall have the meaning set forth in Appendix A to the Indenture or, if not defined therein, as defined in the Series 2011-1 Note Purchase Agreement.  The rules of usage set forth in such Appendix A shall apply to this Supplement.  4


ARTICLE II  Creation of the Series 2011-1 Notes  Section 201.           Designation.  (a)  There is hereby created a Series of Notes to be issued in one Class pursuant to the Indenture and this Supplement to be known respectively as TAL Advantage IV LLC Series 2011-1 Fixed Rate Secured Notes.  The Series 2011-1 Notes will be issued in the initial aggregate principal balance of One Hundred Seventy-Four Million Dollars ($174,000,000) and will not have priority over any other Series, except to the extent set forth in the Supplement for such other Series.  The issuance date of the Series 2011-1 Notes is January 21, 2011.  (b)           The Payment Date with respect to the Series 2011-1 Notes shall be the twentieth (20th) calendar day of each month, or, if such day is not a Business Day, the immediately following Business Day, commencing February 22, 2011.  (c)           The initial Collection Period with respect to the Series 2011-1 Notes shall commence on January 21, 2011 and end on January 31, 2011.  (d)           Payments of principal and interest on the Series 2011-1 Notes shall be payable from funds on deposit in the Series 2011-1 Series Account or otherwise at the times and in the amounts set forth in Article III of the Indenture and Article III of this Supplement.  (e)           The Series 2011-1 Notes are classified as Term Notes, as such term is used in the Indenture.  The Existing Commitment as such term is used in the Indenture, for the 2011-1 Notes, shall at all times be equal to the Aggregate Series 2011-1 Note Principal Balance as of such date of determination.  (f)            In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the terms and provisions of this Supplement shall govern.  Section 202.           Authentication and Delivery.  (a)           On the 2011-1 Closing Date, the Issuer shall sign, and shall direct the Indenture Trustee in writing pursuant to Section 201 of the Indenture to duly authenticate, and the Indenture Trustee, upon receiving such direction, (i) shall authenticate (by manual or facsimile signature), subject to compliance with the conditions precedent set forth in Section 501 hereof, the Series 2011-1 Notes in accordance with such written directions, and (ii) subject to compliance with the conditions precedent set forth in Section 501 hereof, shall deliver such Series 2011-1 Notes to the Initial Purchaser in accordance with such written directions.  (b)           In accordance with Section 202 of the Indenture, the Series 2011-1 Notes sold in reliance on Rule 144A shall be represented by one or more Rule 144A Global Notes.  Any Series 2011-1 Notes sold in reliance on Regulation S shall be represented by one or more Regulation S Global Notes.  Any Series 2011-1 Notes sold to Institutional Accredited Investors shall be represented by one or more Definitive Notes.  5


(c)           The Series 2011-1 Notes shall be executed by manual or facsimile signature on behalf of the Issuer by any authorized officer or manager of the Issuer and shall be substantially in the forms of Exhibit A-1, A-2, A-3 and A-4 hereto, as applicable.  (d)           The Series 2011-1 Notes shall be issued in minimum denominations of $250,000 and in integral multiples of $1,000 in excess thereof.  Section 203.           Interest Payments on the Series 2011-1 Notes.  (a)           Interest on Series 2011-1 Notes.  Interest will be due and payable on each Series 2011-1 Note in an amount equal to the Series 2011-1 Note Interest Payment.  Such Series 2011-1 Note Interest Payment shall be payable on each Payment Date from amounts on deposit in the Series 2011-1 Series Account in accordance with Section 303 hereof.  To the extent that the amount of interest which is due and payable on any Payment Date is not paid in full on such date, such shortfall, together with interest thereon at the interest rate otherwise applicable thereto plus the Default Rate, shall be due and payable on the immediately succeeding Payment Date.  (b)           Interest on Overdue Amounts.  If the Issuer shall default in the payment of (i) the unpaid principal balance of any Series 2011-1 Notes on the Series 2011-1 Legal Final Maturity Date, (ii) the Series 2011-1 Note Interest Payment on any Series 2011-1 Note when due, or (iii) following the acceleration of the Series 2011-1 Notes in accordance with the terms of the Indenture, any other amount owing under the Indenture not covered in clauses (i) and (ii) which is not paid when due, the Issuer shall from time to time, pay interest on such unpaid amounts, to the extent permitted by Applicable Law, to, but not including, the date of actual payment (after as well as before judgment), at a rate per annum equal to the interest rate otherwise applicable thereto plus the Default Rate, for the period during which such principal, interest or other amount shall be unpaid from the due date of such payment to, but not including, the date of actual payment thereof.  Any such Default Fees shall be payable at the times and subject to the priorities set forth in Section 303 hereof.  (c)           Maximum Interest Rate.  In no event shall the interest charged with respect to a Series 2011-1 Note exceed the maximum amount permitted by Applicable Law.  If at any time the interest rate charged with respect to the Series 2011-1 Notes exceeds the maximum rate permitted by Applicable Law, the rate of interest to accrue pursuant to this Supplement and such Series 2011-1 Note shall be limited to the maximum rate permitted by Applicable Law.  Section 204.           Principal Payments on the Series 2011-1 Notes.  The principal balance of the Series 2011-1 Notes shall be payable on each Payment Date from amounts on deposit in the Series 2011-1 Series Account in an amount equal to (i) so long as no Early Amortization Event is continuing, the sum of the Minimum Principal Payment Amount and the Scheduled Principal Payment Amount for such Payment Date, to the extent that funds are available for such purpose in accordance with the provisions of part I of Section 302 hereof, or (ii) if an Early Amortization Event is then continuing (or an Event of Default has occurred, but the Series 2011-1 Notes have not been accelerated in accordance with the provisions of Section 802 of the Indenture), the sum of the Minimum Principal Payment Amount, the Scheduled Principal Payment Amount and then unpaid Aggregate Series 2011-1 Note Principal Balance shall be payable in full to the extent that funds are available for such purposes in accordance with  6


the provisions of Part (II) of Section 303 hereof.  The unpaid principal amount of each Series 2011-1 Note together with all unpaid interest (including all Default Fees), fees, expenses, costs and other amounts payable by the Issuer to the Series 2011-1 Noteholders and the Indenture Trustee pursuant to the terms of the Indenture and this Supplement, shall be due and payable in full on the earlier to occur of (x) the date on which an Event of Default shall occur and the Series 2011-1 Notes have been accelerated in accordance with the provisions of Section 802 of the Indenture and (y) the Series 2011-1 Legal Final Maturity Date.  Section 205.           Prepayment of Principal on the Series 2011-1 Notes.  (a)           The Aggregate Series 2011-1 Note Principal Balance of the Series 2011-1 Notes shall be required to be prepaid at the time and in the amount of a Supplemental Principal Payment Amount allocated to Series 2011-1 in accordance with Section 702(a) of the Indenture.  (b)           On the Payment Date occurring in March 2014 and on each Payment Date thereafter, the Issuer will have the option to prepay, all, or a portion of, the Aggregate Series 2011-1 Note Principal Balance of the Series 2011-1 Notes in a minimum amount of One Hundred Thousand Dollars ($100,000).  The Issuer shall not prepay the Aggregate Series 2011-1 Note Principal Balance of the Series 2011-1 Notes prior to the Payment Date occurring in March 2014; provided, however, that nothing contained herein shall prohibit any allocation to the Series 2011-1 Noteholders of Supplemental Principal Payment Amounts in accordance with the terms of the Indenture on any Payment Date.  Any such Prepayment of all, or a portion of, the Aggregate Series 2011-1 Note Principal Balance shall also include accrued interest to the date of Prepayment on the principal balance being prepaid.  The Issuer may not make such Prepayment from funds in the Trust Account, the Series 2011-1 Series Account or the Restricted Cash Account, except to the extent that funds in any such account would otherwise be payable to the Issuer or available to prepay the Aggregate Series 2011-1 Note Principal Balance in accordance with the terms of the Indenture and this Supplement.  (c)           In the event of any prepayment of the Series 2011-1 Notes in accordance with this Section 205 or any other provision of the Indenture, the Issuer shall pay any termination, notional reduction, breakage or other fees or costs assessed by any Hedge Counterparty.  (d)           The Issuer shall provide not less than five (5) Business Days prior written notice of any Prepayment to the Indenture Trustee, and the Indenture Trustee shall promptly forward a copy of such notice to the Series 2011-1 Noteholders.  Section 206.           Restrictions on Transfer.  (a)  On the 2011-1 Closing Date, the Issuer shall sell the Series 2011-1 Notes to the Initial Purchaser pursuant to the Series 2011-1 Note Purchase Agreement and deliver such Series 2011-1 Notes in accordance herewith and therewith.  Thereafter, no Series 2011-1 Note may be sold, transferred or otherwise disposed of except in compliance with the provisions of the Indenture and except as follows:  (A)          to Persons that the transferring Person reasonably believes are Qualified Institutional Buyers in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A promulgated thereunder (Rule 144A);  7


(B)           in offshore transactions in reliance on Regulation S under the Securities Act (Regulation S);  (C)           to institutional accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (Institutional Accredited Investors) that take delivery of such Series 2011-1 Note in an amount of at least $250,000 and that deliver an Investment Letter substantially in the form of Exhibit C to the Indenture to the Indenture Trustee; or  (D)          to a Person who is taking delivery of such Series 2011-1 Notes pursuant to a transaction that is otherwise exempt from the registration requirements of the Securities Act, as confirmed in an Opinion of Counsel by such Person or its transferor addressed to the Indenture Trustee and the Issuer, which counsel and opinion are satisfactory to the Indenture Trustee and the Issuer.  The Indenture Trustee shall have no obligations or duties with respect to determining whether any transfers of the Series 2011-1 Notes are made in accordance with the Securities Act or any other law; provided that with respect to Definitive Notes, the Indenture Trustee shall enforce the applicable transfer restrictions in accordance with the terms set forth in this Section 206(a).  (b)           Each purchaser (other than the Initial Purchaser) of the Series 2011-1 Notes (including any purchaser, other than the Initial Purchaser, of an interest in the Series 2011-1 Notes which are Global Notes) shall be deemed to have acknowledged and agreed as follows:  (i)            It is (A) a qualified institutional buyer as defined in Rule 144A (Qualified Institutional Buyer) and is acquiring such Series 2011-1 Notes for its own institutional account or for the account or accounts of a Qualified Institutional Buyer or (B) purchasing such Series 2011-1 Notes in a transaction exempt from registration under the Securities Act and in compliance with the provisions of this Supplement and in compliance with the legend set forth in clause (iv)below or (C) not a U.S. Person as defined in Regulation S (a U.S. Person) and is acquiring such Series 2011-1 Notes outside of the United States.  (ii)           It is purchasing one or more Series 2011-1 Notes in an amount of at least $250,000 and it understands that such Series 2011-1 Notes may be resold, pledged or otherwise transferred only in an amount of at least $250,000.  (iii)          It represents and warrants to the Issuer, the Indenture Trustee and the Initial Purchaser, that either (i) it is not acquiring the Series 2011-1 Note with the plan assets of a Benefit Plan or any other plan that is subject to a law that is similar to Title I of ERISA or Section 4975 of the Code or (ii) the acquisition, holding and disposition of the Series 2011-1 Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any similar applicable law.  (iv)          It understands that the Series 2011-1 Notes are being transferred to it in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise  8


transfer any Series 2011-1 Notes, such Series 2011-1 Notes may be resold, pledged or transferred only in accordance with applicable state securities laws and (1) in a transaction meeting the requirements of Rule 144A, to a Person that the seller reasonably believes is a Qualified Institutional Buyer that purchases for its own account (or for the account or accounts of a Qualified Institutional Buyer) and to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (2) (A) to a Person that is an Institutional Accredited Investor, is taking delivery of such Series 2011-1 Notes in an amount of at least $250,000, and delivers an Investment Letter to the Indenture Trustee or (B) to a Person that is taking delivery of such Series 2011-1 Notes pursuant to a transaction that is otherwise exempt from the registration requirements of the Securities Act, as confirmed in an opinion of counsel addressed to the Indenture Trustee, the Issuer and the transferor, which counsel and opinion are satisfactory to the Indenture Trustee, the Issuer and the transferor, or (3) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S.  (v)           It is not a Competitor.  (vi)          It understands that each Series 2011-1 Note shall bear a legend substantially to the following effect:  [For Book-Entry Notes Only:UNLESS THIS SERIES 2011-1 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO THE TRANSFEROR OF SUCH NOTE (THE TRANSFEROR) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SERIES 2011-1 NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR THE USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]  THIS SERIES 2011-1 NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2011-1 NOTE, AGREES THAT SUCH SERIES 2011-1 NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (RULE 144A), TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT (OR FOR THE ACCOUNT OR ACCOUNTS OF A  9


QUALIFIED INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) TO A PERSON (A) THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR, WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, IS TAKING DELIVERY OF SUCH SERIES 2011-1 NOTE IN AN AMOUNT OF AT LEAST$250,000AND DELIVERS A PURCHASER LETTER TO THE INDENTURE TRUSTEE IN THE FORM ATTACHED TO THE SUPPLEMENTS OR (B) THAT IS TAKING DELIVERY OF SUCH SERIES 2011-1 NOTE PURSUANT TO A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AS CONFIRMED IN AN OPINION OF COUNSEL ADDRESSED TO THE INDENTURE TRUSTEE AND THE ISSUER, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE ISSUER AND THE INDENTURE TRUSTEE.  EACH PURCHASER AND TRANSFEREE OF A SERIES 2011-1 NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE SERIES 2011-1 NOTE WITH THE PLAN ASSETS OF AN EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (ERISA), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE CODE), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLANS OR PLANS INVESTMENT IN SUCH ENTITY, OR ANY OTHER PLAN THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THE SERIES 2011-1 NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR APPLICABLE LAW.  THIS SERIES 2011-1 NOTE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.  (vii)Each investor described in Section 206(a)(B) understands that the Series 2011-1 Notes have not and will not be registered under the Securities Act, that any offers, sales or deliveries of the Series 2011-1 Notes purchased by it in the United States or to U.S. Persons prior to the date that is 40 days after the later of (i) the commencement of the distribution of the Series 2011-1 Notes and (ii) the 2011-1 Closing Date, may constitute a violation of United States law, and that  10


distributions of principal and interest will be made in respect of such Notes only following the delivery by the holder of a certification of non-U.S. beneficial ownership or the exchange of beneficial interest in Temporary Regulation S Global Notes for beneficial interests in the related Permanent Regulation S Global Notes  (which in each case will itself require a certification of non-U.S. beneficial ownership), at the times and in the manner set forth in this Supplement.  (viii)The Temporary Regulation S Global Notes representing the Series 2011-1 Notes sold to each investor described in Section 206(a)(B) will bear a legend to the following effect, unless the Issuer determines otherwise consistent with Applicable Law:  [FOR REGULATION S GLOBAL NOTES ONLY:  EACH INVESTOR PURCHASING THIS SERIES 2011-1NOTE IN RELIANCE UPON REGULATION S OF THE SECURITIES ACT UNDERSTANDS THAT THE SERIES 2011-1 NOTES HAVE NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, THAT ANY OFFERS, SALES OR DELIVERIES OF THE SERIES 2011-1 NOTES PURCHASED BY IT IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (I) THE COMMENCEMENT OF THE DISTRIBUTION OF THE SERIES 2011-1 NOTES AND (II) THE CLOSING DATE, MAY CONSTITUTE A VIOLATION OF UNITED STATES LAW, AND THAT DISTRIBUTIONS OF PRINCIPAL AND INTEREST WILL BE MADE IN RESPECT OF SUCH SERIES 2011-1 NOTES ONLY FOLLOWING THE DELIVERY BY THE HOLDER OF A CERTIFICATION OF  NON-U.S. BENEFICIAL OWNERSHIP OR THE EXCHANGE OF BENEFICIAL INTEREST IN REGULATION S TEMPORARY GLOBAL NOTES FOR BENEFICIAL INTERESTS IN THE RELATED UNRESTRICTED BOOK ENTRY NOTES (WHICH IN EACH CASE WILL ITSELF REQUIRE A CERTIFICATION OF NON-U.S. BENEFICIAL OWNERSHIP), AT THE TIMES AND IN THE MANNER SET FORTH IN THE INDENTURE.]  (ix)The Indenture Trustee shall not permit the transfer of any Series 2011-1 Notes unless such transfer complies with the terms of the foregoing legends and, in the case of a transfer (i) to an Institutional Accredited Investor (other than a Qualified Institutional Buyer), the transferee delivers a completed Investment Letter to the Indenture Trustee, or (ii) to a Person other than a Qualified Institutional Buyer or an Institutional Accredited Investor, upon delivery of an Opinion of Counsel satisfactory to the Indenture Trustee, the Issuer and the Transferor, to the effect that the transferee is taking delivery of the Series 2011-1 Notes in a transaction that is otherwise exempt from the registration requirements of the Securities Act, which counsel and opinion are satisfactory to the Indenture Trustee, the Issuer and the Transferor.  (c)Forms substantially in the form of Exhibit(s) B through F, as appropriate, shall be completed in connection with any transfer of the Series 2011-1 Notes.  11


ARTICLE III  Series 2011-1 Series Account and Allocation and Application of Amounts Therein  Section 301.Series 2011-1 Series Account.  The Issuer shall establish on the 2011-1 Closing Date and maintain, so long as any Series 2011-1 Note is Outstanding, an Eligible Account in the name of the Issuer with the Indenture Trustee which shall be designated as  the Series 2011-1 Series Account, which account shall be pledged to the Indenture Trustee for the benefit of the Series 2011-1 Noteholders pursuant to the Indenture and this Supplement.  All deposits of funds by or for the benefit of the Series 2011-1 Noteholders from the Trust Account and the Restricted Cash Account, shall be accumulated in, and withdrawn from, the Series 2011-1 Series Account in accordance with the provisions of the Indenture and this Supplement.  Section 302.Investment of Funds.  Any funds on deposit in the Series 2011-1 Series Account shall be invested in the same manner as the funds deposited and held in the Trust Account.  Section 303.Distributions from Series 2011-1 Series Account.  On each Payment Date and on each other date on which any payment is to be made with respect to the Series 2011-1 Notes in accordance with Sections 203, 204 or 205 hereof, based on the Manager Report (upon which the Indenture Trustee may conclusively rely) the Indenture Trustee shall distribute funds then on deposit in the Series 2011-1 Series Account in accordance with the provisions of either subsection (I), (II) or (III) of this Section 303.  (I)If neither an Early Amortization Event nor an Event of Default shall have occurred and be continuing:  (1)To each Holder of a Series 2011-1 Note on the immediately preceding Record Date, on a pro rata basis an amount equal to its Series 2011-1 Note Interest Payment (exclusive of Default Fees) for such Payment Date;  (2)To each Holder of a Series 2011-1 Note on the immediately preceding Record Date, an amount equal to its pro rata portion of the Minimum Principal Payment Amount then due and payable to the Holders of the Series 2011-1 Notes on such Payment Date;  (3)To each Holder of a Series 2011-1 Note on the immediately preceding Record Date, an amount equal to its pro rata portion of the Scheduled Principal Payment Amount then due and payable to the Holders of the Series 2011-1 Notes on such Payment Date;  (4)To each Holder of a Series 2011-1 Note on the immediately preceding Record Date, an amount equal to its pro rata portion of the Supplemental Principal Payment Amount, if any, allocable to the Series 2011-1 Notes on such Payment Date;  (5)To each Series 2011-1 Noteholder on the immediately preceding Record Date, on a pro rata basis an amount equal to Default Fees (if any) then due and payable pursuant to the Series 2011-1 Transaction Documents; and  12


(6)After application of the amounts required to be paid pursuant to Section 302 of the Indenture, to the Issuer or its assigns, any remaining amounts then on deposit in the Series 2011-1 Series Account.  (II)If an Early Amortization Event shall have occurred and be continuing with respect to any Series but no Event of Default shall have occurred and be continuing (or an Event of Default has occurred but the Notes have not been accelerated in accordance with Section 802 of the Indenture):  (1)To each Holder of a Series 2011-1 Note on the immediately preceding Record Date, on a pro rata basis an amount equal to its Series 2011-1 Note Interest Payment (exclusive of Default Fees) for such Payment Date;  (2)To each Holder of a Series 2011-1 Note on the immediately preceding Record Date, an amount equal to its pro rata portion of the Minimum Principal Payment Amount then due and payable to the Holders of the Series 2011-1 Notes on such Payment Date;  (3)To each Holder of a Series 2011-1 Note on the immediately preceding Record Date, an amount equal to its pro rata portion of the Scheduled Principal Payment Amount then due and payable to the Holders of the Series 2011-1 Notes on such Payment Date;  (4)To each Holder of a Series 2011-1 Note on the immediately preceding Record Date, an amount equal to its pro rata portion of the then Aggregate Series 2011-1 Note Principal Balance until the Aggregate Series 2011-1 Note Principal Balance has been reduced to zero;  (5)To each Holder of a Series 2011-1 Note on the immediately preceding Record Date, pro rata (based on respective amounts due), an amount equal to all Default Fees then due and payable by the Issuer to the Series 2011-1 Noteholders pursuant to the Series 2011-1 Transaction Documents; and  (6)After application of the amounts required to be paid pursuant to Section 302 of the Indenture, to the Issuer or its assigns, any remaining amounts then on deposit in the Series 2011-1 Series Account.  (III)If an Event of Default shall have occurred and be continuing and the Notes of any Series have been declared due and payable and such declaration and its consequences have not been rescinded or annulled:  (1)To each Holder of a Series 2011-1 Note on the immediately preceding Record Date, on a pro rata basis an amount equal to its Series 2011-1 Note Interest Payment (exclusive of Default Fees) then due and payable for such Payment Date to the Holders of the Series 2011-1 Notes;  (2)To each Holder of a Series 2011-1 Note on the immediately preceding Record Date on a pro rata basis, an amount equal to the Aggregate Series 2011-1 Note Principal Balance until the Aggregate Series 2011-1 Note Principal Balance has been reduced to zero;  13


(3)To each Holder of a Series 2011-1 Note on the immediately preceding Record Date, pro rata (based on respective amounts due), an amount equal to all Default Fees then due and payable by the Issuer to the Series 2011-1 Noteholders pursuant to the Series 2011-1 Transaction Documents; and  (4)After application of the amounts required to be paid pursuant to Section 302 of the Indenture, to the Issuer or its assigns, any remaining amounts then on deposit in the Series 2011-1 Series Account.  Any amounts payable to a Series 2011-1 Noteholder pursuant to this Section 303 shall be made by wire transfer of immediately available funds to the account that such Series 2011-1 Noteholder has designated to the Indenture Trustee in writing at least five Business Days prior to the applicable Payment Date.  Any amounts payable by the Issuer hereunder are contingent upon the availability of funds to make such payment in accordance with the provisions of this Section 303 and, to the extent such funds are not available, shall not constitute a Claim (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings involving the Issuer in the event that such amounts are not paid in accordance with Section 303 of this Supplement.  ARTICLE IV  [Reserved]  ARTICLE V  Conditions to Issuance  Section 501.Conditions to Issuance.  The Indenture Trustee shall not authenticate the Series 2011-1 Notes unless (i) all conditions to the issuance of the Series 2011-1 Notes under the Series 2011-1 Note Purchase Agreement shall have been satisfied, and (ii) the Issuer shall have delivered a certificate to the Indenture Trustee to the effect that all conditions set forth in the Series 2011-1 Note Purchase Agreement shall have been satisfied.  ARTICLE VI  Representations and Warranties  To induce the Series 2011-1 Noteholders to purchase the Series 2011-1 Notes hereunder, the Issuer hereby represents and warrants as of the 2011-1 Closing Date to the Indenture Trustee for the benefit of the Series 2011-1 Noteholders that:  Section 601.Existence.  The Issuer is a limited liability company duly organized, validly existing and in compliance under the laws of Delaware.  The Issuer is in good standing and is duly qualified to do business in each jurisdiction where the failure to do so would reasonably be expected to have a material adverse effect upon the Issuer, and has all licenses, permits, charters and registrations the failure to hold which would reasonably be expected to have a material adverse effect on the Issuer.  14


Section 602.Authorization.  The Issuer has the power and is duly authorized to execute and deliver this Supplement and the other Series 2011-1 Transaction Documents to which it is a party; the Issuer is and will continue to be duly authorized to borrow monies hereunder and under the Indenture; and the Issuer is and will continue to be authorized to perform its obligations under the Indenture, this Supplement and the other Series 2011-1 Transaction Documents.  The execution, delivery and performance by the Issuer of this Supplement and the other Series 2011-1 Transaction Documents to which it is a party and the borrowings hereunder do not and will not require any consent or approval of any Governmental Authority, stockholder or any other Person which has not already been obtained.  Section 603.No Conflict; Legal Compliance.  The execution, delivery and performance of this Supplement and each of the other Series 2011-1 Transaction Documents and the execution, delivery and payment of the Series 2011-1 Notes will not: (a) contravene any provision of the Issuers charter documents, by-laws or other organizational documents; (b) contravene, conflict with or violate any Applicable Law or regulation, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority; or (c) violate or result in the breach of, or constitute a default under the Indenture, this Supplement, the other Series 2011-1 Transaction Documents, any other indenture or other loan or credit agreement, or other agreement or instrument to which the Issuer is a party or by which the Issuer, or its property and assets may be bound or affected.  The Issuer is not in violation or breach of or default under any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any contract, agreement, lease, license, indenture or other instrument to which it is a party, in each case, in a manner that would reasonably be expected to result in a Material Adverse Change.  Section 604.Validity and Binding Effect.  This Supplement is, and each Series 2011-1 Transaction Document to which the Issuer is a party, when duly executed and delivered, will be, the legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors rights or by general principles of equity limiting the availability of equitable remedies.  Section 605.Financial Conditions. Since December 31, 2009, there has been no Material Adverse Change in the financial condition of the Issuer.  Section 606.Place of Business.  The Issuers only place of business (within the meaning of Section 9-307 of the UCC) is located at its address determined in accordance with Section 1307 of the Indenture.  Section 607.No Agreements or Contracts.  The Issuer is not now and has not been a party to any contract or agreement (whether written or oral) other than the Series 2011-1 Transaction Documents and the Transaction Documents (as defined in the Indenture).  Section 608.Consents and Approvals.  No approval, authorization or consent of any trustee or holder of any Indebtedness or obligation of the Issuer or of any other Person under any agreement, contract, lease or license or similar document or instrument to which the Issuer is a party or by which the Issuer is bound, is required to be obtained by the Issuer in order to make  15


or consummate the transactions contemplated under the Series 2011-1 Transaction Documents, except for those approvals, authorizations and consents that have been obtained on or prior to the 2011-1 Closing Date or which the failure to obtain would not reasonably be expected to result in a Material Adverse Change.  All consents and approvals of, filings and registrations with, and other actions in respect of, all Governmental Authorities required to be obtained by the Issuer in order to make or consummate the transactions contemplated under the Series 2011-1 Transaction Documents have been, or prior to the time when required will have been, obtained, given, filed or taken and are or will be in full force and effect other than any such consents, approvals, filings or registrations the failure to so obtain or make would not reasonably be expected to result in a Material Adverse Change.  Section 609.Margin Regulations.  The Issuer does not own any margin security, as that term is defined in Regulation U of the Federal Reserve Board, and the proceeds of the Series 2011-1 Notes issued under this Supplement will be used only for the purposes contemplated hereunder. None of such proceeds will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the loans under this Supplement to be considered a purpose credit within the meaning of Regulations T, U and X.  The Issuer will not take or permit any agent acting on its behalf to take any action which might cause this Supplement or any document or instrument delivered by the Issuer pursuant hereto to violate any regulation of the Federal Reserve Board.  Section 610.Taxes.  All federal, state, local and foreign tax returns, reports and statements required to be filed by the Issuer have been filed with the appropriate Governmental Authorities, and all taxes and other impositions shown thereon to be due and payable by the Issuer have been paid prior to the date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof, or any such fine, penalty, interest, late charge or loss has been paid, or the Issuer is contesting its liability therefor in good faith and has fully reserved all such amounts according to GAAP in the financial statements provided pursuant to Section 626 of the Indenture.  The Issuer has paid when due and payable all material charges upon the books of the Issuer and no Governmental Authority has asserted any Lien against the Issuer with respect to unpaid taxes. Proper and accurate amounts have been withheld by the Issuer from its employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law and such withholdings have been timely paid to the respective Governmental Authorities.  Section 611.Other Regulations.  The Issuer is not an investment company, or an affiliated person of, or a promoter or principal underwriter for, an investment company, as such terms are defined in the Investment Company Act of 1940, as amended. The issuance of the Series 2011-1 Notes hereunder and the application of the proceeds and repayment thereof by the Issuer and the performance of the transactions contemplated by the Indenture, this Supplement and the other Series 2011-1 Transaction Documents will not violate any provision of the Investment Company Act, or any rule, regulation or order issued by the Securities and Exchange Commission thereunder.  16


Section 612.Solvency and Separateness.  (i)The capital of the Issuer is adequate for the business and undertakings of the Issuer.  (ii)Other than with respect to the transactions contemplated hereby, and by the other Series 2011-1 Transaction Documents and the Transaction Documents, the Issuer is not engaged in any business transactions with the Manager except as permitted by the Management Agreement or with the Seller except as permitted by the Contribution and Sale Agreement.  (iii)At all times, at least one (1) member of the board of directors of the Issuer shall qualify as an Independent Manager (as defined in the Issuers limited liability company agreement).  (iv)The Issuers funds and assets are not, and will not be, commingled with those of the Manager, except as permitted by the Management Agreement.  (v)The Issuer shall maintain (A) correct and complete books and records of account, and (B) minutes of the meetings and other proceedings of its board of managers.  (vi)The Issuer is not insolvent under the Insolvency Law and will not be rendered insolvent by the transactions contemplated by the Series 2011-1 Transaction Documents and after giving effect to such transactions, the Issuer will not be left with an unreasonably small amount of capital with which to engage in its business nor will the Issuer have intended to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature.  The Issuer does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation Proceedings or the appointment of a receiver, liquidator, trustee or similar official in respect of the Issuer or any of its assets.  Section 613.Survival of Representations and Warranties.  So long as any of the Series 2011-1 Notes shall be Outstanding and until payment and performance in full of the Outstanding Obligations, the representations and warranties contained herein shall have a continuing effect as having been true when made.  Section 614.No Default.  No Event of Default or Early Amortization Event has occurred and is continuing.  No event or condition that with notice or the passage of time (or both) could reasonably be expected to constitute an Event of Default or Early Amortization Event has occurred or is continuing.  Section 615.Litigation and Contingent Liabilities.  No claims, litigation, arbitration proceedings or governmental proceedings by any Governmental Authority are pending or threatened against or are affecting the Issuer the results of which will materially and adversely interfere with the consummation of any of the transactions contemplated by the Indenture, this Supplement or any document issued or delivered in connection therewith or herewith.  17


Section 616.           Title; Liens.  The Issuer has good, legal and marketable title to each of its respective assets, and none of such assets is subject to any Lien, except for Permitted Encumbrances and the Liens created or permitted pursuant to the Indenture.  Section 617.           Subsidiaries.  The Issuer has no subsidiaries.  Section 618.           No Partnership.  The Issuer is not a partner or joint venturer in any partnership or joint venture.  Section 619.           Pension and Welfare Plans.  During the twelve-consecutive-month period prior to the date of the execution and delivery of this Supplement, no steps have been taken to terminate any Plan, and no contribution failure has occurred with respect to any Plan, sufficient to give rise to a lien under section 302(f) of ERISA.  No condition exists or event or transaction, has occurred with respect to any Plan which could result in the Issuer or any ERISA Affiliate of the Issuer incurring any material liability, fine or penalty.  As of the 2011-1 Closing Date, the Issuer is not a Benefit Plan or any other plan that is subject to a law that is similar to Title I of ERISA or Section 4975 of the Code.  Section 620.           Ownership of the Issuer.  On the 2011-1 Closing Date, all of the issued and outstanding membership interests of the Issuer are owned by TAL.  Section 621.           Security Interest Representations.  (a)           This Supplement and the Indenture create a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, for the benefit of the Noteholders and any Hedge Counterparty, which security interest is prior to all other Liens (other than Permitted Encumbrances), and is enforceable as such as against creditors of and purchasers from the Issuer.  (b)           The Containers constitute goods within the meaning of the applicable UCC.  The Leases constitute tangible chattel paper within the meaning of the UCC.  The lease receivables constitute accounts or proceeds of the Leases within the meaning of the UCC.  The Trust Account, the Restricted Cash Account and any Series Accounts constitute securities accounts within the meaning of the UCC.  The Issuers contractual rights under any Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute general intangibles within the meaning of the UCC.  (c)           The Issuer owns and has good and marketable title to the Collateral, free and clear of any Lien (whether senior, junior or pari passu), claim or encumbrance of any Person, except for Permitted Encumbrances.  (d)           The Issuer has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Indenture Trustee in this Supplement and the Indenture and such security interest constitutes a perfected security interest in favor of the Indenture Trustee.  All financing statements filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral contain  18


a statement to the following effect: A purchase or acquisition of a security interest in any collateral described in this financing statement will violate the rights of the Secured Party.  (e)           Other than the security interest granted to the Indenture Trustee pursuant to this Supplement and the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted pursuant to the Indenture.  The Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in this Supplement or the Indenture or (ii) that has been terminated.  The Issuer has no actual knowledge of any judgment or tax lien filings against the Issuer.  (f)            Pursuant to Section 3.3.5 of the Management Agreement, the Manager has acknowledged that it is holding the Leases, to the extent they relate to the Managed Containers, on behalf of, and for the benefit of, the Indenture Trustee.  None of the Leases that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person.  The Seller has caused the filing of all appropriate financing statements or documents of similar import in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the ownership interest of the Issuer (and the Indenture Trustee as its assignee) in the Leases (to the extent that such Leases relate to the Managed Containers) arising under the Contribution and Sale Agreement.  (g)           The Issuer has received all necessary consents and approvals required by the terms of the Collateral to the pledge to the Indenture Trustee of its interest and rights in such Collateral hereunder or under the Indenture.  (h)           Wells Fargo Bank, National Association (in its capacity as securities intermediary) has identified in its records the Indenture Trustee as the Person having a Security Entitlement in each of the Trust Account, the Restricted Cash Account and any Series Accounts.  (i)            The Trust Account, the Restricted Cash Account and any Series Accounts are not in the name of any Person other than the Issuer.  The Issuer has not consented for Wells Fargo Bank, National Association (as the securities intermediary of the Trust Account, the Restricted Cash Account and any Series Accounts) to comply with Entitlement Orders of any Person other than the Indenture Trustee.  (j)            No creditor of the Issuer (other than (x) with respect to the Managed Containers, the related lessee and (y) the Manager in its capacity as Manager under the Management Agreement) has in its possession any goods that constitute or evidence the Collateral, other than for purposes of repair, refurbishment, painting, positioning, storage and other similar matters with respect to Managed Containers.  The representations and warranties set forth in this Section 621 shall survive until this Supplement is terminated in accordance with its terms and the terms of the Indenture.  Any breaches of the representations and warranties set forth in this Section 621 may be waived by the Indenture Trustee, only with the prior written consent of the Control Party and with the prior written notice to the Rating Agency.  19


ARTICLE VII  Miscellaneous Provisions  Section 701.           Ratification of Indenture.  As supplemented by this Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Supplement shall be read, taken and construed as one and the same instrument.  Section 702.           Counterparts.  This Supplement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart of this Supplement by facsimile or by electronic means shall be equally effective as of the delivery of an originally executed counterpart.  Section 703.           Governing Law.  THIS SUPPLEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW, AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF  NEW YORK.  Section 704.           Notices to the Rating Agency.  Whenever any notice or other communication is required to be given to the Rating Agency pursuant to the Indenture or this Supplement, such notice or communication shall be delivered to S&P at Standard & Poors Ratings Services, 55 Water Street, 41stFloor, New York, New York 10041, Attention:  Asset-Backed Surveillance Group - phone: (212/438-2435), fax: (212/438-2664).  Any rights to notices conveyed to the Rating Agency pursuant to the terms of this Supplement shall terminate immediately if the Rating Agency no longer has a rating outstanding with respect to the Series 2011-1 Notes.  Section 705.           Amendments and Modifications.  (a) The terms of this Supplement may be waived, modified or amended only in a written instrument signed by (A) each of the Issuer, the Control Party and the Indenture Trustee and (B) (i) except with respect to the matters set forth in Section 1002(a) of the Indenture, the prior written consent of the Majority of Holders and (ii) if required pursuant to Section 304(g) hereof or pursuant to Section 1001 or 1002(a) of the Indenture and each affected Series 2011-1 Noteholder.  For the purposes of clause (B) of the preceding sentence, any amendment to or modification or waiver of this Supplement shall be deemed a Supplemental Indenture subject to Sections 1001 or 1002 of the Indenture.  Prior to the execution of any written instrument pursuant to this Section, the Issuer shall provide a written notice to the Rating Agency setting forth in general terms the substance of any such written instrument.  (b)           Promptly after the execution by the Issuer and the Indenture Trustee of any written instrument pursuant to this Section, the Indenture Trustee shall mail to the Noteholders, the Rating Agency, the Series 2011-1 Noteholders and each Hedge Counterparty a  20


copy of the text of such written instrument. Any failure of the Indenture Trustee to mail such copy, or any defect therein, shall not, however, in any way impair or affect the validity of any such written instrument.  Section 706.           Consent to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING TO THIS SUPPLEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF ENFORCING THIS SUPPLEMENT, EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.  Section 707.           Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTIES HERETO, ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION OR PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS SUPPLEMENT OR ANY OTHER SERIES 2011-1 TRANSACTION DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.  Section 708.           No Petition.  The Indenture Trustee, on its own behalf, hereby covenants and agrees, and each Noteholder by its acquisition of a Series 2011-1 Note shall be deemed to covenant and agree, that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any Insolvency Law or any other federal or state bankruptcy or similar law, at any time other than on a date which is at least one year and one day after the last date on which any Series 2011-1 Note is Outstanding.  The provisions of this Section 708 shall survive the repayment of the Notes and any termination of this Supplement.  [Signature page follows.]  21


IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Supplement to be duly executed and delivered all as of the day and year first above written.  TAL   ADVANTAGE IV LLC, as IssuerBy:
TAL   International Container Corporation, its ManagerBy:Name:Title:  Series 2011-1 Supplement


WELLS   FARGO BANK, NATIONAL ASSOCIATION, not individually but solely as Indenture   TrusteeBy:Name:Title:  Series 2011-1 Supplement


SCHEDULE 1  [See Attached]


Minimum Targeted Principal Balance by Period  Period

Date

Minimum   Targeted   Principal   Balance0

Jan-2011

$
174,000,0001

Feb-2011

173,033,3332

Mar-2011

172,066,6673

Apr-2011

171,100,0004

May-2011

170,133,3335

Jun-2011

169,166,6676

Jul-2011

168,200,0007

Aug-2011

167,233,3338

Sep-2011

166,266,6679

Oct-2011

165,300,00010

Nov-2011

164,333,33311

Dec-2011

163,366,66712

Jan-2012

162,400,00013

Feb-2012

161,433,33314

Mar-2012

160,466,66715

Apr-2012

159,500,00016

May-2012

158,533,33317

Jun-2012

157,566,66718

Jul-2012

156,600,00019

Aug-2012

155,633,33320

Sep-2012

154,666,66721

Oct-2012

153,700,00022

Nov-2012

152,733,33323

Dec-2012

151,766,66724

Jan-2013

150,800,00025

Feb-2013

149,833,33326

Mar-2013

148,866,66727

Apr-2013

147,900,00028

May-2013

146,933,33329

Jun-2013

145,966,66730

Jul-2013

145,000,00031

Aug-2013

144,033,33332

Sep-2013

143,066,66733

Oct-2013

142,100,00034

Nov-2013

141,133,33335

Dec-2013

140,166,66736

Jan-2014

139,200,00037

Feb-2014

138,233,33338

Mar-2014

137,266,66739

Apr-2014

136,300,00040

May-2014

135,333,33341

Jun-2014

134,366,66742

Jul-2014

133,400,00043

Aug-2014

132,433,33344

Sep-2014

131,466,66745

Oct-2014

130,500,00046

Nov-2014

129,533,33347

Dec-2014

128,566,66748

Jan-2015

127,600,00049

Feb-2015

126,633,33350

Mar-2015

125,666,66751

Apr-2015

124,700,00052

May-2015

123,733,33353

Jun-2015

122,766,66754

Jul-2015

121,800,00055

Aug-2015

120,833,33356

Sep-2015

119,866,66757

Oct-2015

118,900,00058

Nov-2015

117,933,33359

Dec-2015

116,966,66760

Jan-2016

116,000,00061

Feb-2016


115,033,33362

Mar-2016

114,066,66763

Apr-2016

113,100,00064

May-2016

112,133,33365

Jun-2016

111,166,66766

Jul-2016

110,200,00067

Aug-2016

109,233,33368

Sep-2016

108,266,66769

Oct-2016

107,300,00070

Nov-2016

106,333,33371

Dec-2016

105,366,66772

Jan-2017

104,400,00073

Feb-2017

103,433,33374

Mar-2017

102,466,66775

Apr-2017

101,500,00076

May-2017

100,533,33377

Jun-2017

99,566,66778

Jul-2017

98,600,00079

Aug-2017

97,633,33380

Sep-2017

96,666,66781

Oct-2017

95,700,00082

Nov-2017

94,733,33383

Dec-2017

93,766,66784

Jan-2018

92,800,00085

Feb-2018

91,833,33386

Mar-2018

90,866,66787

Apr-2018

89,900,00088

May-2018

88,933,33389

Jun-2018

87,966,66790

Jul-2018

87,000,00091

Aug-2018

86,033,33392

Sep-2018

85,066,66793

Oct-2018

84,100,00094

Nov-2018

83,133,33395

Dec-2018

82,166,66796

Jan-2019

81,200,00097

Feb-2019

80,233,33398

Mar-2019

79,266,66799

Apr-2019

78,300,000100

May-2019

77,333,333101

Jun-2019

76,366,667102

Jul-2019

75,400,000103

Aug-2019

74,433,333104

Sep-2019

73,466,667105

Oct-2019

72,500,000106

Nov-2019

71,533,333107

Dec-2019

70,566,667108

Jan-2020

69,600,000109

Feb-2020

68,633,333110

Mar-2020

67,666,667111

Apr-2020

66,700,000112

May-2020

65,733,333113

Jun-2020

64,766,667114

Jul-2020

63,800,000115

Aug-2020

62,833,333116

Sep-2020

61,866,667117

Oct-2020

60,900,000118

Nov-2020

59,933,333119

Dec-2020

58,966,667120

Jan-2021

58,000,000121

Feb-2021


57,033,333122

Mar-2021

56,066,667123

Apr-2021

55,100,000124

May-2021

54,133,333125

Jun-2021

53,166,667126

Jul-2021

52,200,000127

Aug-2021

51,233,333128

Sep-2021

50,266,667129

Oct-2021

49,300,000130

Nov-2021

48,333,333131

Dec-2021

47,366,667132

Jan-2022

46,400,000133

Feb-2022

45,433,333134

Mar-2022

44,466,667135

Apr-2022

43,500,000136

May-2022

42,533,333137

Jun-2022

41,566,667138

Jul-2022

40,600,000139

Aug-2022

39,633,333140

Sep-2022

38,666,667141

Oct-2022

37,700,000142

Nov-2022

36,733,333143

Dec-2022

35,766,667144

Jan-2023

34,800,000145

Feb-2023

33,833,333146

Mar-2023

32,866,667147

Apr-2023

31,900,000148

May-2023

30,933,333149

Jun-2023

29,966,667150

Jul-2023

29,000,000151

Aug-2023

28,033,333152

Sep-2023

27,066,667153

Oct-2023

26,100,000154

Nov-2023

25,133,333155

Dec-2023

24,166,667156

Jan-2024

23,200,000157

Feb-2024

22,233,333158

Mar-2024

21,266,667159

Apr-2024

20,300,000160

May-2024

19,333,333161

Jun-2024

18,366,667162

Jul-2024

17,400,000163

Aug-2024

16,433,333164

Sep-2024

15,466,667165

Oct-2024

14,500,000166

Nov-2024

13,533,333167

Dec-2024

12,566,667168

Jan-2025

11,600,000169

Feb-2025

10,633,333170

Mar-2025

9,666,667171

Apr-2025

8,700,000172

May-2025

7,733,333173

Jun-2025

6,766,667174

Jul-2025

5,800,000175

Aug-2025

4,833,333176

Sep-2025

3,866,667177

Oct-2025

2,900,000178

Nov-2025

1,933,333179

Dec-2025

966,667180

Jan-2026




Scheduled Targeted Principal Balance by Period  Period

Date

Scheduled   Targeted   Principal   Balance0

Jan-2011

$
174,000,0001

Feb-2011

172,550,0002

Mar-2011

171,100,0003

Apr-2011

169,650,0004

May-2011

168,200,0005

Jun-2011

166,750,0006

Jul-2011

165,300,0007

Aug-2011

163,850,0008

Sep-2011

162,400,0009

Oct-2011

160,950,00010

Nov-2011

159,500,00011

Dec-2011

158,050,00012

Jan-2012

156,600,00013

Feb-2012

155,150,00014

Mar-2012

153,700,00015

Apr-2012

152,250,00016

May-2012

150,800,00017

Jun-2012

149,350,00018

Jul-2012

147,900,00019

Aug-2012

146,450,00020

Sep-2012

145,000,00021

Oct-2012

143,550,00022

Nov-2012

142,100,00023

Dec-2012

140,650,00024

Jan-2013

139,200,00025

Feb-2013

137,750,00026

Mar-2013

136,300,00027

Apr-2013

134,850,00028

May-2013

133,400,00029

Jun-2013

131,950,00030

Jul-2013

130,500,00031

Aug-2013

129,050,00032

Sep-2013

127,600,00033

Oct-2013

126,150,00034

Nov-2013

124,700,00035

Dec-2013

123,250,00036

Jan-2014

121,800,00037

Feb-2014

120,350,00038

Mar-2014

118,900,00039

Apr-2014

117,450,00040

May-2014

116,000,00041

Jun-2014


114,550,00042

Jul-2014

113,100,00043

Aug-2014

111,650,00044

Sep-2014

110,200,00045

Oct-2014

108,750,00046

Nov-2014

107,300,00047

Dec-2014

105,850,00048

Jan-2015

104,400,00049

Feb-2015

102,950,00050

Mar-2015

101,500,00051

Apr-2015

100,050,00052

May-2015

98,600,00053

Jun-2015

97,150,00054

Jul-2015

95,700,00055

Aug-2015

94,250,00056

Sep-2015

92,800,00057

Oct-2015

91,350,00058

Nov-2015

89,900,00059

Dec-2015

88,450,00060

Jan-2016

87,000,00061

Feb-2016

85,550,00062

Mar-2016

84,100,00063

Apr-2016

82,650,00064

May-2016

81,200,00065

Jun-2016

79,750,00066

Jul-2016

78,300,00067

Aug-2016

76,850,00068

Sep-2016

75,400,00069

Oct-2016

73,950,00070

Nov-2016

72,500,00071

Dec-2016

71,050,00072

Jan-2017

69,600,00073

Feb-2017

68,150,00074

Mar-2017

66,700,00075

Apr-2017

65,250,00076

May-2017

63,800,00077

Jun-2017

62,350,00078

Jul-2017

60,900,00079

Aug-2017

59,450,00080

Sep-2017

58,000,00081

Oct-2017


56,550,00082

Nov-2017

55,100,00083

Dec-2017

53,650,00084

Jan-2018

52,200,00085

Feb-2018

50,750,00086

Mar-2018

49,300,00087

Apr-2018

47,850,00088

May-2018

46,400,00089

Jun-2018

44,950,00090

Jul-2018

43,500,00091

Aug-2018

42,050,00092

Sep-2018

40,600,00093

Oct-2018

39,150,00094

Nov-2018

37,700,00095

Dec-2018

36,250,00096

Jan-2019

34,800,00097

Feb-2019

33,350,00098

Mar-2019

31,900,00099

Apr-2019

30,450,000100

May-2019

29,000,000101

Jun-2019

27,550,000102

Jul-2019

26,100,000103

Aug-2019

24,650,000104

Sep-2019

23,200,000105

Oct-2019

21,750,000106

Nov-2019

20,300,000107

Dec-2019

18,850,000108

Jan-2020

17,400,000109

Feb-2020

15,950,000110

Mar-2020

14,500,000111

Apr-2020

13,050,000112

May-2020

11,600,000113

Jun-2020

10,150,000114

Jul-2020

8,700,000115

Aug-2020

7,250,000116

Sep-2020

5,800,000117

Oct-2020

4,350,000118

Nov-2020

2,900,000119

Dec-2020

1,450,000120

Jan-2021

