Exhibit 4.44  AMENDMENT NO. 4 TO SERIES 2009-1 SUPPLEMENT  THIS
AMENDMENT NO. 4, dated as of June 21, 2010 (the Amendment), to the
Agreement (as defined below), is entered into by TAL Advantage III LLC, a
Delaware limited liability company (the Issuer), Wells Fargo Bank,
National Association, as indenture trustee (the Indenture Trustee),
and consented to by Wells Fargo Bank, National Association, as Control Party
for Series 2009-1 (WFBNA).  WITNESSETH:  WHEREAS,
the Issuer and the Indenture Trustee have previously entered into the Series
2009-1 Supplement, dated as of October 23, 2009 (as amended, supplemented and
otherwise modified from time to time, the Agreement); and  WHEREAS,
the parties hereto desire to amend the Agreement as set forth herein;  NOW
THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto agree as follows:  SECTION 1.               Defined
Terms.  Unless otherwise amended by
the terms of this Amendment, capitalized terms used in this Amendment shall
have the meanings assigned in the Agreement.  SECTION 2.               Amendments
to Agreement.  (a)                               The
second sentence of Section 201 of the Supplement is hereby amended to read as
follows:  The Series 2009-1 Notes will be issued in the aggregate maximum
principal balance not to exceed Four Hundred Million Dollars ($400,000,000).  (b)                               Section
205(d) of the Agreement is hereby amended and restated as follows:  (d)         On June 21, 2010, an additional Series
2009-1 Noteholder (the June Noteholder) shall become a party to the Series
2009-1 Supplement with an initial Series 2009-1 Note Existing Commitment of
Seventy Five Million Dollars ($75,000,000). 
Such increase in the aggregate Series 2009-1 Note Existing Commitment
will be accomplished without any assignment or adjustment of the Series 2009-1
Note Existing Commitment of any other Series 2009-1 Noteholder as of such
date.  In addition, the Issuer may, by
means of a letter delivered to the Administrative Agent and the Indenture Trustee
(with a copy to each Interest Rate Hedge Counterparty) on not more than one
occasion after June 21, 2010 and prior to April 9, 2011, request that the
aggregate Series 2009-1 Note Existing Commitments be increased by an aggregate
amount not to exceed Thirty Million Dollars ($30,000,000), by issuing
additional Series 2009-1 Notes to one or more commercial banks, finance
companies or other Persons (each an Additional Series 2009-1 Noteholder).  In the event that one or more Additional
Series 2009-1 Noteholders shall subsequently become a party to the Note
Purchase Agreement pursuant to Section 2.3(c)


thereof (but in any event
not including the June Noteholder), then, until a Successful Syndication is
completed, Wells Fargo Bank, National Association, as Series 2009-1 Noteholder
(WFBNA), shall assign to each such Additional Series 2009-1 Noteholder
(i) a portion of the then Series 2009-1 Note Existing Commitment of WFBNA in an
amount equal to the Series 2009-1 Note Existing Commitment of each such
Additional Series 2009-1 Noteholder (and WFBNAs Series 2009-1 Note Existing
Commitment shall concurrently be reduced by a proportionate amount), and (ii) a
proportionate amount of the aggregate Series 2009-1 Principal Balance of the
Series 2009-1 Notes then owned by WFBNA (and WFBNAs Series 2009-1 Principal
Balance shall concurrently be reduced by a payment in such amount from such
Additional Series 2009-1 Noteholder to WFBNA (which payment shall include any
accrued interest thereon)).  In this
regard, a Successful Syndication means the Series 2009-1 Note Existing
Commitment of Wells Fargo Bank, National Association shall be reduced to One
Hundred Fifty Million Dollars ($150,000,000) or less.  In
addition, to the extent that the Issuer issues prior to the occurrence of the
Conversion Date a Series of Term Notes and a Successful Syndication has not
occurred as of such Issuance Date, then the Series 2009-1 Existing Commitment
of WFBNA in accordance with the provisions of the preceding paragraph by an
amount such that, after giving effect to such reduction, the Series 2009-1 Note
Existing Commitment of WFNBA does not exceed One Hundred Fifty Million Dollars
($150,000,000).  (c)           The Issuer hereby ratifies the
effectiveness of all Series 2009-1 Notes that are Outstanding on the date of
this Amendment.  SECTION 3.               Representations
and Warranties.  The Issuer hereby
confirms that each of the representations and warranties set forth in Article
VI of the Agreement is true and correct as of the date first written above with
the same effect as though each had been made as of such date, except to the
extent that any of such representations and warranties expressly relates to
earlier dates.  SECTION 4.               Effectiveness.  (a)           Except as expressly
amended by the terms of this Amendment, all terms and conditions of the
Agreement, as amended, shall remain in full force and effect and are hereby
ratified and confirmed by the parties hereto.  (b)           This Amendment shall
be effective upon execution and delivery hereof and shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.  (c)           After the execution
and delivery hereof by the parties hereto, (i) this Amendment shall be a part
of the Agreement, and (ii) each reference in the Agreement to this Agreement
and hereof, hereunder or words of like import, and each reference in any
other document to the Agreement shall mean and be a reference to the Agreement
as amended or modified hereby.  (d)           Each party hereto
agrees and acknowledges that this Amendment constitutes a Transaction Document
under the Indenture.  2


SECTION 5.               Execution
in Counterparts. This Amendment may be executed by the parties hereto in
several counterparts (which may include facsimile or PDF file), each of which
shall be executed by the Issuer, the Indenture Trustee and the Control Party,
and be deemed an original and all of which shall constitute together but one
and the same agreement.  SECTION 6.               Governing
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW (EXCEPT SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW).  SECTION 7.               Consent
to Jurisdiction.  The parties hereto
hereby irrevocably consent to the personal jurisdiction of the state and
federal courts located in New York County, New York, in any action, claim or
other proceeding arising out of any dispute in connection with this Amendment,
any rights or obligations hereunder, or the performance of such rights and
obligations.  SECTION 8.               Entire
Agreement.  This Amendment
constitutes the entire agreement between the parties hereto pertaining to the
subject matter hereof.  [Signature Pages Follow]  3


IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.  TAL
  ADVANTAGE III LLC, as IssuerBy:Name:Title:  Amendment 4 to Series 2009-1
Supplement


WELLS
  FARGO BANK, NATIONAL ASSOCIATION,
  as Indenture TrusteeBy:Name:Title:  Amendment 4 to Series 2009-1
Supplement


THE
  UNDERSIGNED SERIES 2009-1 NOTEHOLDER HEREBY CONSENTS TO THIS AMENDMENT NO. 4
  
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION,
  as a Series 2009-1 NoteholderBy:Name:Title:  Amendment 4 to Series 2009-1
Supplement


THE
  UNDERSIGNED SERIES 2009-1 NOTEHOLDER HEREBY CONSENTS TO THIS AMENDMENT NO. 4
  
  DVB
  BANK SEBy:Name:Title:By:Name:Title:   Amendment 4 to Series 2009-1
Supplement


THE
  UNDERSIGNED SERIES 2009-1 NOTEHOLDER HEREBY CONSENTS TO THIS AMENDMENT NO. 4
  
  FORTIS
  BANK (NEDERLAND) N.V.By:Name:Title:By:Name:Title:  Amendment 4 to Series 2009-1
Supplement