Exhibit 4.56  AMENDMENT 6 TO SERIES 2009-1 NOTE PURCHASE AGREEMENT  THIS AMENDMENT 6, dated as
of July 16, 2010 (the Amendment), 
is to the Series 2009-1 Note Purchase Agreement, dated as of October 23,
2009 (as amended, supplemented and otherwise modified from time to time in
accordance with its terms, the Agreement), among TAL ADVANTAGE III
LLC, a limited liability company organized under the laws of the State of
Delaware (the Issuer), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a
Purchaser (WFBNA), ABN AMRO BANK N.V. (f/k/a FORTIS BANK (NEDERLAND)
N.V.), as a Purchaser, DVB BANK S.E., as a Purchaser, and SUNTRUST BANK, N.A.
and THREE PILLARS FUNDING, LLC, jointly as a Purchaser.  W
I T N E S S E T H:  WHEREAS, the parties have
previously entered into the Agreement;  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:  1.Defined Terms.  Unless otherwise amended by the terms of this
Amendment, terms used in this Amendment shall have the meanings assigned in the
Agreement.  2.Amendments to the Agreement.  On the Effective Date (as defined in Section 4(a) of
this Amendment),  (a)Section 2.3(c) of
the Agreement is hereby amended to read as follows:  (c)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 two (2) occasions
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 Seventy-Five Million Dollars ($75,000,000) (such
that, after giving effect thereto, the aggregate Series 2009-1 Note
Existing Commitments shall equal an amount of up to Four Hundred Million
Dollars ($400,000,000)), 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
addition, as a result of the issuance by an Affiliate of the Issuer of a series
of term notes pursuant to a funding program similar to that contained in the
Transaction Documents, which was effective as of June 28, 2010, the Series 2009-1
Existing Commitment of WFBNA is hereby reduced to an amount equal to One
Hundred Fifty Million Dollars ($150,000,000). 
Such reduction in the WFBNA commitment and outstandings shall be
accomplished via a funding on July 20, 2010 by each Purchaser (other than
WFBNA) to WFBNA (to an account designated by WFBNA) in an amount such that the
aggregate outstanding Series 2009-1 Advances for each Purchaser (after
giving effect to such Series 2009-1 Advances) shall be an amount equal to
the product of (i) its Percentage (calculated based on an aggregate
Purchase Limit of Three Hundred Twenty Five Million Dollars ($325,000,000)) and
(ii) the then Aggregate Series 2009-1 Principal Balance.


(b)The Agreement is hereby
amended by amending and restating Schedule 2 to the Agreement in the
form attached as Schedule 2 hereto.  (c)Each of the undersigned
Purchasers, as Series 2009-1 Noteholders constituting the Requisite Global
Majority, hereby consents to (x) Amendment 5 to the Series 2009-1
Supplement, dated as of July 16, 2010, between the Issuer and the
Indenture Trustee, (y) Amendment 2 to the Indenture, dated as of July 16,
2010, between the Issuer and the Indenture Trustee, and (z) Amendment 1 to
the Management Agreement, dated as of July 16, 2010, between the Issuer
and the Manager.  3.Representations, Warranties
and Covenants of the Issuer.  The Issuer hereby represents, warrants and
covenants for itself (unless otherwise provided):  (i)It is duly organized and
validly existing under the laws of the jurisdiction of its organization and in
good standing and duly qualified to do business in each jurisdiction where the
failure to do so would have a material adverse effect upon its financial
condition and business;  (ii)It has power, and is duly
authorized, to execute and deliver this Amendment, and it is authorized to
perform its obligations under this Amendment;  (iii)The execution, delivery and
performance of this Amendment does not and will not require any consent or
approval of any Governmental Authority, manager or any other Person which is
not being obtained herein;  (iv)This Amendment, when duly
executed and delivered by the parties hereto, shall be legal, valid and binding
obligation of Issuer, enforceable against Issuer in accordance with the terms
set forth herein;  (v)No Early Amortization Event,
Event of Default or Manager Default or event which, with notice or lapse of
time or both, would constitute an Early Amortization Event, Event of Default or
Manager Default has occurred and is continuing, and no Early Amortization
Event, Event of Default or Manager Default shall occur as a result of the
execution, delivery and performance of this Amendment; and  (vi)Each of the conditions
precedent necessary to amend the Agreement as set forth herein have been, or
contemporaneously with the execution of this Amendment will be, satisfied.  4.Scope and Effectiveness of
Amendment.  (a)This Amendment and the
agreements set forth herein shall be effective upon execution and delivery
hereof (the Effective Date) and shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.  (b)On and after the execution
and delivery hereof, (i) this Amendment shall become a part of the
Agreement and (ii) each reference in the Agreement to this Agreement, or
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.  2


(c)Except as expressly amended
or modified hereby, the Agreement shall remain in full force and effect and is
hereby ratified and confirmed by the parties hereto.  (d)Each party hereto agrees and
acknowledges that this Amendment constitutes a Transaction Document under the
Indenture.  5.Entire Agreement.  This Amendment represents the entire
agreement between the parties with respect to the subject matter hereof.  6.Execution in Counterparts.  This Amendment may be executed in two or more
counterparts, and by different parties on separate counterparts (including by
PDF file), each of which shall be an original, but all of which shall
constitute one and the same instrument.  7.Governing Law.  THIS
AMENDMENT SHALL BE CONSTRUED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAWS, THAT WOULD RESULT IN APPLICATION OF LAWS OTHER
THAN THE STATE NEW YORK, AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE
PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.  [Signature Pages Follow]  3


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed by their
respective officers as of the day and year first above written.  THE ISSUER:
  TAL ADVANTAGE III LLCBy:
  TAL International Container Corporation, its managerBy:Name:Title:  Amendment 6 to Series 2009-1 Note Purchase Agreement


A PURCHASER:
  WELLS FARGO BANK, NATIONAL ASSOCIATIONByName:Title:  Amendment 6 to Series 2009-1
Note Purchase Agreement


A PURCHASER:
  ABN AMRO BANK N.V.ByName:Title:ByName:Title:  Amendment 6 to Series 2009-1
Note Purchase Agreement


A PURCHASER:
  DVB BANK S.E.ByName:Title:ByName:Title:  Amendment 6 to Series 2009-1
Note Purchase Agreement


A PURCHASER:
  THREE PILLARS FUNDING, LLCByName:Title:SUNTRUST BANK, N.A.ByName:Title:  Amendment 6 to Series 2009-1
Note Purchase Agreement


SCHEDULE 2  PURCHASE LIMITS  Purchaser
  
  Purchase LimitWells Fargo Bank, National Association
  
  $
  150,000,000ABN AMRO Bank N.V. (f/k/a Fortis Bank (Nederland)
  N.V.)
  
  50,000,000DVB Bank S.E.
  
  50,000,000Three Pillars Funding LLC / Sun Trust Bank(1)
  
  75,000,000
  
 (1)  This
Purchase Limit is measured on a consolidated basis for Three Pillars Funding
LLC and SunTrust Bank.