Exhibit 4.46  AMENDMENT NO. 2 TO INDENTURE  THIS
AMENDMENT NO. 2, dated as of June 21, 2010 (the Amendment), to
the Indenture (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 the Requisite Global Majority.  WITNESSETH:  WHEREAS,
the Issuer and the Indenture Trustee have previously entered into the
Indenture, dated as of October 23, 2009 (as amended, supplemented and
otherwise modified from time to time, the Indenture); and  WHEREAS,
the parties hereto desire to amend the Indenture 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 Indenture.  SECTION 2.Amendment to
Indenture.  The
Indenture is hereby amended as follows:  (1)The following
defined term is added to Appendix A in the appropriate alphabetical order:  Restricted Cash Effective Date: 
The Closing Date.  (2)The words 2:00 p.m.
(New York City time) in the second and third lines of Section 205(d) of
the Indenture are changed to 11:00 a.m. (New York City time).  SECTION 3.Representations
and Warranties.  The Issuer
hereby confirms that each of the representations and warranties set forth in Article VI
of the Indenture 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 Indenture, 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 Indenture, and (ii) each reference in the Indenture
to this Agreement and hereof, hereunder or words of like import, and each
reference in any other document to the Indenture shall mean and be a reference
to the Indenture as amended or modified hereby.  (d)Each party
hereto agrees and acknowledges that this Amendment constitutes a Transaction
Document under the Indenture.  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 Series 2009-1
Noteholders, and be deemed an original and all of which shall constitute
together but one and the same agreement.  SECTION 6.Governing Law.  THIS AMENDMENT 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]  2


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 2 to Indenture


WELLS
  FARGO BANK, NATIONAL ASSOCIATION,
  as indenture trusteeBy:Name:Title:  Amendment 2 to Indenture


WELLS
  FARGO BANK, NATIONAL ASSOCIATION,
  as a Series 2009-1 NoteholderBy:Name:Title:  Amendment 2 to Indenture


DVB
  BANK S.E., as a Series 2009-1 NoteholderBy:Name:Title:  Amendment 2 to Indenture


FORTIS
  BANK (NEDERLAND) N.V.,as
  a Series 2009-1 NoteholderBy:Name:Title:  Amendment 2 to Indenture