Exhibit 4.55  AMENDMENT NO. 5 TO SERIES 2009-1 SUPPLEMENT  THIS
AMENDMENT NO. 5, dated as of July 16, 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).  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.Amendment to
Agreement.  On the
Effective Date (as defined in Section 4(b) of this Amendment), Section 205(d) of
the Agreement is hereby amended and restated as follows:  (d)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.


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
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.  (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.  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]  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 5 to Series 2009-1
Supplement


WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as Indenture TrusteeBy:Name:Title:  Amendment 5 to Series 2009-1
Supplement