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Series 2009-1 Indenture Supplement To The Indenture, Dated November 10, 2009

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Sectors: Banking
Governing Law: Delaware, View Delaware State Laws
Effective Date: November 10, 2009
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Exhibit 10.1

EXECUTION COPY


NAVISTAR FINANCIAL DEALER NOTE

MASTER OWNER TRUST

as Issuer

and

THE BANK OF NEW YORK MELLON

as Indenture Trustee

SERIES 2009-1 INDENTURE SUPPLEMENT

dated as of November 10, 2009

to INDENTURE

dated as of June 10, 2004


TABLE OF CONTENTS Page ARTICLE I Definitions and Other Provisions of General Application 1

Section 1.01 Definitions 1 ARTICLE II The Notes 18

Section 2.01 Creation and Designation 18

Section 2.02 Form of Delivery; Depository; Denominations 18

Section 2.03 Delivery and Payment. 18 ARTICLE III Allocations, Deposits and Payments 18

Section 3.01 Series 2009-1 Available Interest Amounts 18

Section 3.02 Series 2009-1 Available Principal Amounts 22

Section 3.03 Reductions and Reinstatements 23

Section 3.04 Payment on the Series 2009-1 Notes 26

Section 3.05 Accumulation Period Length and Accumulation Period Commencement Date 27

Section 3.06 Final Payment of the Series 2009-1 Notes 27

Section 3.07 Netting of Deposits and Payments 27

Section 3.08 Calculation Agent; Determination of LIBOR 27

Section 3.09 Computation of Interest 28

Section 3.10 Accounts 28

Section 3.11 Spread Account 29

Section 3.12 Negative Carry Account 30

Section 3.13 Reports and Statements to Series 2009-1 Noteholders 30 ARTICLE IV MISCELLANEOUS PROVISIONS 31

Section 4.01 Ratification of Indenture 31

Section 4.02 Counterparts 31

Section 4.03 GOVERNING LAW 31

Section 4.04 Limitation of Owner Trustee Liability 31

Section 4.05 Notice to FRBNY 32

Section 4.06 No Registration of the Series 2009-1 Notes under the Securities Act 32

Section 4.07 Consent to Amendments 37


i

EXHIBITS

EXHIBIT A-1 FORM OF SERIES 2009-1 NOTE, CLASS A EXHIBIT A-2 FORM OF SERIES 2009-1 NOTE, CLASS B EXHIBIT A-3 FORM OF SERIES 2009-1 NOTE, CLASS C EXHIBIT B FORM OF MONTHLY SERVICER AND SETTLEMENT CERTIFICATE


ii

This SERIES 2009-1 INDENTURE SUPPLEMENT (this " Indenture Supplement" ), by and between NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST, a statutory trust created under the laws of the State of Delaware (the " Issuer" ), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the " Indenture Trustee" ), is made and entered into as of November 10, 2009.

Pursuant to this Indenture Supplement, the Issuer shall create a new series of Notes and shall specify the principal terms thereof.

ARTICLE I

Definitions and Other Provisions of General Application

Section 1.01 Definitions . For all purposes of this Indenture Supplement, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(2) all other terms used but not defined herein which are defined in the Indenture, the Series Supplement or the Pooling and Servicing Agreement, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term " generally accepted accounting principles" with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation; (4) all references in this Indenture Supplement to designated " Articles ," " Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture Supplement as originally executed. The words " herein ," " hereof" and " hereunder" and other words of similar import refer to this Indenture Supplement as a whole and not to any particular Article, Section or other subdivision;

(5) 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 Indenture Supplement shall be controlling;

(6) except as expressly provided herein, each capitalized term defined herein shall relate only to the Series 2009-1 Notes and no other series of Notes issued by the Issuer; and

(7) " including" and words of similar import shall be deemed to be followed by " without limitation ."

" Accumulation Period" means the period from and including the Accumulation Period Commencement Date to but excluding the earlier of (i) the beginning of an Early Redemption Period or (ii) the Series 2009-1 Termination Date.

" Accumulation Period Commencement Date" means the first day of the n th full Due Period prior to the Expected Principal Payment Date where n is the number of Due Periods in the Accumulation Period Length; provided , however , that the Accumulation Period Commencement Date shall be the Specified Accumulation Period Commencement Date if, on the Specified Accumulation Period Commencement Date, any other Outstanding series of Notes shall have entered into an Early Redemption Period; and provided , further , that, if the Accumulation Period Length and the Accumulation Period Commencement Date have been determined pursuant to Section 3.05 but the Accumulation Period has not commenced and any other Outstanding series of Notes shall enter into an early redemption period as defined for such other series of Notes, the Accumulation Period Commencement Date shall be the date that such other Outstanding series of Notes shall have entered into an early redemption period. " Accumulation Period Length" means a period which is between one and nine Due Periods and which is determined by the Servicer pursuant to Section 3.05 .

" Average Coverage Differential" shall be determined, on any Determination Date, by reference to the Coverage Differentials for each of the related Due Period and the three immediately preceding Due Periods, and shall equal the sum of the three highest such Coverage Differentials divided by three. Average Coverage Differential shall be expressed as a percentage and shall be rounded to the nearest one-hundredth of a percentage point.

" Calculation Agent" is defined in Section 3.08 .

" Cash Collateral Percentage" means, with respect to any Transfer Date, the percentage equivalent of a fraction equal to (a) the sum of the amount of cash on deposit in the Excess Funding Account and in each of the principal funding accounts with respect to each series of Notes over (b) the sum of (i) the Outstanding Principal Amount of each series of Notes, (ii) the Invested Amount of each series of Investor Certificates (other than the Collateral Certificate) (without giving effect to the allocation of Series Allocable Dealer Note Losses), (iii) the Available Subordinated Amount of each series of Investor Certificates (other than the Collateral Certificate) (without giving effect to the allocation of Series Allocable Dealer Note Losses), (iv) the Series 2009-1 Target Overcollateralization Amount and the target overcollateralization amount specified for each other series of Notes and (v) the Required Excess Seller' s Interest (as defined in each Series Supplement) related to the Investor Certificates (other than the Collateral Certificate) and the Minimum Series Seller' s Interest with respect to the Collateral Certificate less the sum of the overcollateralization amounts specified for each other series of Notes.

" Class A Interest Rate" means a rate per annum equal to LIBOR, as determined by the Calculation Agent on the second Business Day preceding the 15th day of each month (or, if such day is not a Business Day, the next following Business Day) or, in the case of the initial Interest Period, as of 11:00 a.m., London time, on the Business Day preceding the applicable Loan Subscription Date, plus 1.45%. For purposes of this definition, " Business Day" means any day the FRBNY, as lender under the Master Loan and Security Agreement under TALF, is open for conducting all or substantially all its banking functions.

" Class A Monthly Interest" is defined in Section 3.01 .


2

" Class A Nominal Liquidation Amount" means, at any time, the Class A Outstanding Principal Amount, minus

(i) the amount (other than investment earnings) then on deposit in the Series 2009-1 Principal Funding Account (after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day); minus

(ii) the share of all reallocations of the Series 2009-1 Available Principal Amounts that is allocated to the Class A Notes pursuant to Section 3.03(b)(iv) on or prior to such date of determination; minus

(iii) the share of the allocations of Series 2009-1 Noteholder Allocated Dealer Note Losses that is allocated to the Class A Notes pursuant to Section 3.03(b)(iv) on or prior to such date of determination; plus

(iv) the share of all reinstatements of the Series 2009-1 Nominal Liquidation Amount that is allocated to the Class A Notes pursuant to Section 3.03(d)(i) on or prior to such date of determination;

provided , however , the Class A Nominal Liquidation Amount may never be greater than the Class A Outstanding Principal Amount or less than zero.

" Class A Notes" means the $300,700,000 Class A Floating Rate Dealer Note Asset Backed Notes, Series 2009-1.

" Class A Outstanding Principal Amount" equals the aggregate initial outstanding principal amount of the Class A Notes, minus any principal payments made to holders of the Class A Notes. " Class B Interest Rate" means a rate per annum equal to LIBOR, as determined by the Calculation Agent on the second Business Day preceding the first day of such Interest Period (or, in the case of the initial Interest Period, as of 11:00 a.m., London time, on the Business Day preceding the applicable Loan Subscription Date), plus 4.25%. For purposes of this definition, " Business Day" means any day the FRBNY, as lender under the Master Loan and Security Agreement under TALF, is open for conducting all or substantially all its banking functions. " Class B Monthly Interest" is defined in Section 3.01 . " Class B Nominal Liquidation Amount" means, at any time, an amount equal to the Class B Outstanding Principal Amount, minus

(v) the amount (other than investment earnings) then on deposit in the Series 2009-1 Principal Funding Account (after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) in excess of the Class A Nominal Liquidation Amount; minus


3 (vi) the share of all reallocations of the Series 2009-1 Available Principal Amounts that is allocated to the Class B Notes pursuant to Section 3.03(b)(iii) on or prior to such date of determination; minus

(vii) the share of the allocations of Series 2009-1 Noteholder Allocated Dealer Note Losses that is allocated to the Class B Notes pursuant to Section 3.03(b)(iii) on or prior to such date of determination; plus

(viii) the share of all reinstatements of the Series 2009-1 Nominal Liquidation Amount that is allocated to the Class B Notes pursuant to Section 3.03(d)(ii) on or prior to such date of determination;

provided , however , the Class B Nominal Liquidation Amount may never be greater than the Class B Outstanding Principal Amount or less than zero.

" Class B Notes" means the $23,100,000 Class B Floating Rate Dealer Note Asset Backed Notes, Series 2009-1.

" Class B Outstanding Principal Amount" equals the aggregate initial outstanding principal amount of the Class B Notes, minus any principal payments made to holders of the Class B Notes.

" Class C Interest Rate" means a rate per annum equal to LIBOR, as determined by the Calculation Agent on the second Business Day preceding the first day of such Interest Period (or, in the case of the initial Interest Period, as of 11:00 a.m., London time, on the Business Day preceding the applicable Loan Subscription Date), plus 6.00%. For purposes of this definition, " Business Day" means any day the FRBNY, as lender under the Master Loan and Security Agreement under TALF, is open for conducting all or substantially all its banking functions.

" Class C Monthly Interest" is defined in Section 3.01 .

" Class C Nominal Liquidation Amount" means, at any time, an amount equal to the Class C Outstanding Principal Amount, minus

(i) the amount (other than investment earnings) then on deposit in the Series 2009-1 Principal Funding Account (after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) in excess of the sum of the Class A Nominal Liquidation Amount and the Class B Nominal Liquidation Amount; minus (ii) the share of all reallocations of the Series 2009-1 Available Principal Amounts that is allocated to the Class C Notes pursuant to Section 3.03(b)(ii) on or prior to such date of determination; minus

(iii) the share of the allocations of Series 2009-1 Noteholder Allocated Dealer Note Losses that is allocated to the Class C Notes pursuant to Section 3.03(b)(ii) on or prior to such date of determination; plus


4 (iv) the share of all reinstatements of the Series 2009-1 Nominal Liquidation Amount that is allocated to the Class C Notes pursuant to Section 3.03(d)(iii) on or prior to such date of determination;

provided , however , the Class C Nominal Liquidation Amount may never be greater than the Class C Outstanding Principal Amount or less than zero.

" Class C Notes" means the $26,200,000 Class C Floating Rate Dealer Note Asset Backed Notes, Series 2009-1.

" Class C Outstanding Principal Amount" equals the aggregate initial outstanding principal amount of the Class C Notes, minus any principal payments made to holders of the Class C Notes.

" Collateral Amount" means, with respect to the Series 2009-1 Notes, the Series 2009-1 Collateral Amount.

" Coverage Differential" shall mean, with respect to any Due Period, the result of (a) the Portfolio Yield for such Due Period minus (b) the sum of (i) the Weighted Average Note Rate for the related Distribution Period and (ii) one percent (1.0%). Coverage Differential shall be expressed as a percentage, and shall be rounded to the nearest one-hundredth of a percentage point. " Early Redemption Events" means, with respect to the Series 2009-1 Notes, each of the Early Amortization Events specified in Section 9.01 of the Pooling and Servicing Agreement, plus each of the following:

(A) failure on the part of the Seller (i) to make any payment, distribution or deposit required under the Pooling and Servicing Agreement or the Series Supplement within five Business Days after the Due Date or (ii) to observe or perform in any material respect any other material covenants or agreements of the Seller, which failure has a material adverse effect on the Series 2009-1 Noteholders and which continues unremedied for a period of 60 days after written notice of such failure shall have been given to the Seller by the Indenture Trustee or to the Seller and the Indenture Trustee by any Holder of the Series 2009-1 Notes;

(B) any representation or warranty made by the Seller pursuant to the Pooling and Servicing Agreement or any information contained in the schedule of Dealer Notes delivered thereunder or the Series Supplement shall prove to have been incorrect in any material respect when made or when delivered, which representation, warranty or schedule, or the circumstances or condition that caused such representation, warranty or schedule to be incorrect, continues to be incorrect or uncured in any material respect for a period of 60 days after written notice of such incorrectness shall have been given to the Seller by the Indenture Trustee or to the Seller and the Indenture Trustee by any Holder of the Series 2009-1 Notes and as a result of which the interests of the Series 2009-1 Noteholders are materially and adversely affected, provided , however , that an Early Redemption Event shall not be deemed to occur if the Seller has repurchased the related Dealer Notes or all such Dealer Notes, if applicable, during such period in accordance with the provisions of the Pooling and Servicing Agreement;

5 (C) any of the Seller, ITEC, NIC or NFC shall file a petition commencing a voluntary case under any chapter of the federal bankruptcy laws; or the Seller, ITEC, NIC or NFC shall file a petition or answer or consent seeking reorganization, arrangement, adjustment or composition under any other similar applicable federal law, or shall consent to the filing of any such petition, answer or consent; or the Seller, ITEC, NIC or NFC shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or the Seller, ITEC, NIC or NFC shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; (D) any order for relief against any of the Seller, ITEC, NIC or NFC shall have been entered by a court having jurisdiction in the premises under any chapter of the federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the Seller, ITEC, NIC or NFC under any other similar applicable federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of the Seller, ITEC, NIC or NFC of any substantial part of their property, or for the winding up or liquidation of their affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; (E) the Seller shall become legally unable for any reason to transfer Dealer Notes to the Master Trust in accordance with the provisions of the Pooling and Servicing Agreement;

(F) on any Transfer Date, after giving effect to allocations to be made on that Transfer Date (including payments to be made on the related Payment Date), the Series 2009-1 Target Overcollateralization Amount exceeds the Series 2009-1 Overcollateralization Amount; provided , however , that if such shortfall was caused by an increase in the Series 2009-1 Target Overcollateralization Amount as a result of the occurrence of an Excess Cash Collateral Event, the Seller shall have a six month grace period to increase the Series 2009-1 Overcollateralization Amount to the required level; (G) any Servicer Termination Event shall occur (i) which would have a material adverse effect on the Series 2009-1 Noteholders and (ii) for which the Servicer has received a notice of termination;


6 (H) on any Determination Date, as of the last day of the preceding Due Period, the aggregate principal balance of Dealer Notes owned by the Master Trust relating to used vehicles exceeds 25% of the aggregate principal balance of Dealer Notes held by the Master Trust on that last day;

(I) the average Monthly Payment Rate for any three consecutive Due Periods is less than 16%; (J) the Series 2009-1 Outstanding Principal Amount is not repaid by the Expected Principal Payment Date; (K) the Issuer becomes an " investment company" within the meaning of the Investment Company Act of 1940, as amended, and is not exempt from compliance with that Act;

(L) the occurrence of an Event of Default under the Indenture;

(M) the delivery by the Seller to the Master Trust Trustee of a notice stating that the Seller shall no longer continue to sell Dealer Notes to the Master Trust commencing on the date specified in such notice;

(N) the Average Coverage Differential shall be equal to or less than negative two percent (-2%) on each of three consecutive Determination Dates;

(O) on any Determination Date, the quotient of (i) the sum of Dealer Note Losses for each of the related Due Period and the five immediately preceding Due Periods and (ii) the sum of Principal Collections for each of the related Due Period and the five immediately preceding Due Periods, is greater than or equal to one percent (1%); (P) at the end of any Due Period, the Seller' s Invested Amount is reduced to an amount less than the Minimum Seller' s Invested Amount and the Seller has failed to assign additional Dealer Notes to the Master Trust or deposit cash into the Excess Funding Account, the Series 2009-1 Principal Funding Account or any other principal funding account with respect to any other series in the amount of such deficiency within ten Business Days following the end of such Due Period; provided , however , that if such deficiency was caused by an increase in the Minimum Seller' s Invested Amount as a result of the occurrence of an Excess Cash Collateral Event, the Seller shall have a six month grace period to increase the Seller' s Invested Amount to the required level;

(Q) failure on the part of ITEC to make a deposit in the Interest Deposit Account required by the terms of the Interest Deposit Agreement on or before the date occurring five Business Days after the date such deposit is required by the Interest Deposit Agreement to be made; and

(R) upon an increase in the Spread Account Required Amount as a result of the average Monthly Payment Rate for any three consecutive Due Periods being less than 20%, the amount on deposit in the Series 2009-1 Spread Account is less than the Spread Account Required Amount for five (5) consecutive Business Days.


7

In the case of any event described in clauses (A) , (B) or (G) above, an Early Redemption Event with respect to Series 2009-1 Notes shall be deemed to have occurred only if, after the applicable grace period described in those clauses, if any, either the Indenture Trustee or Series 2009-1 Noteholders holding Series 2009-1 Notes evidencing more than 50% of the Series 2009-1 Outstanding Principal Amount by written notice to the Seller, the Servicer, the Master Trust Trustee and, if given by Series 2009-1 Noteholders, the Indenture Trustee, declare that an Early Redemption Event has occurred as of the date of that notice. In the case of any Early Redemption Event other than clauses (A) , (B) or (G) described above, an Early Redemption Event with respect to the Series 2009-1 Notes shall be deemed to have occurred without any notice or other action on the part of the Indenture Trustee or the Series 2009-1 Noteholders immediately upon the occurrence of that event. " Early Redemption Period" means the period from and including the date on which an Early Redemption Event occurs to but excluding the Series 2009-1 Termination Date.

" Excess Available Interest Amounts" means, with respect to any Due Period, either (i) the portion of Series 2009-1 Available Interest Amounts, if any, available after application pursuant to Section 3.01(a)(i) through (xi) or (ii) the amounts available to the Series 2009-1 Notes from the Notes of other series that the applicable Indenture Supplements specify are to be treated as " Excess Available Interest Amounts."

" Excess Available Principal Amounts" means, with respect to any Business Day, either (i) the sum of (A) the portion of Series 2009-1 Available Principal Amounts, if any, available after application pursuant to Section 3.02(a)(i) through (vi) , plus (B) the amounts withdrawn from the Series 2009-1 Principal Funding Account pursuant to Section 3.10 and treated as " Excess Available Principal Amounts," or (ii) the amounts available to the Series 2009-1 Notes from the Notes of other series that the applicable Indenture Supplements specify are to be treated as " Excess Available Principal Amounts" on the related Business Day.

" Excess Cash Collateral Event" shall be deemed to have occurred and be continuing if for any 18 consecutive Transfer Dates the Cash Collateral Percentage has exceeded 50%; provided , however , that an Excess Cash Collateral Event shall be deemed to have been cured if subsequent to the occurrence of the Excess Cash Collateral Event the Cash Collateral Percentage is less than 50% for six consecutive Transfer Dates.

" Expected Principal Payment Date" means October 25, 2012.

" FRBNY" shall mean the Federal Reserve Bank of New York.

" Indenture" means the Indenture, dated as of June 10, 2004, between the Issuer and The Bank of New York Mellon, as Indenture Trustee, as amended and supplemented from time to time.

" Interest Period" means, with respect to any Payment Date, the period from and including the preceding Payment Date to but excluding that Payment Date, or, in the case of the first Payment Date, from and including the Series 2009-1 Issuance Date to but excluding such first Payment Date.


8

" Investor Servicing Fee" is defined in the Series Supplement.

" Issuance Date" means, with respect to the Series 2009-1 Notes, November 10, 2009. " Legal Final Maturity Date" means October 26, 2015. " LIBOR" means with respect to any Interest Period: (1) for the Class A Notes, the rate per annum for one-month deposits in U.S. dollars which appears on the Bloomberg Screen BTMM Page under the heading " LIBOR FIX" as of 11:00 a.m., London, time, on the second Business Day preceding the 15th day of each month (or, in the case of the initial Interest Period, as of 11:00 a.m., London time, on the Business Day preceding the applicable Loan Subscription Date); and

(2) for the Class B Notes and the Class C Notes, the rate per annum for one-month deposits in U.S. dollars which appears on the Bloomberg Screen BTMM Page under the heading " LIBOR FIX" as of 11:00 a.m., London, time, on the second Business Day preceding the first day of such Interest Period (or, in the case of the initial Interest Period, as of 11:00 a.m., London time, on the Business Day preceding the applicable Loan Subscription Date);

provided , that , if such rate does not appear on the Bloomberg Screen BTMM Page, " LIBOR" shall be the interest rate per annum determined by The Bank of New York Mellon, as administrator under the Master Loan and Security Agreement under TALF (on the basis of quotes from two or more major international banks) to be representative of the rates per annum at which one-month deposits in U.S. dollars are offered by major international banks to other major international banks in the London interbank market as of the second Business Day preceding (a) with respect to the Class A Notes, the 15th day of each month and (b) with respect to the Class B Notes and Class C Notes, the first day of such Interest Period (or, in the case of the initial Interest Period, as of the Business Day preceding the applicable Loan Subscription Date). For purposes of this definition, " Business Day" means any day the FRBNY, as lender under the Master Loan and Security Agreement under TALF, is open for conducting all or substantially all its banking functions.

" Loan Subscription Date" has the meaning ascribed to such term in the Master Loan and Security Agreement under TALF. " Master Loan and Security Agreement" means the Master Loan and Security Agreement among the FRBNY, as Lender, various TALF agents from time to time party thereto, each on behalf of itself and its respective customers as borrowers thereunder from time to time, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (as amended from time to time.


9

" Mismatch Amount" means for any Transfer Date, the product of (a) the amount on deposit in the Series 2009-1 Principal Funding Account during the Revolving Period at the end of any Due Period, (b) the Mismatch Rate and (c) 1/12.

" Mismatch Period" means for any Transfer Date when the Mismatch Amount is greater than zero, the number of future Payment Dates up to and including the Expected Principal Payment Date.

" Mismatch Rate" means 2.33%.

" Monthly Payment Rate" means, on any Determination Date, the quotient of (1) the sum
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