Exhibit 4(g)


 




 





 


 


TARGET CREDIT CARD OWNER TRUST 2005-1


 


TRUST AGREEMENT


 


 


between


 


 


TARGET RECEIVABLES CORPORATION

as Depositor


 


 


and


 


 


WILMINGTON TRUST COMPANY

as Owner Trustee


 


Dated as of November   , 2005


 




 





 


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I.
  DEFINITIONS

  
	
  SECTION 1.1.

  	
  Capitalized Terms

  	
   

  
	
   

  
	
  ARTICLE II.
  ORGANIZATION

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Name

  	
   

  
	
  SECTION 2.2.

  	
  Office

  	
   

  
	
  SECTION 2.3.

  	
  Purposes and Powers

  	
   

  
	
  SECTION 2.4.

  	
  Appointment of Owner Trustee

  	
   

  
	
  SECTION 2.5.

  	
  Initial Capital Contribution of Owner Trust
  Estate

  	
   

  
	
  SECTION 2.6.

  	
  Declaration of Trust

  	
   

  
	
  SECTION 2.7.

  	
  Title to Owner Trust Property

  	
   

  
	
  SECTION 2.8.

  	
  Situs of Owner Trust

  	
   

  
	
  SECTION 2.9.

  	
  Representations and Warranties of the
  Depositor

  	
   

  
	
  SECTION 2.10.

  	
  Liability of Certificateholder

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III. CERTIFICATES AND TRANSFER OF INTERESTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Initial Ownership

  	
   

  
	
  SECTION 3.2.

  	
  The Certificate

  	
   

  
	
  SECTION 3.3.

  	
  Execution, Authentication and Delivery of
  Certificates

  	
   

  
	
  SECTION 3.4.

  	
  Restrictions on Transfer

  	
   

  
	
  SECTION 3.5.

  	
  Mutilated, Destroyed, Lost or Stolen
  Certificate

  	
   

  
	
  SECTION 3.6.

  	
  Authenticating Agent

  	
   

  
	
  SECTION 3.7.

  	
  Actions of Certificateholder

  	
   

  
	
   

  
	
  ARTICLE IV. ACTIONS BY OWNER TRUSTEE

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
  Prior Notice to Certificateholder with
  Respect to Certain Matters

  	
   

  
	
   

  
	
  ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
  General Authority

  	
   

  
	
  SECTION 5.2.

  	
  General Duties

  	
   

  
	
  SECTION 5.3.

  	
  Action upon Instruction

  	
   

  
	
  SECTION 5.4.

  	
  No Duties Except as Specified in this
  Agreement or in Instructions

  	
   

  
	
  SECTION 5.5.

  	
  No Action Except under Specified Documents
  or Instructions

  	
   

  
	
  SECTION 5.6.

  	
  Restrictions

  	
   

  
	
  SECTION 5.7.

  	
  Doing Business in Other Jurisdictions

  	
   

  



 


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  ARTICLE VI. CONCERNING OWNER TRUSTEE

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Acceptance of Trusts and Duties

  	
   

  
	
  SECTION 6.2.

  	
  Furnishing of Documents

  	
   

  
	
  SECTION 6.3.

  	
  Representations and Warranties of the Owner
  Trustee

  	
   

  
	
  SECTION 6.4.

  	
  Reliance; Advice of Counsel

  	
   

  
	
  SECTION 6.5.

  	
  Not Acting in Individual Capacity

  	
   

  
	
  SECTION 6.6.

  	
  Owner Trustee May Own Notes

  	
   

  
	
   

  
	
  ARTICLE VII.
  COMPENSATION OF OWNER TRUSTEE

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Owner Trustee’s Fees and Expenses

  	
   

  
	
  SECTION 7.2.

  	
  Indemnification

  	
   

  
	
  SECTION 7.3.

  	
  Payments to Owner Trustee

  	
   

  
	
   

  
	
  ARTICLE VIII.
  TERMINATION OF TRUST AGREEMENT

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Termination of Trust Agreement

  	
   

  
	
   

  
	
  ARTICLE IX.
  SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1.

  	
  Eligibility Requirements for Owner Trustee

  	
   

  
	
  SECTION 9.2.

  	
  Resignation or Removal of Owner Trustee

  	
   

  
	
  SECTION 9.3.

  	
  Successor Owner Trustee

  	
   

  
	
  SECTION 9.4.

  	
  Merger or Consolidation of Owner Trustee

  	
   

  
	
  SECTION 9.5.

  	
  Appointment of Co-Trustee or Separate
  Trustee

  	
   

  
	
   

  
	
  ARTICLE X. MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  SECTION 10.1.

  	
  Supplements and Amendments

  	
   

  
	
  SECTION 10.2.

  	
  No Legal Title to Owner Trust Estate in
  Certificateholder

  	
   

  
	
  SECTION 10.3.

  	
  Limitations on Rights of Others

  	
   

  
	
  SECTION 10.4.

  	
  Notices

  	
   

  
	
  SECTION 10.5.

  	
  Severability

  	
   

  
	
  SECTION 10.6.

  	
  Separate Counterparts

  	
   

  
	
  SECTION 10.7.

  	
  Successors and Assigns

  	
   

  
	
  SECTION 10.8.

  	
  Nonpetition Covenants

  	
   

  
	
  SECTION 10.9.

  	
  No Recourse

  	
   

  
	
  SECTION 10.10.

  	
  Headings

  	
   

  
	
  SECTION 10.11.

  	
  GOVERNING LAW

  	
   

  
	
  SECTION 10.12.

  	
  Depositor Payment Obligation

  	
   

  
	
  SECTION 10.13.

  	
  Acceptance of Terms of Agreement

  	
   

  
	
  SECTION 10.14.

  	
  Integration of Documents

  	
   

  



 


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  EXHIBITS

  
	
   

  	
   

  	
   

  
	
  Exhibit A
  - Form of Certificate

  	
   

  
	
  Exhibit B
  - Form of Certificate of Trust

  	
   

  



 


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TRUST AGREEMENT dated as of November   , 2005 between TARGET RECEIVABLES CORPORATION
(“TRC”), a Minnesota corporation having its principal executive offices
located at 1000 Nicollet Mall, Minneapolis, Minnesota 55403, as the depositor
(in its capacity as the depositor, the “Depositor”) and WILMINGTON TRUST
COMPANY, a Delaware banking corporation, as the owner trustee (the “Owner
Trustee”).


 


ARTICLE I.


 


DEFINITIONS


 


SECTION 1.1.        Capitalized
Terms.


 


(a)           For all purposes of
this Agreement, the following terms shall have the meanings set forth below:


 


“Administrator” means Target Receivables Corporation, or any
successor Administrator under the Deposit and Administration Agreement.


 


“Agreement” means this Target Credit Card Owner Trust 2005-1
Trust Agreement, as the same may be amended, modified or otherwise supplemented
from time to time.


 


“Basic Documents” means the Indenture, the Series Supplement,
this Agreement, the Deposit and Administration Agreement, the Note Underwriting
Agreement, and other documents delivered in connection herewith and therewith.


 


“Certificate” means the certificate evidencing the beneficial
interest of the Certificateholder in the Owner Trust, substantially in the form
attached hereto as Exhibit A.


 


“Certificateholder” means Target Receivables Corporation, and
its successors and permitted assigns.


 


“Certificate of Trust” means the Certificate of Trust in the
form attached hereto as Exhibit B which has been filed for the
Owner Trust pursuant to Section 3810(a) of the Statutory Trust Act.


 


“Code” means the Internal Revenue Code of 1986, as amended.


 


“Corporate Trust Office” means, with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee located at
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-1600,
Attention: Corporate Trust Administration; or such other address as the Owner
Trustee may designate by notice to the Depositor, or the principal corporate
trust office of any successor Owner Trustee (the address of which the successor
Owner Trustee will notify the Certificateholder and the Depositor).


 


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“Deposit and Administration Agreement” means the Deposit and
Administration Agreement, dated as of November     ,
2005, by and between the Owner Trust and Target Receivables Corporation, as
Depositor and as Administrator, as the same may be amended, supplemented or
otherwise modified from time to time.


 


“Depositor” means Target Receivables Corporation, in its
capacity as Depositor hereunder and its successors and assigns in such
capacity.


 


“Expenses” has the meaning assigned to such term in Section 7.2.


 


“Indemnified Parties” shall have the meaning assigned to such
term in Section 7.2.


 


“Indenture” means that certain Indenture, dated as of November     ,
2005, by and between the Owner Trust and the Indenture Trustee.


 


“Indenture Trustee” means Wells Fargo Bank, National
Association, not in its individual capacity but solely as Indenture Trustee
under the Indenture, and any successor Indenture Trustee under the Indenture.


 


“Master Trust” means the Target Credit Card Master Trust,
created pursuant to the Amended and Restated Pooling and Servicing Agreement,
dated as of April 28, 2000, by and among TRC, as transferor, Target
National Bank, as servicer, and Wells Fargo Bank, National Association, as
trustee.


 


“Note Underwriting Agreement” means the Note Underwriting
Agreement, dated as of November     , 2005, by and
between TRC and Lehman Brothers Inc., as representative of the several
Underwriters named therein (collectively, the “Underwriters”), as the
same may be amended, supplemented or otherwise modified from time to time.


 


“Noteholder” has the meaning assigned to such term in the
Indenture.


 


“Owner Trust” means the statutory trust created by this
Agreement and the filing of the Certificate of Trust.


 


“Owner Trust Estate” means all right, title and interest of the
Owner Trust, in and to the property and rights assigned to the Owner Trust,
pursuant to Section 2.5 of this Agreement and Section 2.1 of
the Deposit and Administration Agreement, all monies, securities, instruments
and other property on deposit from time to time in the accounts established
hereunder and all other property of the Owner Trust from time to time,
including any rights of the Owner Trustee on behalf of the Owner Trust pursuant
to the Deposit and Administration Agreement.


 


“Owner Trustee” means Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity but solely as owner trustee
for the Target Credit Card


 


2





















 


Owner Trust 2005-1 under this Agreement
(unless otherwise specified herein), and any successor Owner Trustee hereunder.


 


“Requirements of Law” means, for any Person, the certificate of
incorporation or articles of association and by-laws or other organizational or
governing documents of such Person, and any law, treaty, rule or
regulations, or determination of an arbitrator or governmental authority, in
each case applicable to or binding upon such Person or to which such Person is
subject, whether federal, state or local (including without limitation, usury
laws, the federal Truth in Lending Act and Regulation Z and Regulation B of the
Board of Governors of the Federal Reserve System).


 


“Secretary of State” means the Secretary of State of the State
of Delaware.


 


“Statutory Trust Act” means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. section 3801, et. seq., as the same may be
amended from time to time.


 


(b)           All terms defined in
this Agreement shall have the defined meanings when used in any certificate or
other document made or delivered pursuant hereto unless otherwise defined
therein.


 


(c)           As used in this
Agreement and in any certificate or other document made or delivered pursuant
hereto or thereto, accounting terms not defined in this Agreement or in any
such certificate or other document, and accounting terms partly defined in this
Agreement or in any such certificate or other document to the extent not
defined, shall have the respective meanings given to them under generally
accepted accounting principles. To the extent that the definitions of
accounting terms in this Agreement or in any such certificate or other document
are inconsistent with the meanings of such terms under generally accepted
accounting principles, the definitions contained in this Agreement or in any
such certificate or other document shall control.


 


(d)           The words “hereof,” “herein,”
“hereunder,” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement; Articles, Sections, subsections and Exhibits references contained in
this Agreement are references to Articles, Sections, subsections and Exhibits
in or to this Agreement unless otherwise specified; and the term “including”
shall mean “including without limitation.”


 


(e)           The definitions
contained in this Agreement are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine and
neuter genders of such terms.


 


(f)            Capitalized terms
used but not defined herein shall have the meanings assigned to them in the
Indenture.


 


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ARTICLE II.


 


ORGANIZATION


 


SECTION 2.1.        Name.


 


The trust created hereby shall be known as “Target Credit Card Owner
Trust 2005-1” (hereinafter, the “Owner Trust”) in which name the Owner
Trustee may conduct the business of such trust, make and execute contracts and
other instruments on behalf of such trust and sue and be sued on behalf of the
Owner Trust.


 


SECTION 2.2.        Office.


 


The office of the Owner Trust shall be in care of the Owner Trustee at
the Corporate Trust Office or at such other address as the Owner Trustee may
designate by written notice to the Certificateholder and the Depositor.


 


SECTION 2.3.        Purposes
and Powers.


 


The purpose of the Owner Trust is, and the Owner Trust shall have the
power and authority to engage in the following activities:


 


(a)           to issue the Notes
in the name of the Owner Trust pursuant to the Indenture and the Certificate
pursuant to this Agreement, and to sell, transfer or exchange the Notes and the
Certificate;


 


(b)           to acquire the
property and assets set forth in the Deposit and Administration Agreement from
the Depositor pursuant to the terms thereof, to make payments or distributions
on the Notes and the Certificate and to make deposits to and withdrawals from
the Note Distribution Account and any other accounts established under the
Indenture;


 


(c)           to assign, grant,
transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture
Trustee pursuant to the Indenture and to hold, manage and distribute to the
Certificateholder pursuant to the terms of the Deposit and Administration
Agreement any portion of the Owner Trust Estate released from the Lien of, and
remitted to the Owner Trust pursuant to, the Indenture;


 


(d)           to enter into and
perform its obligations under the Basic Documents to which it is a party;


 


(e)           to engage in those
activities, including entering into agreements, that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and


 


4





















 


(f)            subject to compliance
with the Basic Documents, to engage in such other activities as may be required
in connection with conservation of the Owner Trust Estate and the making of
distributions to the Certificateholder and the Noteholders.


 


Neither the
Owner Trustee, nor the Owner Trust, shall engage in any activity other than in
connection with the foregoing or other than as required or authorized by the
terms of this Agreement or the other Basic Documents.


 


SECTION 2.4.        Appointment
of Owner Trustee.


 


The Depositor hereby appoints the Owner Trustee as trustee of the Owner
Trust effective as of the date hereof, to have all the rights, powers and
duties set forth herein and in the Statutory Trust Act.


 


SECTION 2.5.        Initial
Capital Contribution of Owner Trust Estate.


 


The Depositor hereby sells, assigns, transfers, conveys and sets over
to the Owner Trustee, as of the date hereof, $1.00.  The Owner Trustee hereby acknowledges receipt
in trust from the Depositor, as of the date hereof, of the foregoing
contribution, which shall constitute the initial Owner Trust Estate.  The Depositor shall pay the organizational
expenses of the Owner Trust as they may arise or shall, upon the request of the
Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid
by the Owner Trustee.


 


SECTION 2.6.        Declaration
of Trust.


 


The Owner Trustee hereby declares that it will hold the Owner Trust
Estate in trust upon and subject to the conditions set forth herein for the use
and benefit of the Certificateholder, subject to the obligations of the Owner
Trustee, on behalf of the Owner Trust, under the Basic Documents.  It is the intention of the parties hereto
that the Owner Trust constitutes a statutory trust under the Statutory Trust
Act and that this Agreement constitutes the governing instrument of such
statutory trust.  It is the intention of
the parties hereto that, solely for United States income and franchise tax
purposes, the Owner Trust shall be treated as a division or branch of the Depositor.  The parties agree that, unless otherwise
required by appropriate tax authorities, they will take no action contrary to
the foregoing intention.  Effective as of
the date hereof, the Owner Trustee shall have all rights, powers and duties set
forth herein and to the extent not inconsistent herewith, in the Statutory
Trust Act with respect to accomplishing the purposes of the Owner Trust.  The Owner Trustee shall file the Certificate
of Trust with the Secretary of State of Delaware.


 


SECTION 2.7.        Title
to Owner Trust Property.


 


Legal title to all the Owner Trust Estate shall be vested at all times
in the Owner Trust, except where applicable law in any jurisdiction requires
title to any part of the Owner Trust Estate to be vested in the Owner Trustee,
a co-trustee and/or a separate trustee, in which


 


5





















 


case title to such part shall be deemed to be
vested in the Owner Trustee, a co-trustee and/or separate trustee, as the case
may be.


 


SECTION 2.8.        Situs
of Owner Trust.


 


The Owner Trust will be located in the State of Delaware and
administered in the State of Delaware or the State of Minnesota.  All bank accounts maintained on behalf of the
Owner Trust shall be located in the State of Delaware or the State of Minnesota.  Payments will be received by the Owner Trust
only in Delaware or Minnesota, and payments and distributions will be made by
the Owner Trust only from Delaware or Minnesota.  The only office of the Owner Trust will be at
the Corporate Trust Office of the Owner Trustee in Delaware.


 


SECTION 2.9.        Representations
and Warranties of the Depositor.


 


The Depositor hereby represents and warrants to the Owner Trustee that:


 


(a)           The Depositor has
been duly organized and is validly existing as a corporation in good standing
under the laws of the State of Minnesota, with power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is presently conducted.


 


(b)           The Depositor has
the corporate power and authority to execute and deliver this Agreement and to
carry out its terms; the Depositor has full power and authority to sell and
assign the property to be sold and assigned to and deposited with the Owner
Trustee pursuant to this Agreement and the Deposit and Administration
Agreement, on behalf of the Owner Trust, and the Depositor has duly authorized
such sale and assignment and deposit to the Owner Trustee, on behalf of the
Owner Trust, by all necessary action; and the execution, delivery and
performance of this Agreement has been duly authorized by the Depositor by all
necessary action.


 


(c)           The consummation of
the transactions contemplated by this Agreement and the other Basic Documents
and the fulfillment of the terms hereof, do not conflict with, result in any
breach of any of the terms and provisions of, or constitute (with or without
notice or lapse of time) a default under, the articles of association or bylaws
of the Depositor, or conflict with or breach any of the material terms or
provisions of or constitute (with or without notice or lapse of time) a default
under any indenture, agreement or other instrument to which the Depositor is a
party or by which it is bound; nor result in the creation or imposition of any
Lien (other than the liens created under the Deposit and Administration
Agreement or the Indenture) upon any of its properties pursuant to the terms of
any such indenture, agreement or other instrument; nor violate any law or, to
the best of the Depositor’s knowledge, any order, rule or regulation
applicable to the Depositor of any court or of any Federal or state regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Depositor or its properties.


 


6





















 


(d)           There are no proceedings
or investigations pending or, to the best knowledge of the Depositor,
threatened against the Depositor before any court, regulatory body,
administrative agency, or other tribunal or governmental instrumentality having
jurisdiction over the Depositor (i) asserting the invalidity of any of the
Basic Documents to which the Depositor is a party, (ii) seeking to prevent
the consummation of any of the transactions contemplated by any of the Basic
Documents to which the Depositor is a party, (iii) seeking any
determination or ruling that, in the reasonable judgment of the Depositor,
would materially and adversely affect the performance by the Depositor of its
obligations under the Basic Documents to which the Depositor is a party, or (iv) seeking
any determination or ruling that would materially and adversely affect the
validity or enforceability of the Basic Documents to which the Depositor is a
party.


 


SECTION 2.10.      Liability
of Certificateholder.


 


To the fullest extent permitted by applicable law, the Certificateholder
shall not have any personal liability for any liability or obligation of the
Owner Trustee or the Owner Trust.


 


ARTICLE III.


 


CERTIFICATES AND TRANSFER OF INTERESTS


 


SECTION 3.1.        Initial
Ownership.


 


Upon the formation of the Owner Trust by the contribution by the
Depositor pursuant to Section 2.5, the Depositor shall be the sole
beneficial owner of the Owner Trust. 
Upon the issuance of the Certificate (as described below), the
Certificateholder shall be the beneficial owner of the Owner Trust.


 


SECTION 3.2.        The Certificate.


 


(a)           The Certificate
shall be issued substantially in the form of Exhibit A, which is
incorporated by reference herein.  The
Certificate shall be executed on behalf of the Owner Trust by manual or
facsimile signature of an Authorized Officer or other authorized signatory of
the Owner Trustee.  A Certificate bearing
the manual or facsimile signatures of individuals who were, at the time when
such signatures shall have been affixed, authorized to sign on behalf of the
Owner Trust, shall be validly issued and entitled to the benefit of this
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Certificate or did not hold such offices at the date of authentication and
delivery of such Certificate.  The
Certificate shall not entitle its Holder to any benefit under this Agreement,
or be valid for any purpose, unless there shall appear on such Certificate a
certificate of authentication substantially in the form set forth in Exhibit A,
executed by the Owner Trustee, or the Owner Trustee’s authentication agent, by
manual or facsimile signature; such authentication shall constitute conclusive
evidence that such


 


7





















 


Certificate shall have been duly
authenticated and delivered hereunder. 
The Certificate shall be dated the date of its authentication.


 


(b)           The
Certificateholder shall be entitled to receive distributions from the Owner
Trust Estate only in accordance with this Agreement, the Deposit and
Administration Agreement and the Indenture. 
In no event shall the Depositor or the Certificateholder be entitled to
possession of, or be permitted to encumber any part of, the Owner Trust Estate.


 


SECTION 3.3.        Execution,
Authentication and Delivery of Certificates.


 


Concurrently with the initial deposit of the Collateral Certificate
with the Owner Trustee, on behalf of the Owner Trust, pursuant to the Deposit
and Administration Agreement, the Owner Trustee shall cause the Certificate to
be executed on behalf of the Owner Trust, authenticated and delivered to or
upon the written order of the Depositor, signed by its chairman of the board,
its president or any vice president, without further action by the Depositor.


 


SECTION 3.4.        Restrictions
on Transfer.


 


To the fullest extent permitted by applicable law, the Certificate (or
any interest therein) may not be sold, transferred, assigned, participated,
pledged or otherwise disposed of by the Depositor to any Person unless the
Owner Trustee and the Indenture Trustee shall have received an Opinion of
Counsel that such action would not cause (x) the Owner Trust to be classified
as an association (or a publicly traded partnership) taxable as a corporation
for federal income tax purposes or (y) a taxable event that could cause the
beneficial owner of any Outstanding Amount of Notes to recognize gain or loss
for such purposes.


 


SECTION 3.5.        Mutilated,
Destroyed, Lost or Stolen Certificate.


 


If (a) the mutilated Certificate shall be surrendered to the Owner
Trustee, or if the Owner Trustee shall receive evidence to its satisfaction of
the destruction, loss or theft of the Certificate and (b) there shall be
delivered to the Owner Trustee such security or indemnity as may be required by
it to save it harmless, then the Owner Trustee shall execute and the Owner
Trustee, or the Owner Trustee’s authenticating agent, shall authenticate and
deliver, in exchange for or in lieu of the mutilated, destroyed, lost or stolen
Certificate, a new Certificate.  In
connection with the issuance of any new Certificate under this Section 3.5,
the Owner Trustee may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection therewith.  Any duplicate Certificate issued pursuant to
this Section 3.5 shall constitute conclusive evidence of a
beneficial interest in the Owner Trust, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.  The provisions of this Section 3.5
are exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement of the mutilated, destroyed, lost or
stolen Certificate.


 


8





















 


SECTION 3.6.        Authenticating
Agent.


 


(a)           The Owner Trustee
may appoint one or more authenticating agents with respect to the Certificate
which shall be authorized to act on behalf of the Owner Trustee in
authenticating the Certificate in connection with the issuance, delivery,
registration of transfer, exchange or repayment of the Certificate.  Whenever reference is made in this Agreement
to the authentication of the Certificate by the Owner Trustee or the Owner
Trustee’s certificate of authentication, such reference shall be deemed to
include authentication on behalf of the Owner Trustee by an authenticating
agent and a certificate of authentication executed on behalf of the Owner
Trustee by an authenticating agent.  Each
authenticating agent shall be subject to acceptance by the Depositor.


 


(b)           Any institution
succeeding to the corporate agency business of an authenticating agent shall
continue to be an authenticating agent without the execution or filing of any
paper or any further act on the part of the Owner Trustee or such
authenticating agent.


 


(c)           An authenticating
agent may at any time resign by giving written notice of resignation to the
Owner Trustee and the Depositor.  The
Owner Trustee may at any time terminate the agency of an authenticating agent
by giving notice of termination to such authenticating agent and to the
Depositor.  Upon receiving such a notice
of resignation or upon such a termination, or in case at any time an
authenticating agent shall cease to be acceptable to the Owner Trustee or the
Depositor, the Owner Trustee promptly may appoint a successor authenticating
agent with the consent of the Depositor. 
Any successor authenticating agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
authenticating agent.


 


(d)           The Depositor shall
pay the authenticating agent from time to time reasonable compensation for its
services under this Section 3.6.


 


(e)           The provisions of Sections
6.1, 6.3, 6.4, 6.6, 7.1 and 7.2 shall be
applicable to any authenticating agent.


 


(f)            Pursuant to an
appointment made under this Section 3.6, the Certificate may have
endorsed thereon, in lieu of the Owner Trustee’s certificate of authentication,
an alternate certificate of authentication in substantially the following form:


 


This is the Certificate referred to in the within-mentioned Trust
Agreement.


 


or


 


9





















 


	
  Wilmington
  Trust Company

  not in its individual capacity

  but solely as Owner Trustee for the Target

  Credit Card Owner Trust 2005-1

  	
   

  	
  Wilmington
  Trust Company

  not in its individual capacity

  but solely as Owner Trustee for the Target

  Credit Card Owner Trust 2005-1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authenticating Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  	
  Authorized Signatory

  



 


SECTION 3.7.        Actions
of Certificateholder.


 


(a)           Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Agreement to be given or taken by the Certificateholder may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by the Certificateholder in person or by agent duly appointed in writing; and
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Owner
Trustee and, when required, to the Depositor or the Servicer.  Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Owner Trustee, the Depositor and the
Servicer, if made in the manner provided in this Section 3.7.


 


(b)           The fact and date of
the execution by the Certificateholder of any such instrument or writing may be
proved in any reasonable manner which the Owner Trustee deems sufficient.


 


(c)           The Owner Trustee
may require such additional proof of any matter referred to in this Section 3.7
as it shall deem necessary.


 


ARTICLE IV.


 


ACTIONS BY OWNER TRUSTEE


 


SECTION 4.1.        Prior
Notice to Certificateholder with Respect to Certain Matters.


 


With respect to the following matters, the Owner Trustee shall not take
action unless at least 30 days before the taking of such action, the Owner
Trustee shall have notified the Certificateholder in writing of the proposed
action and the Certificateholder shall not have objected or given any contrary
instructions pursuant to subsection 5.3(a) prior to the
expiration of such 30-day period:


 


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(a)           the initiation of
any claim or lawsuit on behalf of the Owner Trust (except claims or lawsuits
brought to collect on the Collateral Certificate) and the compromise of any
material action, claim or lawsuit brought by or against the Owner Trust or the
Owner Trustee (except with respect to the aforementioned claims or lawsuits to
collect on the Collateral Certificate);


 


(b)           the election by the
Issuer to file an amendment to the Certificate of Trust (unless such amendment
is required to be filed under the Statutory Trust Act);


 


(c)           the amendment of the
Indenture by a supplemental indenture in circumstances where the consent of any
Noteholder is required;


 


(d)           the amendment of the
Indenture by a supplemental indenture in circumstances where the consent of any
Noteholder is not required;


 


(e)           the amendment,
change or other modification of the Deposit and Administration Agreement,
except any amendment where the consent of the Certificateholder is not required
under the terms of the Deposit and Administration Agreement; or


 


(f)            the appointment
pursuant to the Indenture of a successor Indenture Trustee or the consent to
the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee
or the Certificate Registrar of its obligations under the Indenture.


 


The Owner
Trustee shall notify the Certificateholder in writing of any appointment of a
successor Paying Agent, Authenticating Agent or Certificate Registrar within
five Business Days thereof.


 


ARTICLE V.


 


AUTHORITY AND DUTIES OF OWNER TRUSTEE


 


SECTION 5.1.        General
Authority.


 


The Owner Trustee is authorized and directed to execute and deliver the
Basic Documents to which the Owner Trust is to be a party and each certificate
or other document required to be executed on behalf of the Owner Trust that is
attached as an exhibit to or contemplated by the Basic Documents or any
amendment thereto or other agreement, in each case, in such form as the
Depositor shall approve.  In addition to
the foregoing and subject to subsection 5.3(a), the Owner Trustee
is authorized to take all actions required to be taken on behalf of the Owner
Trust pursuant to the Basic Documents. 
Subject to subsection 5.3(a), the Owner Trustee is further
authorized from time to time to take such action as the Administrator directs
in writing with respect to the Basic Documents, except to the extent that the
Basic Documents expressly require the consent of the Depositor for such action.


 


11





















 


SECTION 5.2.        General Duties.


 


It shall be the duty of the Owner Trustee to discharge (or cause to be
discharged) all of its responsibilities pursuant to the terms of this Agreement
and the other Basic Documents and to administer the Owner Trust in the interest
of the Certificateholder, subject to the Basic Documents and in accordance with
the provisions of this Agreement. 
Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the other Basic
Documents to the extent the Administrator has agreed in the Deposit and
Administration Agreement to perform any act or to discharge any duty of the
Owner Trustee or the Owner Trust hereunder or under any other Basic Document,
and the Owner Trustee shall not be liable for the default or failure of the
Administrator to carry out its obligations under the Deposit and Administration
Agreement.


 


SECTION 5.3.        Action
upon Instruction.


 


(a)           The
Certificateholder may, by written instruction, direct the Owner Trustee in the
management of the Owner Trust.  Such
direction may be exercised at any time by written instruction of the
Certificateholder.  The Owner Trustee
shall follow the directions of the Certificateholder, including, without
limitation, with respect to matters covered under Sections 4.1 and 5.1.


 


(b)           Notwithstanding the
foregoing, the Owner Trustee shall not be required to take any action hereunder
or under any other Basic Document if the Owner Trustee shall reasonably
determine, or shall have been advised by counsel in writing, that such action
is likely to result in personal liability to the Owner Trustee (in such
capacity or individually), is contrary to the terms of this Agreement or any
other Basic Document or is contrary to law.


 


(c)           Whenever the Owner Trustee
is unable to decide between alternative courses of action permitted or required
by the terms of this Agreement or any other Basic Document or is unsure as to
the application of any provision of this Agreement or any other Basic Document,
or if any such provision is ambiguous as to its application, or is, or appears
to be, in conflict with any other applicable provision, or in the event that
this Agreement permits any determination by the Owner Trustee or is silent or
is incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee shall give
notice (in such form as shall be appropriate under the circumstances) to the
Certificateholder requesting instruction as to the course of action to be
adopted, and to the extent the Owner Trustee acts in good faith in accordance
with any written instruction of the Certificateholder received, the Owner
Trustee shall not be liable on account of such action to any Person.  If the Owner Trustee shall not have received
appropriate instruction within ten days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking such action, not inconsistent with this Agreement or the
other Basic Documents, as it shall deem to be in the best interests of the
Certificateholder, and shall have no liability to any Person for such action or
inaction.


 


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SECTION 5.4.        No
Duties Except as Specified in this Agreement or in Instructions.


 


The Owner Trustee shall undertake to perform such duties and only such
duties as are specifically set forth in this Agreement and the other Basic
Documents, and no implied covenants or obligations shall be read into this
Agreement or the other Basic Documents. 
The Owner Trustee shall not have any duty or obligation to manage, make
any payment with respect to, register, record, sell, dispose of, or otherwise
deal with the Owner Trust Estate, or to otherwise take or refrain from taking
any action under, or in connection with, any document contemplated hereby to
which the Owner Trustee is a party, except as expressly provided by the terms
of this Agreement or in any document or written instruction received by the
Owner Trustee pursuant to Section 5.3; and no implied duties or
obligations shall be read into this Agreement or any other Basic Document
against the Owner Trustee.  The Owner Trustee
shall have no responsibility for filing any financing or continuation statement
in any public office at any time or to otherwise perfect or maintain the
perfection of any security interest or lien granted to it hereunder or to
prepare or file any filing for the Owner Trust with the Securities and Exchange
Commission or to record this Agreement or any other Basic Document.  The Owner Trustee nevertheless agrees that it
will, at its own cost and expense, promptly take all action as may be necessary
to discharge any Liens on any part of the Owner Trust Estate that result from
actions by, or claims against, the Owner Trustee, in its individual capacity,
that are not related to the ownership or the administration of the Owner Trust
Estate.


 


SECTION 5.5.        No
Action Except under Specified Documents or Instructions.


 


The Owner Trustee shall not manage, control, use, sell, dispose of or
otherwise deal with any part of the Owner Trust Estate except (i) in
accordance with the powers granted to and the authority conferred upon the
Owner Trustee pursuant to this Agreement, (ii) in accordance with the
Basic Documents, and (iii) in accordance with any document or instruction
delivered to the Owner Trustee pursuant to Section 5.3.


 


SECTION 5.6.        Restrictions.


 


The Owner Trustee shall not (a) take any action that is
inconsistent with the purposes of the Owner Trust set forth in Section 2.3
or (b) take any action or amend this Agreement in any manner that, to the
actual knowledge of a responsible officer of the Owner Trustee, would result in
the Owner Trust becoming taxable as a corporation for United States federal
income tax purposes.  The
Certificateholder shall not direct the Owner Trustee to take action that would
violate the provisions of this Section.


 


SECTION 5.7.        Doing
Business in Other Jurisdictions.


 


Notwithstanding anything contained herein to the contrary, the Owner
Trustee shall not be required to take any action in any jurisdiction other than
in the State of Delaware, other than as set forth in the last sentence of this Section 5.7,
if the taking of such action will (i) require the consent or approval or
authorization or order of or the giving of notice to, or the


 


13





















 


registration with or the taking of any other action
in respect of, any state or other governmental authority or agency of any
jurisdiction other than the State of Delaware; (ii) result in any fee, tax
or other governmental charge under the laws of any jurisdiction or any
political subdivisions thereof in existence on the date hereof other than the
State of Delaware becoming payable by the Owner Trustee; or (iii) subject
the Owner Trustee to personal jurisdiction in any jurisdiction other than the
State of Delaware for causes of action arising from acts unrelated to the
consummation of the transactions by the Owner Trustee, as the case may be,
contemplated hereby.  The Owner Trustee
shall be entitled to obtain advice of counsel (which advice shall be an expense
of the Depositor) to determine whether any action required to be taken pursuant
to this Agreement results in the consequences described in clauses (i), (ii) and
(iii) of the preceding sentence.  In
the event that said counsel advises the Owner Trustee that such action will
result in such consequences, the Owner Trustee will, at the expense of the
Depositor, appoint an additional trustee pursuant to Section 9.5 to
proceed with such action.


 


ARTICLE VI.


 


CONCERNING OWNER TRUSTEE


 


SECTION 6.1.        Acceptance
of Trusts and Duties.


 


The Owner Trustee accepts the trusts hereby created and agrees to
perform its duties hereunder with respect to such trusts but only upon the
terms of this Agreement.  The Owner
Trustee also agrees to disburse all moneys actually received by it constituting
part of the Owner Trust Estate upon the terms of the other Basic Documents and
this Agreement.  The Owner Trustee shall
not be answerable or accountable hereunder or under any other Basic Document
under any circumstances, except (i) for its own willful misconduct, bad
faith or gross negligence or (ii) in the case of the breach of any
representation or warranty contained in Section 6.3 expressly made
by the Owner Trustee.  In particular, but
not by way of limitation (and subject to the exceptions set forth in the
preceding sentence):


 


(a)           The Owner Trustee
shall not be liable for any error of judgment made in good faith by a
responsible officer of the Owner Trustee unless it is proved that the Owner
Trustee was grossly negligent in ascertaining the pertinent facts;


 


(b)           The Owner Trustee
shall not be liable with respect to any action it takes or omits to take in
good faith in accordance with the instructions of the Certificateholder given
pursuant to Section 5.3;


 


(c)           No provision of this
Agreement or any other Basic Document shall require the Owner Trustee to expend
or risk funds or otherwise incur any financial liability in its own performance
of any of its rights or powers hereunder or under any other Basic Document if
the Owner Trustee shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not assured
or provided to it;


 


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(d)           Under no
circumstances shall the Owner Trustee be liable for indebtedness evidenced by
or arising under any of the Basic Documents, including the principal of and
interest on the Notes;


 


(e)           The Owner Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Agreement or for the due execution hereof by the Depositor or
for the form, character, genuineness, sufficiency, value or validity of any of
the Owner Trust Estate or for or in respect of the validity or sufficiency of
the Basic Documents, other than the certificate of authentication on the
Certificate, shall not be accountable for the use or application by the
Depositor of the proceeds from the Certificate, and the Owner Trustee shall in
no event assume or incur any liability, duty or obligation to any Noteholder or
to the Certificateholder, other than as expressly provided for herein and in
the other Basic Documents;


 


(f)            The Owner Trustee
shall not be liable for the default or misconduct of the Indenture Trustee, the
Administrator or the Servicer under any of the Basic Documents or otherwise,
and the Owner Trustee shall have no obligation or liability to perform the
obligations to be performed on behalf of the Owner Trust under this Agreement
or the other Basic Documents that are required to be performed by the
Administrator under the Deposit and Administration Agreement or the Indenture
Trustee under the Indenture;


 


(g)           The Owner Trustee
shall be under no obligation to exercise any of the rights or powers vested in
it by this Agreement, or to institute, conduct or defend any litigation under
this Agreement or otherwise or in relation to this Agreement or any other Basic
Document, at the request, order or direction of the Certificateholder, unless
the Certificateholder has offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby.  The right of the Owner Trustee to perform any
discretionary act enumerated in this Agreement or in any other Basic Document
shall not be construed as a duty, and the Owner Trustee shall not be answerable
for other than its gross negligence, bad faith or willful misconduct in the
performance of any such act; and


 


(h)           The Owner Trustee,
upon receipt of any resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Owner Trustee that
shall be specifically required to be furnished pursuant to any provision of
this Agreement or the other Basic Documents, shall examine them to determine
whether they conform to the requirements of this Agreement or such other Basic
Document; provided, however, that the Owner Trustee shall not
be responsible for the accuracy or content of any such resolution, certificate,
statement, opinion, report, document, order or other instrument furnished to
the Owner Trustee pursuant to this Agreement or the other Basic Documents.


 


SECTION 6.2.        Furnishing
of Documents.


 


The Owner Trustee shall furnish to the Certificateholder promptly upon
receipt of a written request therefor, duplicates or copies of all reports,
notices, requests, demands,


 


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certificates, financial statements and any
other instruments furnished to the Owner Trustee under the Basic Documents.


 


SECTION 6.3.        Representations
and Warranties of the Owner Trustee.


 


Wilmington Trust Company, in its individual capacity, hereby represents
and warrants to the Depositor, for the benefit of the Certificateholder, that:


 


(a)           It is a banking
corporation duly organized and validly existing in good standing under the laws
of the State of Delaware and having an office within the State of
Delaware.  It has all requisite corporate
power, authority and legal right to execute, deliver and perform its
obligations under this Agreement.


 


(b)           It has taken all
corporate action necessary to authorize the execution and delivery by it of
this Agreement, and this Agreement will be executed and delivered by one of its
officers who is duly authorized to execute and deliver this Agreement on its
behalf.


 


(c)           Neither the
execution nor the delivery by it of this Agreement, nor the consummation by it
of the transactions contemplated hereby nor compliance by it with any of the
terms or provisions hereof will contravene any federal or Delaware law,
governmental rule or regulation governing the banking or trust powers of
the Owner Trustee or any judgment, writ, decree or order applicable to it, or
constitute any default under its charter documents or by-laws or, with or
without notice or lapse of time, any indenture, mortgage, contract, agreement
or instrument to which it is a party or by which any of its properties may be
bound.


 


(d)           The execution,
delivery and performance by Wilmington Trust Company of this Agreement does not
require the authorization, consent, or approval of, the giving of notice to,
the filing or registration with, or the taking of any other action in respect
of, any governmental authority or agency of the State of Delaware or the United
States of America regulating the corporate trust activities of Wilmington Trust
Company.


 


(e)           This Agreement has
been duly authorized, executed and delivered by Wilmington Trust Company and
shall constitute the legal, valid, and binding agreement of Wilmington Trust
Company, enforceable in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization and other laws
affecting the rights of creditors generally, and by general principles of
equity regardless of whether enforcement is pursuant to a proceeding in equity
or at law.


 


(f)            It will comply with
all of the requirements of Section 3807(a) of the Statutory Trust Act
relating to the qualification of a trustee for a Delaware statutory trust.


 


SECTION 6.4.        Reliance;
Advice of Counsel.


 


(a)           The Owner Trustee
shall incur no liability to anyone in acting upon any signature, instrument,
notice, resolution, request, consent, order, certificate, report, opinion, bond


 


16





















 


or other document or paper believed by it to
be genuine and believed by it to be signed by the proper party or parties.  The Owner Trustee may accept a certified copy
of a resolution of the board of directors or other governing body of any
corporate party as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect.  As to any fact or matter the method of the
determination of which is not specifically prescribed herein, the Owner Trustee
may for all purposes hereof rely on a certificate, signed by the president or
any vice president or by the treasurer, secretary or other authorized officers
of the relevant party, as to such fact or matter, and such certificate shall
constitute full protection to the Owner Trustee for any action taken or omitted
to be taken by it in good faith in reliance thereon.


 


(b)           In the exercise or
administration of the trusts hereunder and in the performance of its duties and
obligations under this Agreement or the other Basic Documents, the Owner
Trustee (i) may act directly or through its agents or attorneys pursuant
to agreements entered into with any of them, and the Owner Trustee shall not be
liable for the conduct or misconduct of such agents or attorneys if such agents
or attorneys shall have been selected by the Owner Trustee with due care and (ii) may
consult with counsel, accountants and other skilled persons knowledgeable in
the relevant area to be selected with reasonable care and employed by it.  The Owner Trustee shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the
written opinion or advice of any such counsel, accountants or other such
persons and not contrary to this Agreement or any other Basic Document.


 


SECTION 6.5.        Not
Acting in Individual Capacity.


 


Except as provided in this Article VI, in accepting the
trusts hereby created, Wilmington Trust Company, not in its individual capacity
but solely as Owner Trustee for the Target Credit Card Owner Trust 2005-1, acts
solely as the Owner Trustee hereunder and not in its individual capacity and
all Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Agreement or any other Basic Document shall
look only to the Owner Trust Estate for payment or satisfaction thereof.


 


SECTION 6.6.        Owner
Trustee May Own Notes.


 


The Owner Trustee in its individual or any other capacity may become
the owner or pledgee of the Notes and may deal with the Depositor, the
Indenture Trustee and the Servicer in banking transactions with the same rights
as it would have if it were not the Owner Trustee.


 


ARTICLE VII.


 


COMPENSATION OF OWNER TRUSTEE


 


SECTION 7.1.        Owner
Trustee’s Fees and Expenses.


 


The Owner Trustee shall receive as compensation for its services
hereunder such fees as have been separately agreed upon before the date hereof
between the Depositor and the Owner Trustee, and the Owner Trustee shall be
entitled to be reimbursed by the Depositor for its


 


17





















 


other reasonable expenses hereunder,
including the reasonable compensation, expenses and disbursements of such
agents, representatives, experts and counsel as the Owner Trustee may employ in
connection with the exercise and performance of its rights and its duties
hereunder except any such expenses as may arise from its gross negligence,
willful misfeasance, or bad faith or that is the responsibility of the
Certificateholder under this Agreement. 
In no event shall the compensation and reimbursement obligations of the
Depositor specified above be satisfied out of the Owner Trust Estate.


 


SECTION 7.2.        Indemnification.


 


The Depositor shall be liable as primary obligor for, and shall
indemnify the Owner Trustee (in such capacity or individually) and its
successors, assigns, agents and servants (collectively, the “Indemnified
Parties”) from and against, any and all liabilities, obligations, losses,
damages, taxes, claims, actions and suits, and any and all reasonable costs,
expenses and disbursements (including reasonable legal fees and expenses) of
any kind and nature whatsoever (collectively, “Expenses”) which may at
any time be imposed on, incurred by, or asserted against the Owner Trustee or
any Indemnified Party in any way relating to or arising out of this Agreement,
the other Basic Documents, the Owner Trust Estate, the administration of the
Owner Trust Estate or the action or inaction of the Owner Trustee hereunder,
except only that the Depositor shall not be liable for or required to indemnify
the Owner Trustee from and against Expenses arising or resulting from any of
the matters described in the third sentence of Section 6.1.  The indemnities contained in this Section shall
survive the resignation or termination of the Owner Trustee or the termination
of this Agreement.  If any suit, action,
proceeding (including any governmental or regulatory investigation), claim or
demand shall be brought or asserted against any Indemnified Party in respect of
which indemnity may be sought pursuant to this Section 7.2, such
Indemnified Party shall promptly notify the Depositor in writing, and the
Depositor upon request of the Indemnified Party shall retain counsel reasonably
satisfactory to the Indemnified Party (or, with the consent of the Depositor,
counsel selected by the Indemnified Party acceptable to the Depositor) to
represent the Indemnified Party and any others the Depositor may designate in
such proceeding and shall pay the reasonable fees and expenses of such counsel
related to such proceeding.  The
Depositor shall not be liable for any settlement of any claim or proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the Depositor agrees to indemnify
any Indemnified Party from and against any loss or liability by reason of such
settlement or judgment.  The Depositor
shall not, without the prior written consent of the Indemnified Party, effect any
settlement of any pending or threatened proceeding in respect of which any
Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such proceeding. 
In no event shall the indemnification obligations of the Depositor
specified above be satisfied out of the Owner Trust Estate.


 


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SECTION 7.3.        Payments
to Owner Trustee.


 


Any amounts paid to the Owner Trustee pursuant to this Article VII
shall be deemed not to be a part of the Owner Trust Estate immediately after
such payment.


 


ARTICLE VIII.


 


TERMINATION OF TRUST AGREEMENT


 


SECTION 8.1.        Termination
of Trust Agreement.


 


(a)           The Owner Trust
shall terminate upon the final distribution by the Owner Trustee of all moneys
or other property or proceeds of the Owner Trust Estate in accordance with the
terms of the Indenture, the Deposit and Administration Agreement and the
Statutory Trust Act.  Any money or other
property held as part of the Owner Trust Estate following such distribution,
after satisfaction of all liabilities of the Owner Trust in accordance with Section 3808
of the Statutory Trust Act, shall be distributed to the Certificateholder.  The bankruptcy, death, incapacity,
liquidation, dissolution or termination of the Depositor or Certificateholder
(or any other beneficiary) shall not (x) operate to revoke or terminate this
Agreement or the Owner Trust, or (y) entitle the Certificateholder’s (or any
other beneficiary) legal representatives to claim an accounting or to take any
action or proceeding in any court for a partition or winding up of all or any
part of the Owner Trust or Owner Trustee Estate or (z) otherwise affect the
rights, obligations and liabilities of the parties hereto.


 


(b)           Except as provided
in subsections 8.1(a) or 8.1(c), neither the Depositor nor
the Certificateholder shall be entitled to revoke or terminate the Owner Trust.


 


(c)           Except as provided
in this subsection 8.1(c), neither the Depositor nor the
Certificateholder shall be entitled to revoke or terminate the Owner Trust or
this Agreement.  The Depositor and the
Owner Trustee acknowledge that the Indenture Trustee, on behalf of the
Noteholders, is a third-party beneficiary of this Agreement and shall be
entitled to enforce the terms of this Agreement to the same extent as if it was
a signatory hereto.  For so long as the
Notes are Outstanding, neither the Owner Trust nor this Agreement shall be
revoked without the prior written consent of the Indenture Trustee.  The Depositor and the Owner Trustee
acknowledge that the Indenture Trustee, as an agent of the Noteholders,
maintains a legitimate interest in ensuring that the Owner Trust is not revoked
prior to the fulfillment of the Owner Trust objectives.  In no event may this Agreement be amended
without the prior written consent of the Indenture Trustee if the effect of
such amendment is the revocation or termination of this Owner Trust other than
in accordance with this Section 8.1.  Upon the winding up and dissolution of the
Owner Trust in accordance with the Statutory Trust Act, the Owner Trustee shall
cause the Certificate of Trust to be canceled by filing a certificate of
cancellation with the Secretary of State in accordance with the provisions of Section 3810
of the Statutory Trust Act and thereupon the Owner Trust and this Agreement
(other than Article VII) shall terminate.


 


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ARTICLE IX.


 


SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER
TRUSTEES


 


SECTION 9.1.        Eligibility
Requirements for Owner Trustee.


 


The Owner Trustee shall at all times be an entity authorized to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal or state
authorities; and having (or having a parent which has) a rating of at least “Baa3”
by Moody’s and at least “BBB-” by Standard & Poor’s, or if not rated,
otherwise satisfactory to each Rating Agency. 
If such entity shall publish reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section, the combined capital
and surplus of such entity shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  In case at any time the Owner Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Owner Trustee shall resign immediately in the manner and with the effect
specified in Section 9.2.  In
addition, at all times the Owner Trustee or a co-trustee shall be a person that
satisfies the requirements of Section 3807(a) of the Statutory Trust
Act.


 


SECTION 9.2.        Resignation
or Removal of Owner Trustee.


 


The Owner Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the
Administrator.  Upon receiving such
notice of resignation, the Administrator shall promptly appoint a successor
Owner Trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Owner Trustee and one copy to the successor
Owner Trustee.  If no successor Owner
Trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Owner
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Owner Trustee.


 


If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 9.1 and shall fail to
resign after written request therefor by the Administrator, or if at any time
the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt
or insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Administrator may remove the Owner
Trustee.  If the Administrator shall
remove the Owner Trustee under the authority of the immediately preceding
sentence, the Administrator shall promptly appoint a successor Owner Trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the outgoing Owner Trustee so removed and one copy of which shall
be delivered to the successor Owner Trustee, and payment of all fees owed to
the outgoing Owner Trustee shall be made to the outgoing Owner Trustee.


 


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Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 9.3 and payment of all fees and
expenses owed to the outgoing Owner Trustee. 
The Administrator shall provide notice of such resignation or removal of
the Owner Trustee to each of the Rating Agencies.


 


SECTION 9.3.        Successor
Owner Trustee.


 


Any successor Owner Trustee appointed pursuant to Section 9.2
shall execute, acknowledge and deliver to the Administrator and to its
predecessor Owner Trustee an instrument accepting such appointment under this
Agreement, and thereupon the resignation or removal of the predecessor Owner
Trustee shall become effective and such successor Owner Trustee, without any
further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor under this Agreement, with
like effect as if originally named as the Owner Trustee.  The predecessor Owner Trustee shall upon
payment of its fees and expenses deliver to the successor Owner Trustee all
documents and statements and monies held by it under this Agreement; and the
Administrator and the predecessor Owner Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully
and certainly vesting and confirming in the successor Owner Trustee all such
rights, powers, duties and obligations.


 


No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.1.


 


Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Administrator shall mail notice of the successor of such
Owner Trustee to the Certificateholder, the Indenture Trustee, the Noteholders
and the Rating Agencies.  If the
Administrator shall fail to mail such notice within 10 days after acceptance of
appointment by the successor Owner Trustee, the successor Owner Trustee shall cause
such notice to be mailed at the expense of the Administrator.  Any successor Owner Trustee appointed
pursuant to this Section 9.3 shall be eligible to act as a trustee
in accordance with Section 3807(a) of the Statutory Trust Act and,
following compliance with this Section, shall become fully vested with the
rights, powers, duties and obligations of its predecessor under this Agreement,
with like effect as if originally named as Owner Trustee.  Any successor Owner Trustee appointed
hereunder shall promptly file an amendment to the Certificate of Trust as
required by the Statutory Trust Act.


 


SECTION 9.4.        Merger
or Consolidation of Owner Trustee.


 


Any corporation into which the Owner Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Owner Trustee shall be a party, or any
entity succeeding to all or substantially all of the corporate trust business
of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided such entity shall be eligible
pursuant to Section 9.1,


 


21





















 


without the execution or filing of any
instrument or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided further that the Owner Trustee shall mail notice of
such merger or consolidation to the Rating Agencies.


 


SECTION 9.5.        Appointment
of Co-Trustee or Separate Trustee.


 


(a)           Notwithstanding any
other provisions of this Agreement, at any time, for the purpose of meeting any
legal requirements of any jurisdiction in which any part of the Owner Trust
Estate may at the time be located, the Administrator and the Owner Trustee
acting jointly shall have the power and shall execute and deliver all instruments
to appoint at the expense of the Depositor one or more Persons approved by the
Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or separate
trustee or separate trustees, of all or any part of the Owner Trust Estate, and
to vest in such Person, in such capacity, such title to the Owner Trust, or any
part thereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Administrator and the
Owner Trustee may consider necessary or desirable.  If the Administrator shall not have joined in
such appointment within 15 days after the receipt by it of a request so to do,
the Owner Trustee alone shall have the power to make such appointment.  No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a successor
trustee pursuant to Section 9.1, and no notice of the appointment
of any co-trustee or separate trustee shall be required pursuant to Section 9.3.


 


Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:


 


(i)            all
rights, powers, duties and obligations conferred or imposed upon the Owner
Trustee shall be conferred upon and exercised or performed by the Owner Trustee
and such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without the
Owner Trustee joining in such act), except to the extent that under any law of
any jurisdiction in which any particular act or acts are to be performed, the
Owner Trustee shall be incompetent or unqualified to perform such act or acts,
in which event such rights, powers, duties and obligations (including the
holding of title to the Owner Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee
or co-trustee, but solely at the direction of the Owner Trustee;


 


(ii)           no
trustee under this Agreement shall be personally liable by reason of any act or
omission of any other trustee under this Agreement; and


 


(iii)          the
Administrator and the Owner Trustee acting jointly may at any time accept the
resignation of or remove any separate trustee or co-trustee.


 


Any notice, request or other writing given to the Owner Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate
trustee or co-trustee shall refer to this Agreement and the conditions of this
Article.  Each separate trustee and
co-trustee, upon its


 


22





















 


acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of appointment,
either jointly with the Owner Trustee or separately, as may be provided
therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Owner Trustee.  Each such instrument shall be filed with the
Owner Trustee and a copy thereof given to the Administrator.


 


Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. 
If any separate trustee or co-trustee shall become incapable of acting,
resign or be removed, all of its estates, properties, rights, remedies and
trusts shall vest in and be exercised by the Owner Trustee, to the extent
permitted by law, without the appointment of a new or successor trustee.


 


(b)           If, at any time, the
Owner Trustee shall no longer satisfy the requirements of Section 3807(a) of
the Statutory Trust Act, the Owner Trustee and the Administrator acting jointly
shall appoint a co-trustee that meets the requirements of Section 3807(a) of
the Statutory Trust Act.  Upon acceptance
of such appointment, the Owner Trustee and the co-trustee appointed pursuant to
this subsection 9.5(b) shall promptly file an amendment to the
Certificate of Trust as required by the Statutory Trust Act.


 


ARTICLE X.


 


MISCELLANEOUS


 


SECTION 10.1.      Supplements
and Amendments.


 


This Agreement may be amended by the Depositor and the Owner Trustee,
with prior written notice to the Rating Agencies, without the consent of the
Indenture Trustee, any of the Noteholders or the Certificateholder, to cure any
ambiguity or defect, to correct or supplement any provisions in this Agreement
or for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions in this Agreement or of modifying in any
manner the rights of the Noteholders or the Certificateholder; provided, however, that such amendment
will not (i) as evidenced by an Officer’s Certificate of the Depositor
addressed and delivered to the Owner Trustee and the Indenture Trustee,
materially and adversely affect the interest of any Noteholder or the Owner
Trust or significantly change any of the Owner Trust’s permitted activities as
described in Section 2.3 and (ii) as evidenced by an Opinion
of Counsel addressed and delivered to the Owner Trustee and the Indenture Trustee,
cause the Owner Trust to be classified as an association (or a publicly traded
partnership) taxable as a corporation for federal income tax purposes;
provided, further, that the Depositor shall deliver written notice of such
amendments to each Rating Agency prior to the execution of any such amendment.


 


This Agreement may also be amended from time to time by the Depositor
and the Owner Trustee, with prior written notice to the Rating Agencies, with
the prior written consent of the Holders of Notes evidencing not less than a
majority of the Outstanding Amount of the


 


23





















 


Notes for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or modifying in any manner the rights of the Noteholders or the
Certificateholder; provided that
no such amendment shall (a) increase or reduce in any manner the amount
of, or accelerate or delay the timing of, collections of payments in respect of
the Collateral Certificate or distributions that shall be required to be made
for the benefit of the Noteholders or the Certificateholder, or (b) reduce
the aforesaid percentage of the Outstanding Amount of the Notes, the Holders of
which are required to consent to any such amendment.


 


Promptly after the execution of any amendment or consent, the Owner
Trustee shall furnish written notification of the substance of such amendment
or consent to the Certificateholder, the Indenture Trustee and each of the
Rating Agencies.


 


It shall not be necessary for the consent of the Noteholders pursuant
to this Section to approve the particular form of any proposed amendment
or consent, but it shall be sufficient if such consent shall approve the
substance thereof.


 


Prior to the execution of any amendment to this Agreement, the Owner
Trustee shall be entitled to receive and rely upon an Opinion of Counsel
stating that the execution of such amendment is authorized or permitted by this
Agreement and that all conditions precedent to the execution of such amendment
have been met.  The Owner Trustee may,
but shall not be obligated to, enter into any such amendment which affects the
Owner Trustee’s own rights, duties or immunities under this Agreement or
otherwise.


 


SECTION 10.2.      No
Legal Title to Owner Trust Estate in Certificateholder.


 


The Certificateholder shall not have legal title to any specific
property in the Owner Trust Estate.  No
transfer, by operation of law or otherwise, of any right, title or interest of
the Certificateholder to and in its ownership interest in the Owner Trust
Estate shall operate to terminate this Agreement or the trusts hereunder or
entitle any transferee to an accounting or to the transfer to it of legal title
to any specific property in the Owner Trust Estate.


 


SECTION 10.3.      Limitations
on Rights of Others.


 


The provisions of this Agreement are solely for the benefit of the
Owner Trustee, the Depositor, the Certificateholder and, to the extent
expressly provided herein, the Indenture Trustee, the Administrator and the
Noteholders, and nothing in this Agreement, whether express or implied, shall
be construed to give to any other Person any legal or equitable right, remedy
or claim in the Owner Trust Estate or under or in respect of this Agreement or
any covenants, conditions or provisions contained herein.


 


SECTION 10.4.      Notices.


 


Unless otherwise expressly specified or permitted by the terms hereof,
all notices shall be in writing and shall be deemed given upon receipt
personally delivered, delivered by overnight courier or mailed certified mail,
return receipt requested and shall be deemed to have


 


24





















 


been duly given upon receipt, if to the Owner
Trustee, addressed to Wilmington Trust Company, Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration, Reference - Target Credit Card Owner Trust 2005-1, if to the
Depositor, addressed to, Target Receivables Corporation, 1000 Nicollet Mall,
TPS 3136, Minneapolis, Minnesota 55403, Attention: General Counsel, or, as to
each party, at such other address as shall be designated by such party in a
written notice to each other party.


 


SECTION 10.5.      Severability.


 


Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


SECTION 10.6.      Separate
Counterparts.


 


This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.


 


SECTION 10.7.      Successors
and Assigns.


 


All covenants and agreements contained herein shall be binding upon,
and inure to the benefit of, the Depositor, the Owner Trustee and its
successors and the Certificateholder and its successors and permitted assigns,
all as herein provided.  Any request,
notice, direction, consent, waiver or other instrument or action by the Certificateholder
shall bind the successors and assigns of the Certificateholder.


 


SECTION 10.8.      Nonpetition
Covenants.


 


Notwithstanding any prior termination of the Owner Trust or this
Agreement, each of the Owner Trustee (not in its individual capacity) and the
Certificateholder, by its acceptance of the Certificate, covenants and agrees
that, to the fullest extent permitted by applicable law, it shall not at any
time with respect to the Owner Trust or the Master Trust, acquiesce, petition
or otherwise invoke or cause the Owner Trust or the Master Trust to invoke the
process of any court or government authority for the purpose of commencing or
sustaining a case against the Owner Trust, the Master Trust or, in the case of
the Owner Trustee, the Depositor under any Federal or state bankruptcy, insolvency
or similar law or appointing a receiver, conservator, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Owner Trust,
the Master Trust or the Depositor (in the case of the Owner Trustee) or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Owner Trust, the Master Trust or the Depositor (in the case
of the Owner Trustee); provided, however,
that this Section 10.8 shall not operate to preclude any remedy
described in Article V of the Indenture.


 


25





















 


SECTION 10.9.      No Recourse.


 


The Certificateholder by accepting the Certificate acknowledges that
the Certificate does not represent an interest in or obligation of the Depositor,
the Administrator, the Owner Trustee (in its individual capacity), the
Indenture Trustee or any Affiliate thereof, and no recourse may be had against
such parties or their assets, or against the assets pledged under the
Indenture.


 


SECTION 10.10.    Headings.


 


The headings of the various Articles and Sections herein are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.


 


SECTION 10.11.    GOVERNING LAW.


 


THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


SECTION 10.12.    Depositor
Payment Obligation.


 


The Depositor shall be responsible for payment of the Administrator’s
fees under the Deposit and Administration Agreement and shall reimburse the
Administrator for all expenses and liabilities of the Administrator incurred
thereunder.


 


SECTION 10.13.    Acceptance
of Terms of Agreement.


 


THE RECEIPT AND ACCEPTANCE OF THE CERTIFICATE BY THE CERTIFICATEHOLDER,
WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE CERTIFICATEHOLDER OF ALL THE TERMS AND
PROVISIONS OF THIS AGREEMENT, AND SHALL CONSTITUTE THE AGREEMENT OF THE OWNER
TRUST THAT THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING,
OPERATIVE AND EFFECTIVE AS BETWEEN THE OWNER TRUST AND THE CERTIFICATEHOLDER.


 


SECTION 10.14.    Integration
of Documents.


 


This Agreement, together with the Deposit and Administration Agreement,
constitutes the entire agreement of the parties hereto and thereto with respect
to the subject matter hereof and thereof and supercedes all prior agreements
relating to the subject matter hereof and thereof.


 


26





















 


[Signature Page to Follow]


 


27





















 


IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed by their respective officers hereunto duly authorized as of
the day and year first above written.


 


	
   

  	
  WILMINGTON
  TRUST COMPANY,

  
	
   

  	
  in its
  individual capacity and as Owner

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TARGET RECEIVABLES CORPORATION,

  
	
   

  	
  as Depositor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


EXHIBIT A


 


TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, THIS CERTIFICATE (OR ANY INTEREST HEREIN) MAY NOT
BE TRANSFERRED BY THE OWNER TO ANY PERSON.


 


TARGET CREDIT CARD OWNER TRUST 2005-1


 


OWNER CERTIFICATE


 


R-1


 


(This Certificate does not represent an
interest in or obligation of Target Receivables Corporation,

or any of its affiliates, except to the extent described below.)


 


THIS CERTIFIES THAT Target Receivables Corporation is the registered
owner of one hundred percent (100%) of the beneficial interest in the Target
Credit Card Owner Trust 2005-1 , a Delaware statutory trust (the “Owner
Trust”) created pursuant to the Target Credit Card Owner Trust 2005-1 Trust
Agreement dated as of [            ],
2005 (the “Trust Agreement”), between Target Receivables Corporation
(the “Depositor”) and Wilmington Trust Company, as owner trustee (the “Owner
Trustee”).  To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Trust Agreement including, as specified in subsection 1.1(a).


 


This Certificate is the duly authorized Certificate evidencing the sole
beneficial interest in the Owner Trust (herein called the “Certificate”).  This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the Certificateholder by virtue of the acceptance hereof
assents and by which the Certificateholder is bound.  Class A Floating Rate Asset-Backed Notes
(the “Class A Notes”) and the Subordinated Interest Certificate
(the “Subordinated Interest” and together with the Class A Notes,
the “Notes”) will be issued under the Indenture dated as of November [   ], 2005 between the Owner Trust and Wells
Fargo Bank, National Association, as Indenture Trustee.


 


Notwithstanding any prior termination of the Trust Agreement, the
Certificateholder, by its acceptance of this Certificate, covenants and agrees
that it shall not at any time with respect to the Owner Trust, the Depositor or
the Master Trust, acquiesce, petition or otherwise invoke or cause the Owner
Trust, the Depositor or the Master Trust to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Owner Trust, the Depositor or the Master Trust, under any Federal or state
bankruptcy, insolvency or similar law or appointing a receiver, conservator,
liquidator, assignee, trustee, custodian, sequestrator or other similar
official of the Owner Trust, the Depositor or the Master Trust, or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Owner Trust, the Depositor or the Master Trust.


 


1





















 


Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual signature,
this Certificate shall not entitle the Holder hereof to any benefit under the
Trust Agreement or the Deposit and Administration Agreement or be valid for any
purpose.


 


THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE
OBLIGATIONS, RIGHTS, AND REMEDIES OF THE OWNER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.


 


IN WITNESS WHEREOF, the Owner Trust has caused this Certificate to be
duly executed.


 


	
   

  	
  TARGET
  CREDIT CARD OWNER

  
	
   

  	
  TRUST 2005-1

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON
  TRUST COMPANY,

  
	
   

  	
   

  	
  not in its
  individual capacity

  
	
   

  	
   

  	
  but solely
  as Owner Trustee for the

  
	
   

  	
   

  	
  Target
  Credit Card Owner Trust 2005-1

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
  ,

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


2





















 


CERTIFICATE OF AUTHENTICATION


 


This is the Certificate referred to in the within-mentioned Trust
Agreement.


 


 


	
  WILMINGTON
  TRUST COMPANY,

  not in its individual capacity

  but solely as Owner Trustee for the

  Target Credit Card Owner Trust 2005-1

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


3





















 


ANNEX 1 TO EXHIBIT A


 


Registered Owner
and address:


 


Target Receivables Corporation

1000 Nicollet Mall

TPS 3136

Minnesota, Minneapolis 55403


 


 


Tax
Identification Number: 41-1812153


 


1





















 


EXHIBIT B


 


FORM OF

CERTIFICATE OF TRUST OF

TARGET CREDIT CARD OWNER TRUST 2005-1


 


THIS Certificate of Trust of Target Credit Card Owner Trust 2005-1 (the
“Trust”), is being duly executed and filed by the undersigned, as
trustee, to form a statutory trust under the Delaware Statutory Trust Act (12
Del. C., section 3801 et seq.) (the “Act”).


 


1.             Name.  The name of the statutory trust created
hereby is Target Credit Card Owner Trust 2005-1.


 


2.             Delaware Trustee.  The name and business address of the trustee
of the Trust in the State of Delaware is Wilmington Trust Company, located at
Rodney Square North, 1100 North Market Street, Wilmington, Delaware, 19890-001,
Attention: Corporate Trust Administration.


 


3.             Effective Date.  This Certificate of Trust shall be effective
[            ],
2005.


 


IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.


 


 


	
   

  	
  WILMINGTON
  TRUST COMPANY,

  
	
   

  	
  as trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: