Exhibit 4(e)


 




 


 





TARGET CREDIT
CARD OWNER TRUST 2005-1


 


 


Class A
Floating Rate Asset-Backed Notes


 


 










 


INDENTURE


 


 


Dated as of November    ,
2005


 










 


 


WELLS FARGO
BANK, NATIONAL ASSOCIATION


 


as Indenture
Trustee, Securities Intermediary and Transfer Agent


 




 





 





















 


TABLE OF
CONTENTS


 


	
  ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.2

  	
  Incorporation by Reference of Trust Indenture Act

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.3

  	
  Usage
  of Terms

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.4

  	
  Calculations of Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II THE NOTES

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
  Form

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.2

  	
  Execution, Authentication and Delivery

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.3

  	
  Temporary Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.4

  	
  Registration of Transfer and Exchange

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.5

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.6

  	
  Persons Deemed Owner

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.7

  	
  Payment of Principal and Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.8

  	
  Cancellation

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.9

  	
  Defeasance

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.10

  	
  Book-Entry Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.11

  	
  Notices to Clearing Agency

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.12

  	
  Definitive Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.13

  	
  Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.14

  	
  Appointment of Paying Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.15

  	
  CUSIP Numbers

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.16

  	
  Determination of LIBOR

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III COVENANTS

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
  Payment of Principal and Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.2

  	
  Maintenance of Office or Agency

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.3

  	
  Money for Payments To Be Held in Trust

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.4

  	
  Existence

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.5

  	
  Protection of Owner Trust Estate

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.6

  	
  Opinions as to Owner Trust Estate

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.7

  	
  Performance of Obligations; Servicing of
  Collateral Certificate

  	
   

  



 


i





















 


	
  SECTION 3.8

  	
  Negative Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.9

  	
  Annual Statement as to Compliance

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.10

  	
  The Issuer May Consolidate, Etc. Only
  on Certain Terms

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.11

  	
  Successor or Transferee

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.12

  	
  No Other Business

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.13

  	
  No Borrowing

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.14

  	
  Administrator’s Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.15

  	
  Guarantees, Loans, Advances and Other
  Liabilities

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.16

  	
  Capital Expenditures

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.17

  	
  Restricted Payments

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.18

  	
  Notice of Events of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.19

  	
  Further Instruments and Acts

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.20

  	
  Removal of Administrator

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.21

  	
  Representations and Warranties of the
  Issuer with Respect to the Collateral Certificate

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV SATISFACTION AND DISCHARGE

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
  Satisfaction and Discharge of Indenture

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.2

  	
  Application of Trust Money

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.3

  	
  Repayment of Moneys Held by Paying Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.4

  	
  No Revocation or Termination of Issuer
  Without Noteholder Approval

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V EVENTS OF DEFAULT AND
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
  Events of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.2

  	
  Acceleration of Maturity; Rescission and
  Annulment

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.3

  	
  Collection of Indebtedness and Suits for
  Enforcement by the Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.4

  	
  Remedies; Priorities

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.5

  	
  Optional Preservation of the Owner Trust Estate

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.6

  	
  Limitation of Suits

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.7

  	
  Unconditional Rights of Noteholders To Receive Principal and Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.8

  	
  Restoration of Rights and Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.9

  	
  Rights and Remedies Cumulative

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.10

  	
  Delay or Omission Not a Waiver

  	
   

  



 


ii





















 


	
  SECTION 5.11

  	
  Control by Noteholders

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.12

  	
  Waiver of Past Defaults

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.13

  	
  Undertaking for Costs

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.14

  	
  Waiver of Stay or Extension Laws

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.15

  	
  Action on Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.16

  	
  Performance and Enforcement of Certain Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.17

  	
  Sale of Owner Trust Estate

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI THE INDENTURE TRUSTEE

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
  Duties of the Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.2

  	
  Rights of the Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.3

  	
  Individual Rights of the Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.4

  	
  The Indenture Trustee’s Disclaimer

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.5

  	
  Notice of Defaults

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.6

  	
  Reports by the Indenture Trustee to Holders

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.7

  	
  Compensation and Indemnity

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.8

  	
  Replacement of the Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.9

  	
  Successor Indenture Trustee by Merger

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.10

  	
  Appointment of Co-Indenture Trustee or Separate Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.11

  	
  Eligibility; Disqualification

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.12

  	
  Preferential Collection of Claims Against the Issuer

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
  The Issuer To Furnish the Indenture Trustee Names and Addresses of
  the Noteholders

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.2

  	
  Preservation of Information; Communications to the Noteholders

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.3

  	
  Reports by the Administrator

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.4

  	
  Reports by the Issuer

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.5

  	
  Reports by the Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
  Collection of Money

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.2

  	
  Issuer Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.3

  	
  Investment of Funds in the Note Principal Funding Account and the
  Noteholder Reserve Account

  	
   

  



 


iii





















 


	
  SECTION 8.4

  	
  Application of Funds in the Note Principal Funding Account and the
  Noteholder Reserve Account

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.5

  	
  Release of Owner Trust Estate

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.6

  	
  Opinion of Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.7

  	
  Treatment as Financial Assets

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.8

  	
  Powers Coupled With an Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1

  	
  Supplemental Indentures Without Consent of Noteholders

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.2

  	
  Supplemental Indentures with Consent of the Noteholders

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.3

  	
  Effect of Supplemental Indenture

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.4

  	
  Conformity with Trust Indenture Act

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.5

  	
  Reference in Notes to Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.6

  	
  Execution of Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X REDEMPTION OF NOTES

  
	
   

  	
   

  	
   

  
	
  SECTION 10.1

  	
  Redemption

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.2

  	
  Form of Redemption Notice

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.3

  	
  Notes Payable on Redemption Date

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  SECTION 11.1

  	
  Compliance Certificates and Opinions, etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.2

  	
  Form of Documents Delivered to the Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.3

  	
  Actions of Noteholders

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.4

  	
  Notices, etc., to the Indenture Trustee, the Issuer and Rating
  Agencies

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.5

  	
  Notices to Noteholders; Waiver

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.6

  	
  Alternate Payment and Notice Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.7

  	
  Conflict with Trust Indenture Act

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.8

  	
  Effect of Headings and Table of Contents

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.9

  	
  Successors and Assigns

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.10

  	
  Separability

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.11

  	
  Benefits of Indenture

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.12

  	
  [Reserved]

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.13

  	
  GOVERNING LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.14

  	
  Counterparts

  	
   

  



 


iv





















 


	
  SECTION 11.15

  	
  Recording of Indenture

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.16

  	
  Trust Obligation

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.17

  	
  No Petition

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.18

  	
  Inspection

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.19

  	
  Tax Treatment

  	
   

  



 


	
  Exhibit A

  	
  –

  	
  Form of Class A Note

  
	
  Exhibit B

  	
  –

  	
  Form of Subordinated Interest Certificate

  
	
  Exhibit C

  	
  –

  	
  Form of DTC Letter

  
	
  Exhibit D

  	
  –

  	
  Form of Transferee Representation Letter

  



 


v





















 


CROSS
REFERENCE TABLE(1)


 


	
  TIA
  Section

  	
   

  	
  Indenture Section

  
	
  310

  	
  (a)(1)

  	
  6.11

  
	
   

  	
  (a)(2)

  	
  6.11

  
	
   

  	
  (a)(3)

  	
  6.10

  
	
   

  	
  (a)(4)

  	
  N.A.(2)

  
	
   

  	
  (a)(5)

  	
  6.11

  
	
   

  	
  (b)

  	
  6.8; 6.11

  
	
   

  	
  (c)

  	
  N.A.

  
	
  311

  	
  (a)

  	
  6.12

  
	
   

  	
  (b)

  	
  6.12

  
	
   

  	
  (c)

  	
  N.A.

  
	
  312

  	
  (a)

  	
  7.1; 7.2

  
	
   

  	
  (b)

  	
  7.2

  
	
   

  	
  (c)

  	
  7.2

  
	
  313

  	
  (a)

  	
  7.4

  
	
   

  	
  (b)(1)

  	
  7.4

  
	
   

  	
  (b)(2)

  	
  7.4

  
	
   

  	
  (c)

  	
  7.4

  
	
   

  	
  (d)

  	
  7.3

  
	
  314

  	
  (a)

  	
  7.3

  
	
   

  	
  (b)

  	
  3.6

  
	
   

  	
  (c)(1)

  	
  11.1

  
	
   

  	
  (c)(2)

  	
  11.1

  
	
   

  	
  (d)

  	
  11.1

  
	
   

  	
  (e)

  	
  11.1

  
	
   

  	
  (f)

  	
  N.A.

  
	
  315

  	
  (a)

  	
  6.1

  
	
   

  	
  (b)

  	
  6.5; 11.5

  
	
   

  	
  (c)

  	
  6.1

  
	
   

  	
  (d)

  	
  6.1

  
	
   

  	
  (e)

  	
  5.13

  
	
  316

  	
  (a) (last sentence)

  	
  1.1

  
	
   

  	
  (a)(1)(A)

  	
  5.11

  
	
   

  	
  (a)(1)(B)

  	
  5.12

  
	
   

  	
  (a)(2)

  	
  N.A.

  
	
   

  	
  (b)

  	
  5.7

  
	
   

  	
  (c)

  	
  N.A.

  
	
  317

  	
  (a)(1)

  	
  5.3

  
				



 










(1)           Note: This Cross
Reference Table shall not, for any purpose, be deemed to be part of this
Indenture.


 


(2)           N.A. means Not
Applicable.


 


vi





















 


	
  TIA
  Section

  	
   

  	
  Indenture Section

  
	
   

  	
  (a)(2)

  	
  5.3

  
	
   

  	
  (b)

  	
  3.3

  
	
  318

  	
  (a)

  	
  11.7

  
				



 


vii





















 


INDENTURE
dated as of November     , 2005, between TARGET CREDIT
CARD OWNER TRUST 2005-1, a Delaware statutory trust (the “Issuer”), and
WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as
indenture trustee (the “Indenture Trustee”), securities intermediary and
transfer agent and not in its individual capacity.


 


Each party
agrees as follows for the benefit of the other party and for the benefit of the
Noteholders:


 


GRANTING
CLAUSE


 


The Issuer
hereby Grants to the Indenture Trustee at the Closing Date, as Indenture
Trustee for the benefit of the Noteholders, all right, title and interest of
the Issuer in, to and under the following property whether now owned or
hereafter acquired, now existing or hereafter created and wherever located:  all accounts, money, chattel paper, investment
property, instruments, documents, deposit accounts, certificates of deposit,
letters of credit, advices of credit, general intangibles and goods consisting
of, arising from or relating to (a) the Collateral Certificate; (b) all
money, instruments, investment property and other property (together with all
earnings, dividends, distributions, income, issues, and profits relating to),
distributed or distributable in respect of the Collateral Certificate pursuant
to the terms of the Series Supplement, the Pooling and Servicing Agreement
or the Deposit and Administration Agreement; (c) all money, investment property,
instruments and other property on deposit from time to time in, credited to or
related to the Issuer Accounts, and in all interest, dividends, earnings,
income and other distributions from time to time received, receivable or
otherwise distributed to or in respect thereto (including any accrued discount
realized on liquidation of any investment purchased at a discount); (d) all
rights, remedies, powers, privileges and claims of the Issuer under or with
respect to the Collateral Certificate and the Deposit and Administration
Agreement (whether arising pursuant to the terms of the Deposit and
Administration Agreement or otherwise available to the Issuer at law or in
equity), including, without limitation, the rights of the Issuer to enforce the
Pooling and Servicing Agreement, the Series Supplement and the Deposit and
Administration Agreement, and to give or withhold any and all consents,
requests, notices, directions, approvals, extensions or waivers under or with
respect to the Pooling and Servicing Agreement, the Series Supplement or
the Deposit and Administration Agreement to the same extent as the Issuer could
but for the assignment and security interest granted to the Indenture Trustee
for the benefit of the Noteholders; (e) all other property of the Issuer;
and (f) all present and future claims, demands, causes and choses in
action in respect of any or all of the foregoing and all payments on or under
and all proceeds of every kind and nature whatsoever in respect of any or all
of the foregoing, including all proceeds, products, rents, receipts or profits
of the conversion, voluntary or involuntary, into cash or other property, all
cash and non-cash proceeds, and other property consisting of, arising from or
relating to all or any part of any of the foregoing or any proceeds thereof
(collectively, the “Collateral”).


 


The foregoing
Grant is made in trust to secure the payment of principal of and interest on,
and any other amounts owing in respect of, the Notes, equally and ratably


 


1





















 


without prejudice, priority or distinction except as set forth herein,
and to secure compliance with the provisions of this Indenture, all as provided
in this Indenture.


 


The Indenture
Trustee, as trustee on behalf of the Noteholders, acknowledges such Grant,
accepts the trusts under this Indenture in accordance with the provisions of
this Indenture and agrees to perform its duties required in this Indenture to
the end that the interests of the Noteholders and (only to the extent expressly
provided herein) the Certificateholder may be adequately and effectively
protected.


 


On or before November    ,
2005, the Issuer shall cause the Collateral Certificate with an undated bond
power covering such Collateral Certificate, duly executed by the Issuer, and
endorsed in blank, to be delivered to the Indenture Trustee, and the Indenture
Trustee shall maintain possession of the Collateral Certificate for the benefit
of the Class A Noteholders and the Subordinated Interest Holders, subject
to the terms of this Indenture.


 


ARTICLE I


 


DEFINITIONS AND INCORPORATION BY REFERENCE


 


SECTION 1.1         Definitions.  The following terms which are defined in the
Uniform Commercial Code in the State of Delaware shall have the meanings set
forth therein:  “certificated security,” “control,”
“financial asset,” “entitlement order,” “investment property,” “securities
account,” “securities intermediary,” and “security entitlement.”  Whenever used in this Indenture, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:


 


“Act”
has the meaning specified in subsection 11.3(a).


 


“Additional
Class A Notes” has the meaning specified in subsection 2.2(b).


 


“Additional
Issuance Date” has the meaning specified in subsection 2.2(b).


 


“Additional
Subordinated Interests” has the meaning specified in subsection 2.2(b).


 


 “Administrator” means TRC, as
administrator pursuant to the Deposit and Administration Agreement, and its
successors and assigns.


 


“Affiliate”
has the meaning specified in the Pooling and Servicing Agreement.


 


“Authenticating
Agent” has the meaning specified in subsection 2.13(a) and
shall initially be Wells Fargo, and its successors and assigns in such
capacity.


 


2





















 


“Authorized
Officer” means any officer of the Owner Trustee, the Administrator or the
Servicer, who is authorized to act on behalf of the Owner Trustee, the
Administrator or the Issuer, or the Servicer, respectively, and who is
identified as such on the list of authorized officers delivered by each such
party on the Closing Date as such list may be modified by notice to the other
parties.


 


“Available
Amount” means, with respect to each Distribution Date (i) prior to the
defeasance of the Notes pursuant to Section 2.9, an amount equal to
the amount to be paid in respect of the Collateral Certificate pursuant to Section 5.1
of the Series Supplement on such date and (ii) on and after the date
of defeasance of the Notes pursuant to Section 2.9, the amount required
pursuant to Section 8.4 to be deposited into the Note Distribution
Account for such Distribution Date.


 


“Basic
Documents” means this Indenture, the Deposit and Administration Agreement,
the Trust Agreement, the Pooling and Servicing Agreement and the Series Supplement
and other documents and certificates delivered in connection therewith.


 


“Book-Entry
Notes” means beneficial interests in the Notes the ownership and transfers
of which are made through book entries by a Clearing Agency or Foreign Clearing
Agency as described in Section 2.10.


 


“Business
Day” has the meaning specified in the Series Supplement.


 


“Certificate”
means the certificate evidencing the beneficial interest in the Issuer,
substantially in the form attached to the Trust Agreement as Exhibit A.


 


“Certificateholder”
means TRC.


 


“Certificate
Reassignment Date” means the date on which the Collateral Certificate is
repurchased by the Transferor in accordance with the terms of Section 7.1
of the Series Supplement.


 


“Class A
Additional Interest” means with respect to any Distribution Date, an additional
amount of interest payable to the Class A Noteholders, to the extent
permitted by applicable law, equal to the product of (i) the Class A
Interest Rate plus 2.00% per annum, (ii) the
aggregate amount of Class A Monthly Interest Shortfall remaining unpaid
from prior Distribution Dates and (iii) a fraction the numerator of which
is the actual number of days in the related Interest Accrual Period and the
denominator of which is 360.


 


“Class A
Carryover Interest” means, with respect to any Distribution Date, (a) any
Class A Monthly Interest due but not paid to the Class A Noteholders
on any previous Distribution Date plus
(b) any Class A Additional Interest due with respect to such
Distribution Date.


 


“Class A
Defeasance Covered Amount” means, with respect to any Interest Accrual
Period within the Defeasance Period, the product of (a) the Class A
Interest Rate in effect with respect to such Interest Accrual Period, (b) a
fraction the


 


3





















 


numerator of which is the actual number of days in such Interest
Accrual Period and the denominator of which is 360, and (c) the Class A
Note Principal Balance as of the first day of such Interest Accrual Period.


 


“Class A
Expected Final Payment Date” means the October 2010 Distribution Date.


 


“Class A
Interest Rate” means, with respect to any Interest Accrual Period, a per
annum rate equal to LIBOR, as determined on the related LIBOR Determination
Date, plus      %.


 


“Class A
Monthly Interest” has the meaning specified in the Series Supplement.


 


“Class A
Monthly Interest Shortfall” means, with respect to each Distribution Date,
an amount equal to the excess, if any, of (x) the Class A Monthly Interest
for the related Interest Accrual Period over (y) the
amount available to be paid to the Class A Noteholders in respect of
interest on such Distribution Date.


 


“Class A
Noteholder” means a Person in whose name a Class A Note is registered
on the Note Register.


 


“Class A
Noteholders’ Principal Distributable Amount” means, with respect to any
Distribution Date on and after the earlier to occur of (a) the Class A
Expected Final Payment Date and (b) any Note Principal Due Date, the Class A
Note Principal Balance on such Distribution Date.


 


“Class A
Note Initial Principal Balance” means $750,000,000.


 


“Class A
Note Interest Requirement” means, with respect to any Distribution Date,
the sum of (a) the Class A Monthly Interest for such Distribution
Date and (b) the amount of any unpaid Class A Carryover Interest.


 


“Class A
Note Principal Balance” means, with respect to any date, an amount equal to
the excess of (a) the Class A Note Initial Principal Balance plus the aggregate principal amount of Additional Class A
Notes issued prior to such date over (b) the
sum of (i) the aggregate amount of any principal payments made to the Class A
Noteholders pursuant to subsection 2.7(a) prior to such date
and (ii) the aggregate principal amount of Class A Notes acquired by
the Issuer or the Depositor and cancelled pursuant to Section 2.8.


 


“Class A
Notes” means the Issuer’s Class A Floating Rate Asset-Backed Notes (including
any Additional Class A Notes) issued and delivered pursuant to this
Indenture.


 


“Clearing
Agency” has the meaning specified in the Pooling and Servicing Agreement.


 


4





















 


“Clearing
Agency Participant” has the meaning specified in the Pooling and Servicing
Agreement.


 


“Clearstream”
means Clearstream Banking, société anonyme, and its successors.


 


“Closing
Date” has the meaning specified in the Series Supplement.


 


“Code”
has the meaning specified in the Pooling and Servicing Agreement.


 


“Collateral”
has the meaning assigned to such term in the Granting Clause hereof.


 


“Collateral
Certificate” has the meaning specified in the Series Supplement.


 


“Collateral
Certificateholder” means the Issuer, as the holder of the Collateral
Certificate.


 


“Commission”
has the meaning specified in the Pooling and Servicing Agreement.


 


“Corporate
Trust Office” means the principal corporate trust office of the Indenture
Trustee, which as of the date hereof is located at Sixth and Marquette, MAC
N9311-161 Minneapolis, Minnesota 55479, Attention: Corporate Trust
Administration, or the corporate trust office of the Owner Trustee, as
applicable.


 


“Default”
means any occurrence that is, or with notice or the lapse of time or both would
become, an Event of Default.


 


“Defeasance
Period” means the period commencing on (and including) the date of the
deposit, if any, to be made into the Note Principal Funding Account and the Noteholder
Reserve Account pursuant to Section 2.9 and ending on the Class A
Expected Final Payment Date.


 


“Definitive
Notes” means Notes issued in certificated, fully registered form as
provided in Section 2.12.


 


“Deposit
and Administration Agreement” means the deposit and administration
agreement dated as of November     , 2005 between
TRC, as Depositor and Administrator, and the Issuer, as the same may be
amended, supplemented or otherwise modified from time to time.


 


“Depositor”
means TRC in its capacity as Depositor under the Trust Agreement.


 


“Distribution
Date” has the meaning specified in the Series Supplement.


 


5





















 


“DTC”
means The Depository Trust Company.


 


“DTC Letter”
means the DTC Letter of Representations, substantially in the form of Exhibit C
attached hereto.


 


“Early
Amortization Commencement Date” has the meaning specified in the Series Supplement.


 


“Early
Amortization Event” means a Series 2005-1 Early Amortization Event, as
defined in the Series Supplement, or any of the events specified as such
in Section 9.1 of the Pooling and Servicing Agreement.


 


“Early
Amortization Period” has the meaning specified in the Series Supplement.


 


“Eligible
Deposit Account” has the meaning specified in the Pooling and Servicing
Agreement.


 


“Eligible
Institution” has the meaning specified in the Pooling and Servicing
Agreement.


 


“Eligible
Investments” has the meaning specified in the Pooling and Servicing Agreement.


 


“Euroclear
Operator” means Euroclear Bank, S.A./N.V., as operator of the Euroclear
System.


 


“Event of
Default” means an event specified in Section 5.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Executive
Officer” means, with respect to any corporation or bank, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, President,
Executive Vice President, any Vice President, the Secretary or the Treasurer of
such corporation or bank, and with respect to any partnership, any general
partner thereof.


 


“FDIC”
means the Federal Deposit Insurance Corporation or any successor thereto.


 


“Foreign
Clearing Agency” means, collectively, Clearstream and the Euroclear
Operator.


 


“Grant”
means mortgage, pledge, bargain, sell, warrant, alienate, remise, release,
convey, assign, transfer, create, and grant a lien upon and a security interest
in and right of set-off against, deposit, set over and confirm pursuant to this
Indenture.  A Grant of the Owner Trust
Estate or of any other agreement or instrument shall include all rights, powers
and options (but none of the obligations) of the Granting party thereunder,
including the immediate and continuing right to claim for, collect, receive and
give 


 


6





















 


receipt for principal and interest payments and all other moneys
payable thereunder, to give and receive notices and other communications, to
make waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the Granting party or otherwise and generally to do
and receive anything that the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.


 


“Holder”
means, unless the context otherwise requires, the Certificateholder or any
Noteholder.


 


“Indenture
Trustee” means Wells Fargo, in its capacity as indenture trustee pursuant
to this Indenture.


 


“Independent”
means, when used with respect to any specified Person, that the Person (a) is
in fact independent of the Issuer, any other obligor upon the Notes, the
Depositor and any Affiliate of any of the foregoing Persons, (b) does not
have any direct financial interest or any material indirect financial interest
in the Issuer, any such other obligor, the Depositor or any Affiliate of any of
the foregoing Persons and (c) is not connected with the Issuer, any such
other obligor, the Depositor or any Affiliate of any of the foregoing Persons
as an officer, employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions.


 


“Independent
Certificate” means a certificate or opinion to be delivered to the
Indenture Trustee under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.1, made by an
Independent appraiser or other expert appointed by the Issuer and approved by
the Indenture Trustee in the exercise of reasonable care, and such opinion or
certificate shall state that the signer has read the definition of “Independent”
in this Indenture and that the signer is Independent within the meaning
thereof.


 


“Insolvency
Event” means, for a specified Person, (a) the filing of a decree or
order for relief by a court having jurisdiction in the premises in respect of
such Person or any substantial part of its property in an involuntary case
under any applicable Federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver (including any
receiver appointed under the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, as amended), liquidator, assignee, custodian, trustee,
sequestrator or similar official for such Person or for any substantial part of
its property, or ordering the winding-up or liquidation of such Person’s
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or (b) the commencement by such Person of a
voluntary case under any applicable Federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or the consent by such Person to
the entry of an order for relief in an involuntary case under any such law, or
the consent by such Person to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its property, or the
making of such Person of any general assignment for the benefit of creditors,
or the failure by such Person generally to pay its debts as such debts become
due, or the taking of action by such Person in furtherance of any of the
foregoing.


 


7





















 


“Interest
Accrual Period” has the meaning specified in the Series Supplement.


 


“Invested
Amount” has the meaning specified in the Series Supplement.


 


“Issuer”
means Target Credit Card Owner Trust 2005-1, a Delaware statutory trust created
under the Trust Agreement.


 


“Issuer
Accounts” means each of the Note Distribution Account, the Note Principal
Funding Account and the Noteholder Reserve Account.


 


“Issuer
Order” and “Issuer Request” means a written order or request signed
in the name of the Issuer by any of its Authorized Officers and delivered to
the Indenture Trustee and the Paying Agent.


 


“Legal
Maturity Date” means the October 2014 Distribution Date.


 


“LIBOR”
means, with respect to any Interest Accrual Period, the London Interbank
Offered Rate indexed to the offered rates for one-month United States dollar
deposits determined by the Indenture Trustee for each Interest Accrual Period
in accordance with the provisions of subsection 2.16(a).


 


“LIBOR
Determination Date” means (a) for the first Interest Accrual Period, November     ,
2005 and (b) for each subsequent Interest Accrual Period, the second
Business Day prior to the commencement of such subsequent Interest Accrual
Period.


 


“Lien”
means a security interest, lien, charge, pledge or encumbrance of any kind
other than tax liens, mechanics’ liens or any other liens that attach by
operation of law.


 


“Master
Trust” means the Target Credit Card Master Trust created pursuant to the
Pooling and Servicing Agreement.


 


“Master
Trust Trustee” means Wells Fargo, as trustee under the Pooling and
Servicing Agreement and each successor to Wells Fargo in the same capacity.


 


“Monthly
Period” has the meaning specified in the Series Supplement.


 


“Moody’s”
means Moody’s Investors Service, Inc., and its successors and assigns.


 


“Note”
means a Class A Note or the Subordinated Interests.


 


“Note
Distribution Account” means the account designated as such, established and
maintained pursuant to Section 8.2.


 


“Note
Interest Rate” means each of the Class A Interest Rate and the
Subordinated Interest Rate.


 


8





















 


“Note Owner”
means, with respect to a Book-Entry Note, the person who is the owner of such
Book-Entry Note, as reflected on the books of the Clearing Agency or Foreign
Clearing Agency, or on the books of a direct or indirect Clearing Agency
Participant.


 


“Note
Principal Due Date”  means any of (a) the
Series 2005-1 Termination Date, (b) each Special Payment Date and (c) the
date on which the Owner Trust Estate is liquidated following an Event of
Default and acceleration of the Notes.


 


“Note
Principal Funding Account” means the account designated as such, established
and maintained pursuant to Section 8.2.


 


“Note
Register” means the register maintained pursuant to subsection 2.4(a).


 


“Note
Registrar” means the registrar appointed pursuant to subsection 2.4(a).


 


“Noteholder”
means the Person in whose name a Note is registered on the Note Register.


 


“Noteholder
Reserve Account” means the account designated as such, established and
maintained pursuant to Section 8.2.


 


“Officer’s
Certificate” means a certificate signed by the chairman of the board, the
president, the treasurer, the controller, any executive or senior vice
president or any vice president of the Depositor, the Administrator (on behalf
of itself or the Issuer), or the Servicer, as appropriate, meeting the
requirements of Section 11.1.


 


“Opinion of
Counsel” means a written opinion of counsel (who may be counsel to the
Depositor, the Administrator or the Servicer) reasonably acceptable in form and
substance to the Indenture Trustee, meeting the requirements of Section 11.1  (or in the case of an Opinion of Counsel
delivered to the Owner Trustee, reasonably acceptable in form and substance to
the Owner Trustee).


 


“Outstanding”
means, when used with respect to Notes, as of any date of determination, all
Notes theretofore authenticated and delivered under this Indenture except:


 


(a) 
Notes theretofore canceled by the Note Registrar or delivered to the Note
Registrar for cancellation;


 


(b) 
Notes, the payment for which money in the necessary amount has been theretofore
deposited with the Indenture Trustee or any Paying Agent in trust for the related
Noteholders (provided that if such Notes are
to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor, satisfactory to the Indenture Trustee, has
been made); and


 


9





















 


(c) 
Notes in exchange for or in lieu of other Notes which have been authenticated
and delivered pursuant to this Indenture unless proof satisfactory to the
Indenture Trustee is presented that any such Note is held by a bona fide
purchaser;


 


provided
that, in determining whether the Holders of the requisite Outstanding Amount of
Notes have given any request, demand, authorization, direction, notice, consent
or waiver hereunder or under any other Basic Document, Notes owned by the
Issuer, any other obligor upon the Notes, the Depositor or any Affiliate of any
of the foregoing Persons shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Indenture Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Notes that a Responsible Officer of the Indenture
Trustee either actually knows to be so owned or has received written notice
that such Note is so owned shall be so disregarded.  Notes so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee the pledgee’s right so to act with
respect to such Notes and the pledgee is not the Issuer, any other obligor upon
the Notes, the Depositor or any Affiliate of any of the foregoing Persons.  In addition, the Subordinated Interests owned
by the Depositor or any Affiliate of the Depositor shall not be considered to
be “Outstanding.”


 


“Outstanding
Amount” means, when used with respect to Notes, as of any date of
determination, the aggregate principal amount of all Notes Outstanding as of
such date of determination.


 


“Owner
Trust Estate” has the meaning specified in the Trust Agreement.


 


“Owner
Trustee” means Wilmington Trust Company, not in its individual capacity but
solely as owner trustee under the Trust Agreement, and any successor Owner
Trustee thereunder.


 


“Paying
Agent” means the Indenture Trustee or any other Person that meets the
eligibility standards for the Indenture Trustee specified in Section 6.11
and is authorized by the Indenture Trustee to make the payments to and
distributions from the Note Distribution Account as provided in Section 2.14
hereof, including payment of principal of or interest on the Notes on behalf of
the Issuer.


 


“Person”
has the meaning specified in the Pooling and Servicing Agreement.


 


“Pooling
and Servicing Agreement” means the Amended and Restated Pooling and
Servicing Agreement dated as of April 28, 2000, among the Transferor, the
Master Trust Trustee, and the Servicer.


 


 “Predecessor Note” means, with respect
to any particular Note, every previous Note evidencing all or a portion of the
same debt as that evidenced by such particular Note; and, for the purpose of
this definition, any Note authenticated and


 


10





















 


delivered under Section 2.5 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.


 


“Proceeding”
means any suit in equity, action or law or other judicial or administrative
proceeding.


 


“Rating
Agency” means Moody’s and Standard & Poor’s.


 


“Rating
Agency Condition” means, with respect to any action or event requiring
Rating Agency approval or consent, that each Rating Agency shall have notified
the Depositor, the Administrator, the Indenture Trustee, the Owner Trustee and,
if applicable, the Master Trust Trustee in writing that such action or event
will not result in reduction or withdrawal of its then outstanding rating of
any (i) Outstanding Notes or (ii) outstanding securities
collateralized by Subordinated Interests.


 


“Record
Date” has the meaning specified in the Series Supplement.


 


“Redemption
Date” means in the case of a redemption of the Notes pursuant to Section 10.1,
the Distribution Date specified by the Administrator pursuant to such Section 10.1.


 


“Redemption
Price” means, with respect to the Notes, the respective Outstanding Amount
for such Notes plus accrued and unpaid interest
thereon at the applicable Note Interest Rate on the Distribution Date on which
the Transferor exercises its option to repurchase the Collateral Certificate.


 


“Reference
Banks” has the meaning specified in the Series Supplement.


 


“Responsible
Officer” means any officer within the Corporate Trust Office (or any
successor group of the Indenture Trustee) with responsibility for matters
covered by this Indenture, including any vice president, assistant vice
president, assistant secretary or any other officer or assistant officer of the
Indenture Trustee customarily performing functions similar to those performed
by the persons who at the time shall be such officers, respectively, or to whom
a corporate trust matter relating to this Indenture is referred at the
Indenture Trustee’s Corporate Trust Office because of such officer’s knowledge
of and familiarity with the particular subject.


 


“Revolving
Period” has the meaning specified in the Series Supplement.


 


“Securities
Intermediary” has the meaning specified in Section 8.2.


 


“Series Supplement”
means the Series 2005-1 Supplement, dated the date hereof, to the Pooling
and Servicing Agreement.


 


“Series 2005-1
Termination Date” has the meaning specified in the Series Supplement.


 


11





















 


“Servicer”
has the meaning specified in the Pooling and Servicing Agreement.


 


“Servicer
Default” has the meaning specified in the Pooling and Servicing Agreement.


 


“Special
Payment Date” has the meaning specified in the Series Supplement.


 


“Standard &
Poor’s” means Standard & Poor’s Ratings Services and its
successors and assigns.


 


“Subordinated
Additional Interest” means, with respect to any Distribution Date, an
additional amount of interest payable to the Subordinated Interest Holders, to
the extent permitted by applicable law, equal to the product of (i) the
Subordinated Interest Rate plus 2.00% per
annum, (ii) the aggregate amount of Subordinated Monthly Interest
Shortfall remaining unpaid from prior Distribution Dates and (iii) a
fraction the numerator of which is the actual number of days in the related
Interest Accrual Period and the denominator of which is 360.


 


“Subordinated
Carryover Interest” means, with respect to any Distribution Date, (a) any
Subordinated Monthly Interest due but not paid (or not deemed to be paid) to
the Subordinated Interest Holders on any previous Distribution Date plus (b) any Subordinated Additional Interest due with
respect to such Distribution Date.


 


 “Subordinated Defeasance Covered Amount”
means, with respect to any Interest Accrual Period in the Defeasance Period,
the product of (a) the Subordinated Interest Rate in effect with respect
to such Interest Accrual Period, (b) a fraction the numerator of which is
the actual number of days in such Interest Accrual Period and the denominator
of which is 360, and (c) the Subordinated Principal Balance of all
Outstanding Subordinated Interests as of the first day of such Interest Accrual
Period.


 


“Subordinated
Interest Certificate” means any certificate in the form of Exhibit B
attached hereto evidencing the Subordinated Interests or any portion thereof.


 


“Subordinated
Interest Holder” means a person in whose name an interest in the Subordinated
Interests is registered on the Note Register.


 


“Subordinated
Interest Holders’ Principal Distributable Amount” means, (a) with
respect to any Distribution Date during the Revolving Period, the amount of
principal paid to the Owner Trust for deposit in the Note Distribution Account
in connection with a requested reduction in the required level of credit
support for the Class A Notes and the satisfaction of the Rating Agency
Condition and (b) with respect to any Distribution Date on and after the
earlier to occur of (1) the Class A Expected Final Payment Date and (2) any
Note Principal Due Date, the portion of the Available Amount for such
Distribution Date remaining on deposit in or otherwise to the credit of the
Note Distribution Account on such Distribution Date after paying the Class A
Noteholders’ Principal Distributable Amount for such date pursuant to subsection 2.7(a);
provided that


 


12





















 


the Subordinated Interest Holders’ Principal Distributable Amount for
any Distribution Date shall not exceed the Subordinated Principal Balance on
such Distribution Date.


 


“Subordinated
Interest Initial Principal Balance” means $211,538,462.


 


“Subordinated
Interests” means the interests in the Owner Trust Estate designated as such
and issued and delivered by the Issuer pursuant to Section 2.2.


 


“Subordinated
Interest Rate” means zero; provided that,
if at the request of the Depositor, the Indenture Trustee and the Issuer enter
into an indenture supplemental hereto in accordance with Article IX,
specifying therein a different stated interest rate or other entitlement to
interest for the Subordinated Interests, then the “Subordinated Interest Rate”
shall be the rate or other entitlement to interest specified therein.


 


“Subordinated
Interest Requirement” means, with respect to any Distribution Date, the sum
of (i) the Subordinated Monthly Interest for such Distribution Date and (ii) the
amount of any unpaid Subordinated Carryover Interest.


 


 “Subordinated Monthly Interest” has the
meaning specified in the Series Supplement.


 


“Subordinated
Monthly Interest Shortfall” means, with respect to each Distribution Date,
an amount equal to the excess, if any, of (x) the Subordinated Monthly Interest
for the related Interest Accrual Period over (y) the
amount available to be paid to the Subordinated Interest Holders in respect of
interest on such Distribution Date.


 


 “Subordinated Principal Balance” means,
with respect to any date, an amount equal to the excess of (a) the
Subordinated Initial Principal Balance plus the aggregate
principal amount of Additional Subordinated Interests issued prior to such date
over (b) the sum of (i) the
aggregate amount of any principal payments made to the Subordinated Interest
Holders pursuant to subsection 2.7(a) prior to such date and (ii) the
aggregate principal amount of Subordinated Interests acquired by the Issuer or
the Depositor and cancelled pursuant to Section 2.8.


 


“Tax
Opinion” means, with respect to any action taken or proposed to be taken,
an Opinion of Counsel to the effect that, for Federal income tax purposes, (i) such
action will not adversely affect the tax characterization as debt of the Class A
Notes to the extent characterized as debt at the time of their issuance, (ii) following
such action neither the Master Trust nor the Owner Trust will be treated as an
association (or publicly traded partnership) taxable as a corporation and (iii) such
action will not cause or constitute an event in which gain or loss would be
recognized by any Class A Noteholder.


 


“Transfer
Agent” means Wells Fargo, in its capacity as the transfer agent for the
purpose of the original issuance through DTC.


 


“Transfer
Date” has the meaning specified in the Pooling and Servicing Agreement.


 


13





















 


“Transferor”
has the meaning specified in the Pooling and Servicing Agreement.


 


“TRC”
means Target Receivables Corporation, a Minnesota corporation.


 


“Trust
Agreement” means the Trust Agreement dated as of November   , 2005, between the Depositor and the Owner
Trustee, as the same may be amended and supplemented from time to time.


 


“Trust
Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in
force on the date hereof, unless otherwise specifically provided.


 


“Wells
Fargo” means Wells Fargo Bank, National Association, a national banking
association.


 


SECTION 1.2         Incorporation
by Reference of Trust Indenture Act. 
Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this
Indenture have the following meanings:


 


“indenture
securities” means the Notes.


 


“indenture
security holder” means a Noteholder.


 


“indenture
to be qualified” means this Indenture.


 


“indenture
trustee” or “institutional trustee” means the Indenture Trustee.


 


“obligor”
on the indenture securities means the Issuer and any other obligor on the
indenture securities.


 


All other TIA
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by Commission rule have the
meaning assigned to them by such definitions.


 


SECTION 1.3         Usage
of Terms.  With respect to all terms
in this Indenture, the singular includes the plural and the plural the
singular; words importing any gender include the other gender; references to “writing”
include printing, typing, lithography, and other means of reproducing words in
a visible form; references to agreements and other contractual instruments
include all subsequent amendments thereto or changes therein entered into in
accordance with their respective terms and not prohibited by this Indenture;
references to Persons include their permitted successors and assigns; and the
term “including” means “including without limitation.”  The words “hereof,” “herein,” “hereunder,”
and words of similar import when used in this Indenture shall refer to this
Indenture as a whole and not to any particular provision of this
Indenture.  The words “due date” as used
herein with respect to principal of the Notes refer to each Note Principal Due
Date, and do not include the Class A Expected Final Payment Date unless
that date is a Note Principal Due Date.  All references herein to


 


14





















 


Articles, Sections, subsections and Exhibits are references to
Articles, Sections, subsections and Exhibits contained in or attached to this
Indenture unless otherwise specified, and each such Exhibit is part of the
terms of this Indenture.


 


SECTION 1.4         Calculations
of Interest.  All calculations of interest
made hereunder with respect to the Notes shall be made on the basis of a 360-day
year based upon the actual number of days elapsed.


 


ARTICLE II


 


THE NOTES


 


SECTION 2.1         Form.  The Notes will be issued in registered
form.  The Subordinated Interests shall
be evidenced by a Subordinated Interest Certificate.  The Class A Notes and the Subordinated
Interest Certificates, in each case together with the Indenture Trustee’s or
Authenticating Agent’s certificate of authentication, shall be in substantially
the forms set forth in Exhibits  A and B, respectively,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may, consistently herewith, be determined to be appropriate
by the officers executing such Notes, as evidenced by their execution of the
Notes.  Any portion of the text of any Class A
Note or Subordinated Interest Certificate may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Class A
Note or Subordinated Interest Certificate, as applicable. Each Class A
Note and Subordinated Interest Certificate shall be dated the date of its
authentication.  The Class A Notes
shall be issuable as registered notes in minimum denomination of $1,000 and in
integral multiples thereof (except, if applicable, for one note representing a
residual portion of the Class A Notes which may be issued in a
denomination other than an integral multiple of $1,000).


 


 Class A Notes or
Subordinated Interest Certificates bearing the manual or facsimile signature of
individuals who were at any time Authorized Officers of the Issuer shall bind
the Issuer, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the date of authentication and delivery of such
Notes or did not hold such offices at such date.  No Note shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose, unless there
appears on such Class A Note or Subordinated Interest Certificate, a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee or an Authenticating Agent by the manual or
facsimile signature of one of its authorized signatories, and such certificate
upon any Class A Note or Subordinated Interest Certificate, shall be
conclusive evidence, and the only evidence, that such Class A Note or
Subordinated Interest Certificate has been duly authenticated and delivered
hereunder.  The terms of the Class A
Notes and the Subordinated Interest Certificates set forth in Exhibits A
and B, respectively, are part of the terms of this Indenture.


 


15





















 


The Class A Notes and Subordinated Interest Certificates shall be
word processed, printed, lithographed or engraved or produced by any
combination of these methods (with or without steel engraved borders), all as
determined by the officers executing such Notes, as evidenced by their
execution of such Notes.


 


SECTION 2.2         Execution,
Authentication and Delivery.  (a)       The Notes shall be executed on behalf of the
Issuer by any of its Authorized Officers. 
The signature of any such Authorized Officer on the Class A Notes
and the Subordinated Interest Certificates may be manual or facsimile.


 


The Indenture Trustee shall, upon written order of the Depositor,
authenticate and deliver Class A Notes for original issue in an aggregate principal
amount of $750,000,000, and the Indenture Trustee shall register in the name of
the Depositor for original issue in the aggregate principal amount of $211,538,462
interests in the Owner Trust Estate designated as the “Subordinated Interests.”  The respective aggregate principal amount of
Notes outstanding at any time may not exceed such amounts, except as provided
in subsection 2.2(b) below and in Section 2.5.


 


(b)           Upon the order of the Depositor, the Trustee shall
authenticate and deliver additional Class A Notes (“Additional Class A
Notes”) and/or additional Subordinated Interests (“Additional
Subordinated Interests”) in connection with an increase in the outstanding
principal amount of the Collateral Certificate on any date (each, an “Additional
Issuance Date”) pursuant to Section 4.10 of the Series Supplement.  The aggregate principal amount of Additional Class A
Notes and/or Additional Subordinated Interests to be issued on any Additional
Issuance Date may not exceed the aggregate principal amount of the
corresponding increase in the outstanding principal amount of the Collateral
Certificate. Upon issuance, the Additional Class A Notes will be identical
in all respects (except that the principal amount of such Additional Class A
Notes may be different) to the Class A Notes currently outstanding, the
Additional Subordinated Interests will be identical in all respects (except
that the principal amount of such Additional Subordinated Interests may be
different) to the Subordinated Interests currently outstanding and the
Additional Class A Notes and Additional Subordinated Interests will be
equally and ratably entitled to the benefits of this Indenture.  From and after each Additional Issuance Date,
all applicable calculations and allocations required pursuant to this Indenture
shall take into account the Additional Class A Notes and/or Additional
Subordinated Interests issued on such date.


 


The issuance of Additional Class A Notes and/or Additional
Subordinated Interests may be effected only upon satisfaction of the following
conditions:


 


(i)    at least five Business Days prior to the issuance
thereof, the Depositor shall have provided written notice of the proposed
issuance of Additional Class A Notes and/or Additional Subordinated
Interests to the Indenture Trustee, the Servicer and the Rating Agencies
specifying the date and terms of the additional issuance or principal increase;


 


16





















 


(ii)           the conditions precedent for increasing the principal amount
of the Collateral Certificate pursuant to Section 4.10 of the Series Supplement
shall have been satisfied and the principal amount of the Collateral
Certificate shall have been increased by an amount equal to the aggregate
principal amount of the Additional Class A Notes and Additional
Subordinated Interests proposed to be issued;


 


(iii)          the required amount of subordination for the Class A
Notes is available or will become available upon the issuance of the Additional
Class A Notes;


 


(iv)          the Rating Agency Condition is satisfied;


 


(v)           the Depositor shall have delivered to the Indenture
Trustee an Officer’s Certificate to the effect that the Depositor reasonably
believes that the issuance of the Additional Class A Notes and Additional
Subordinated Interests will not have a material adverse effect on the
Outstanding Notes; provided, however, that, for the purposes of making this
determination, a dilution of voting rights will not constitute a material
adverse effect on the Outstanding Notes; and


 


(vi)          the Depositor shall have delivered to the Indenture
Trustee a Tax Opinion relating to the additional issuance.


 


SECTION 2.3         Temporary
Notes.  Pending the preparation of
Definitive Notes, the Issuer may execute, and at the direction of the Issuer,
the Indenture Trustee shall authenticate and deliver, temporary Notes which are
printed, lithographed, word processed, mimeographed or otherwise produced, of
the tenor of the Definitive Notes in lieu of which they are issued and with
such variations not inconsistent with the terms of this Indenture as the
officers executing such Notes may determine, as evidenced by their execution of
such Notes.


 


If temporary Notes are issued, the Issuer will cause Definitive Notes
to be prepared without unreasonable delay. 
After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of the temporary Notes at the
office or agency of the Issuer to be maintained as provided in Section 3.2,
without charge to the related Noteholder. 
Upon surrender for cancellation of any one or more temporary Notes, the
Issuer shall execute and the Indenture Trustee shall upon receipt of a written
order from the Issuer authenticate and deliver in exchange therefor a like
principal amount of Definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes shall
in all respects be entitled to the same benefits under this Indenture as
Definitive Notes.


 


SECTION 2.4         Registration
of Transfer and Exchange.The Issuer shall cause to be kept a register (the “Note
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Note Registrar shall provide for the registration of the Notes
and the registration of transfers of the Notes. 
The Indenture Trustee shall initially


 


17





















 


be “Note Registrar” for the purpose of registering Notes and
transfers of Notes as herein provided. 
In the event that, subsequent to the date of issuance of the Notes, the
Indenture Trustee notifies the Issuer that it is unable to act as Note
Registrar, the Issuer shall appoint another bank or trust company, having an
office or agency located in the City of New York or the City of Minneapolis and
which agrees to act in accordance with the provisions of this Indenture
applicable to it, to act, as successor Note Registrar under this
Indenture.  For so long as any Note is
issued as a global Note, the Issuer may, or if and so long as any of the Class A
Notes are listed on a stock exchange in Europe and such stock exchange shall so
require, the Issuer shall appoint a co-registrar in the required jurisdiction
or another European city.


 


If a Person
other than the Indenture Trustee is appointed by the Issuer as the Note
Registrar, the Issuer will give the Indenture Trustee prompt written notice of
the appointment of such Note Registrar and of the location, and any change in
the location, of the Note Register, and the Indenture Trustee shall have the
right to inspect the Note Register at all reasonable times and to obtain copies
thereof, and the Indenture Trustee shall have the right to conclusively rely
upon a certificate executed on behalf of the Note Registrar by an Executive
Officer thereof as to the names and addresses of the Noteholders and the
principal amounts and number of the Notes.


 


An institution
succeeding to the corporate agency business of the Note Registrar shall
continue to be the Note Registrar without the execution or filing of any paper
or any further act on the part of the Indenture Trustee or such Note Registrar.


 


The Note
Registrar shall maintain in the City of Minneapolis an office or offices or
agency or agencies where Notes may be surrendered for registration of transfer or
exchange.  The Note Registrar initially
designates its corporate trust office located at Sixth and Marquette, MAC N9311-161
Minneapolis, Minnesota 55479, Attention: Corporate Trust Administration as its
office for such purposes.  The Note
Registrar shall give prompt written notice to the Indenture Trustee, the
Depositor, the Administrator and the Noteholders (other than the Depositor) of
any change in the location of such office or agency.


 


Upon surrender
for registration of transfer of any Note at the office or agency of the Issuer
to be maintained as provided in Section 3.2, if the requirements of
Section 8-401(a) of the relevant UCC are met, the Issuer shall
execute, the Indenture Trustee shall upon receipt of a written order from the
Issuer authenticate and (if the Note Registrar is different from the Indenture
Trustee, then the Note Registrar shall) deliver to the Noteholder, in the name
of the designated transferee or transferees, one or more new Notes, in any
authorized denominations, of the same class and a like aggregate principal
amount.


 


At the option
of the Noteholders, Notes may be exchanged for other Notes in any authorized
denominations, of the same class and a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for
exchange, if the requirements of Section 8-401(a) of the relevant UCC
are met, the Issuer shall execute and the Indenture Trustee shall


 


18





















 


authenticate and (if the Note Registrar is different from the Indenture
Trustee, then the Note Registrar shall) deliver to the Noteholder, the Notes
which the Noteholder making the exchange is entitled to receive.


 


All Notes
issued upon any registration of transfer or exchange of the Notes shall be the
valid obligations of the Issuer, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Notes surrendered upon such
registration of transfer or exchange.


 


Every Note
presented or surrendered for registration of transfer or exchange shall be (i) duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Noteholder or such Noteholder’s
attorney duly authorized in writing, with such signature guaranteed by a
commercial bank or trust company located, or having a correspondent located, in
the City of New York, the City of Minneapolis or the city in which the
Corporate Trust Office is located, or by a member firm of a national securities
exchange, and (ii) accompanied by such other documents as the Indenture
Trustee may require.  Each Note
surrendered for registration of transfer or exchange shall be cancelled by the
Note Registrar and disposed of by the Indenture Trustee or Note Registrar in
accordance with its customary practice. The Note Registrar shall notify
promptly the Transfer Agent of any transfer or exchange of the Notes pursuant
to this Section 2.4.


 


No service
charge shall be made to a Noteholder for any registration of transfer or
exchange of the Notes, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Notes, other than exchanges of
Notes pursuant to Section 2.3 or 9.5 not involving any
transfer.


 


The preceding
provisions of this Section notwithstanding, the Issuer shall not be
required to make, and the Note Registrar need not register, transfers or
exchanges of the Notes selected for redemption or of any Note for a period of
15 days preceding the due date for any payment in full with respect to such
Note.


 


The Issuer
hereby appoints the Indenture Trustee as the Transfer Agent and the Indenture
Trustee accepts such appointment.


 


(b)           The Depositor, as the initial Subordinated Interest
Holder, may at any time sell all or a portion of the Subordinated Interests,
subject to satisfaction of the following conditions precedent:


 


(i)            the Issuer and the Indenture Trustee shall have
entered into an indenture supplemental hereto, specifying a stated interest
rate and other relevant provisions for the Subordinated Interests;


 


(ii)           the Depositor shall have provided at least five
Business Days’ prior written notice to the Indenture Trustee, the Servicer and
the Rating Agencies of the proposed transfer of the Subordinated Interests or
portion thereof;


 


19





















 


(iii)          the Rating Agency Condition shall have been satisfied
with respect to such transfer;


 


(iv)          no Event of Default shall have occurred and be
continuing immediately prior to and immediately after such transfer;


 


(v)           the Depositor shall have delivered an Officer’s
Certificate to the Indenture Trustee to the effect that it reasonably believes
that the transfer will not cause an Event of Default; and


 


(vi)          the Depositor shall have delivered to the Indenture
Trustee a Tax Opinion.


 


(c)           Each Subordinated Interest Certificate shall bear the
following legend:


 


EACH PURCHASER OR HOLDER REPRESENTS AND
WARRANTS FOR THE BENEFIT OF TARGET RECEIVABLES CORPORATION AND THE INDENTURE TRUSTEE
THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT
IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975
OF THE CODE, (III) A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN’S INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING “PLAN
ASSETS” OF ANY SUCH PLAN (INCLUDING FOR PURPOSES OF CLAUSES (IV) AND (V), ANY
INSURANCE COMPANY GENERAL ACCOUNT).


 


THIS CERTIFICATE MAY NOT BE ACQUIRED,
SOLD, TRADED OR TRANSFERRED, NOR MAY AN INTEREST IN THIS CERTIFICATE BE
MARKETED ON OR THROUGH (I) AN “ESTABLISHED SECURITIES MARKET” WITHIN THE
MEANING OF SECTION 7704(b)(1) OF THE CODE AND ANY PROPOSED, TEMPORARY
OR FINAL REGULATION THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN
OVER-THE-COUNTER MARKET OR AN INTERDEALER QUOTATION SYSTEM THAT REGULARLY
DISSEMINATES


 


20





















 


FIRM BUY OR SELL QUOTATIONS OR (II) A “SECONDARY
MARKET” WITHIN THE MEANING OF SECTION 7704(b)(2) OF THE CODE AND ANY
PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER INCLUDING A MARKET
WHEREIN INTERESTS IN THE SUBORDINATED INTERESTS ARE REGULARLY QUOTED BY ANY
PERSON MAKING A MARKET IN SUCH INTERESTS AND A MARKET WHEREIN ANY PERSON
REGULARLY MAKES AVAILABLE BID OR OFFER QUOTES WITH RESPECT TO INTERESTS IN THE
SUBORDINATED INTERESTS AND STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT
THE QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS.


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES OR “BLUE SKY” LAWS OF THE UNITED STATES OR OTHER
JURISDICTION.  NEITHER THIS CERTIFICATE
NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE
SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE SECURITIES OR “BLUE
SKY” LAWS OF THE UNITED STATES OR OTHER JURISDICTION OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS AND IN ACCORDANCE WITH
THE PROVISIONS OF THE INDENTURE. 
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS SPECIFIED IN THE
INDENTURE.


 


(d)           After the Closing Date, Subordinated Interests shall
not be sold, participated, transferred, assigned, exchanged or otherwise
pledged or conveyed in whole or in part unless prior to such action there shall
have been delivered to the Indenture Trustee a Tax Opinion and a transferee
representation letter substantially in the form of Exhibit D
hereto.


 


SECTION 2.5         Mutilated,
Destroyed, Lost or Stolen Notes.  If (i) any
mutilated Class A Note or Subordinated Interest Certificate is surrendered
to the Note Registrar, or the Note Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Class A Note or
Subordinated Interest Certificate, and (ii) there is delivered to the Note
Registrar and the Indenture Trustee such security or indemnity as may be
required by them to hold the Issuer, the Note Registrar and the Indenture
Trustee harmless, then, in the absence of notice to the Issuer, the Note
Registrar or the Indenture Trustee that such Class A Note or Subordinated
Interest Certificate has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the relevant
UCC are met, the Issuer shall execute and the Indenture Trustee or an
Authenticating


 


21





















 


Agent shall authenticate and (if the Note Registrar is different from
the Indenture Trustee, the Note Registrar shall) deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Class A Note or
Subordinated Interest Certificate, a replacement Class A Note or
Subordinated Interest Certificate, as applicable, of like tenor and
denomination; provided that if any such
destroyed, lost or stolen Class A Note or Subordinated Interest
Certificate, but not a mutilated Class A Note or Subordinated Interest
Certificate, shall have become or within seven days shall be due and payable,
or shall have been called for redemption, instead of issuing a replacement Class A
Note or Subordinated Interest Certificate, the Issuer may pay such destroyed,
lost or stolen Class A Note or Subordinated Interest Certificate when so
due or payable or upon the Redemption Date without surrender thereof.


 


Upon the
issuance of any replacement Class A Note or Subordinated Interest
Certificate under this Section, the Issuer may require the payment by the related
Noteholder of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other reasonable expenses
(including the fees and expenses of the Indenture Trustee, its agents and
counsel) connected therewith.


 


Every
replacement Class A Note or Subordinated Interest Certificate issued
pursuant to this Section 2.5 in replacement of any mutilated,
destroyed, lost or stolen Class A Note or Subordinated Interest
Certificate shall constitute an original additional contractual obligation of
the Issuer, whether or not the mutilated, destroyed, lost or stolen Class A
Note or Subordinated Interest Certificate shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Class A Notes and Subordinated
Interest Certificates duly issued hereunder.


 


The provisions
of this Section are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes.


 


SECTION 2.6         Persons
Deemed Owner.  Prior to due presentment
for registration of transfer of any Note, the Issuer, the Indenture Trustee,
the Note Registrar and any agent of the Issuer, the Indenture Trustee or the
Note Registrar may treat the Person in whose name such Note is registered (as
of the day of determination) as the owner of such Note for the purpose of
receiving payments of principal of and interest, if any, on such Note and for
all other purposes whatsoever, whether or not such Note shall be overdue, and
neither the Issuer, the Indenture Trustee or the Note Registrar nor any agent
of the Issuer, the Indenture Trustee or the Note Registrar shall be bound by
notice to the contrary.


 


SECTION 2.7         Payment
of Principal and Interest.  (a) 
On each Distribution Date, the Paying Agent, acting in accordance with written
instructions from the Administrator, shall deposit, or shall direct the Master
Trust Trustee to deposit in the Note Distribution Account the Available Amount
for such Distribution Date and the Paying Agent shall make the following distributions
to the extent of the Available Amount for such Distribution Date, in the
following order of priority:


 


22





















 


(i)            to the Class A Noteholders in respect of
interest, the Class A Note Interest Requirement for such Distribution
Date;


 


(ii)           to the Subordinated Interest Holders in respect of
interest the Subordinated Interest Requirement for such Distribution Date;


 


(iii)          to the Class A Noteholders in respect of
principal, the Class A Noteholders’ Principal Distributable Amount for
such Distribution Date;


 


(iv)          to the Subordinated Interest Holders in respect of
principal, the Subordinated Interest Holders’ Principal Distributable Amount
for such Distribution Date; and


 


(v)           to the Certificateholder, on behalf of the Issuer, the
remaining Available Amount for such Distribution Date, if any;


 


provided, however,
that the aggregate amounts payable under clauses (i) and (ii) on any
Distribution Date shall not exceed the aggregate amounts distributable to the
Collateral Certificateholder pursuant to subsection 5.1(a) of the Series Supplement
for such Distribution Date; and, provided, further, that (A) so long as the Indenture Trustee and
the Master Trust Trustee are the same Person, the distributions described above
may be made directly by the Master Trust Trustee in lieu of being deposited
into the Note Distribution Account and, if so made, such distributions shall be
deemed to be made by the Paying Agent from the Note Distribution Account and (B) amounts
distributed directly to the Depositor, as a Subordinated Interest Holder or
Certificateholder, pursuant to subsection 5.1(e) of the Series Supplement
shall be deemed to have been deposited by the Master Trust Trustee into the
Note Distribution Account and distributed by the Paying Agent to the Depositor
in its respective capacities as provided above.


 


(b)           All principal and interest in respect of the Notes
shall be due and payable to the extent not previously paid on the Legal
Maturity Date.


 


(c)           Any installment of principal or interest, if any,
payable on any Note which is punctually paid or duly provided for by the Issuer
on the applicable Distribution Date shall be paid to the Person in whose name
such Note (or one or more Predecessor Notes) is registered on the preceding
Record Date, by check mailed first-class, postage prepaid, to such Person’s
address as it appears on the Note Register on such Record Date, except that,
unless Definitive Notes have been issued pursuant to Section 2.12,
with respect to the Class A Notes registered on the Record Date in the
name of the nominee of the Clearing Agency (initially, such nominee to be Cede &
Co.), payment will be made by wire transfer in immediately available funds to
the account designated by such nominee, except for the final installment of
principal payable with respect to such Class A Notes and except for the
Redemption Price for any Note called for redemption pursuant to Section 10.1,
which shall be payable as provided in subsection 2.7(d) below.  The funds represented by any such checks
returned undelivered shall be held in accordance with Section 3.3.


 


23





















 


(d)           All principal and interest payments on the Notes shall
be made pro rata to the Noteholders entitled
thereto.  The Paying Agent shall notify
the Person in whose name a Note is registered at the close of business on the
Record Date immediately preceding the Distribution Date on which the Issuer
expects that the final installment of principal of and interest on such Note will
be paid.  Such notice shall be (i) transmitted
to the Class A Noteholders by facsimile on such Record Date if Book-Entry
Notes are outstanding, or (ii) mailed as provided in Section 10.2
not later than three Business Days after such Record Date if Definitive Notes
are outstanding or if the Depositor is not the only Subordinated Interest
Holder, as applicable, and, in the case of a Class A Note or a
Subordinated Interest Certificate, shall specify that such final installment
will be payable only upon presentation and surrender of such Class A Note
or Subordinated Interest Certificate, as applicable, and shall specify the
place where such Class A Note or Subordinated Interest Certificate may be
presented and surrendered for payment of such installment.


 


SECTION 2.8         Cancellation.  All Class A Notes or Subordinated
Interest Certificates surrendered for payment, registration of transfer,
exchange or redemption shall, if surrendered to any Person other than the Note
Registrar, be delivered to the Note Registrar and shall be promptly cancelled
by the Note Registrar.  The Issuer or the
Depositor may at any time deliver to the Note Registrar for cancellation any Class A
Notes or Subordinated Interest Certificates previously authenticated and
delivered hereunder which the Issuer or the Depositor may have acquired in any
manner whatsoever, and all Class A Notes or Subordinated Interest
Certificates so delivered shall be promptly cancelled by the Note Registrar; provided, however, that
Subordinated Interest Certificates may be so cancelled only to the extent that
a pro rata amount (based on aggregate
outstanding principal amount of Class A Notes and Subordinated Interests)
of Class A Notes has been delivered by the Issuer or the Depositor for
cancellation and is being simultaneously cancelled.  No Class A Notes or Subordinated
Interest Certificate shall be authenticated in lieu of or in exchange for any Class A
Notes or Subordinated Interest Certificates, as applicable, cancelled as
provided in this Section, except as expressly permitted by this Indenture.  All cancelled Class A Notes and
Subordinated Interest Certificates may be held or disposed of by the Note
Registrar in accordance with its standard retention or disposal policy as in
effect at the time unless the Issuer shall direct that they be destroyed or
returned to it; provided that such direction is
timely and the Class A Notes or Subordinated Interest Certificates have
not been previously disposed of by the Note Registrar.


 


SECTION 2.9         Defeasance.
On any date on which the following conditions have been satisfied, the Notes
will no longer be entitled to the security interest of the Indenture Trustee in
the Issuer’s right, title and interest in and to the Collateral Certificate
(including amounts distributable by the Master Trust Trustee in respect
thereof) and the Collateral Certificate shall be released from the Lien of this
Indenture: (i) the Issuer has deposited (w) into the Note Principal
Funding Account an amount equal to the Class A Note Principal Balance, (x)
into the Noteholder Reserve Account an amount equal to the Class A Note
Interest Requirement plus the
Subordinated Interest Requirement for the first Distribution Date in the
Defeasance Period, (y) if such deposit occurs prior to an Early Amortization
Commencement Date, into the Noteholder Reserve


 


24





















 


Account an amount equal to the Class A Defeasance Covered Amount plus the Subordinated Defeasance Covered Amount, as
estimated by the Administrator, for each Interest Accrual Period in the
Defeasance Period (other than the Interest Accrual Period related to the first
Distribution Date therein) and (z) into the Note Principal Funding Account an
amount equal to the Subordinated Principal Balance in respect of all Outstanding
Subordinated Interests plus any other
related amount specified in an indenture supplemental hereto; (ii) the
Issuer has delivered to the Indenture Trustee an opinion of counsel to the
effect that such deposit and termination of obligations as described above will
not result in the Issuer being required to register as an “investment company”
within the meaning of the Investment Company Act of 1940, as amended, and an
opinion of counsel to the effect that following such deposit none of the Issuer,
the Noteholder Reserve Account or the Note Principal Funding Account will be
deemed to be an association (or a publicly traded partnership) taxable as a
corporation; (iii) the Issuer has delivered to the Indenture Trustee a
certificate (which may be a certificate from an officer of the Depositor)
stating that the Issuer (or the Depositor) reasonably believes that such
deposit and the release of the lien of the Indenture Trustee on the Collateral
Certificate will not cause an Event of Default or a Default to occur; and (iv) the
Rating Agency Condition has been satisfied.


 


SECTION 2.10       Book-Entry
Notes.  The Class A Notes, upon
original issuance, will be issued in the form of word processed notes
representing the Book-Entry Notes, to be delivered to The Depository Trust
Company (the initial Clearing Agency) by, or on behalf of, the Issuer.  Such Notes shall initially be registered on
the Note Register in the name of Cede & Co., the nominee of the
initial Clearing Agency, and no Note Owner will receive a Definitive Note
representing such Note Owner’s interest in such Class A Note, except as
provided in Section 2.12.  Unless
and until Definitive Notes have been issued to Note Owners pursuant to Section 2.12:


 


(a)           the provisions of this Section shall be in full
force and effect;


 


(b)           the Note Registrar, the Paying Agent and the Indenture
Trustee shall be entitled to deal with the Clearing Agency for all purposes of
this Indenture (including the payment of principal of and interest on the Class A
Notes and the giving of instructions or directions hereunder) as the sole Class A
Noteholder, and shall have no obligation to the Note Owners;


 


(c)           to the extent that the provisions of this Section conflict
with any other provisions of this Indenture, the provisions of this Section shall
control;


 


(d)           the rights of the Note Owners shall be exercised only
through the Clearing Agency (or to the extent the Note Owners are not Clearing
Agency Participants, through the Clearing Agency Participants through which
such Note Owners own Book-Entry Notes) and shall be limited to those
established by law and agreements between such Note Owners and the Clearing
Agency and/or the Clearing Agency Participants, and all references in this
Indenture to actions by the Class A Noteholders shall refer to actions
taken by the Clearing Agency upon instructions from the Clearing Agency
Participants, and all references in this Indenture to distributions, notices,
reports and statements to the


 


25





















 


Class A Noteholders
shall refer to distributions, notices, reports and statements to the Clearing
Agency, as registered holder of the Class A Notes, for distribution to the
Note Owners in accordance with the procedures of the Clearing Agency.  Pursuant to the DTC Letter, unless and until
Definitive Notes are issued pursuant to Section 2.12, the initial
Clearing Agency will make book-entry transfers among the Clearing Agency
Participants and receive and transmit payments of principal of and interest on
the Class A Notes to such Clearing Agency Participants; and


 


(e)           whenever this Indenture requires or permits actions to
be taken based upon instructions or directions of the Noteholders evidencing a
specified percentage of the Outstanding Amount of the Notes, the Clearing
Agency shall be deemed to represent such percentage only to the extent that it
has received instructions to such effect from the Note Owners and/or Clearing
Agency Participants owning or representing, respectively, such required
percentage of the beneficial interest in the Notes and has delivered such
instructions to the Indenture Trustee.


 


SECTION 2.11       Notices
to Clearing Agency.  Whenever a
notice or other communication to the Class A Noteholders is required under
this Indenture, unless and until Definitive Notes shall have been issued to the
Note Owners pursuant to Section 2.12, the Indenture Trustee shall
give all such notices and communications specified herein to be given to the Class A
Noteholders to the Clearing Agency, and shall have no obligation to the Note
Owners.


 


SECTION 2.12       Definitive
Notes.  If (a) the Administrator
advises the Indenture Trustee in writing that the Clearing Agency is no longer
willing or able to properly discharge its responsibilities with respect to the Class A
Notes, and the Administrator is unable to locate a qualified successor, (b) the
Administrator at its option advises the Indenture Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency, or (c) after
the occurrence of an Event of Default or a Servicer Default, the Note Owners
representing beneficial interests aggregating not less than a majority of the
Outstanding Amount of the Class A Notes advise the Indenture Trustee and
the Clearing Agency through the Clearing Agency Participants in writing, and if
the Clearing Agency shall so notify the Indenture Trustee that the continuation
of a book-entry system through the Clearing Agency is no longer in the best
interests of the Note Owners, then the Clearing Agency shall notify all the
Note Owners of the occurrence of any such event and of the availability of
Definitive Notes to the Note Owners requesting the same.  Upon surrender to the Note Registrar of the
physical note or notes representing the Book-Entry Notes by the Clearing Agency,
accompanied by re-registration instructions, the Issuer shall execute and the
Indenture Trustee shall authenticate and (if the Note Registrar is different from
the Indenture Trustee, then the Note Registrar shall) deliver the Definitive
Notes in accordance with the instructions of the Clearing Agency.  None of the Issuer, the Note Registrar or the
Indenture Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying
on, such instructions.  Upon the issuance
of the Definitive Notes, the Indenture Trustee shall recognize the Noteholders
of the Definitive Notes as the Class A Noteholders.


 


26





















 


SECTION 2.13       Authenticating
Agent.  (a)  The Indenture
Trustee may appoint one or more authenticating agents (each, an “Authenticating
Agent”) with respect to the Notes which shall be authorized to act on
behalf of the Indenture Trustee in authenticating the Notes in connection with
the issuance, delivery, registration of transfer, exchange or repayment of the
Notes.  The Indenture Trustee is hereby
appointed as initial Authenticating Agent for the authentication of the Notes
upon any registration of transfer or exchange of such Notes.  Whenever reference is made in this Indenture
to the authentication of the Notes by the Indenture Trustee or the Indenture
Trustee’s certificate of authentication, such reference shall be deemed to
include authentication on behalf of the Indenture Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Indenture
Trustee by an Authenticating Agent.


 


(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 Indenture Trustee or such Authenticating Agent.


 


(c)           An Authenticating Agent may at any time resign by
giving written notice of resignation to the Indenture Trustee and the
Issuer.  The Indenture Trustee may at any
time terminate the agency of an Authenticating Agent by giving notice of
termination to such Authenticating Agent and to the Issuer.  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 Indenture Trustee or the Issuer, the
Indenture Trustee promptly may appoint a successor Authenticating Agent with
the consent of the Issuer.  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.  No successor Authenticating Agent shall be
appointed unless acceptable to the Issuer.


 


(d)           The Administrator shall pay the Authenticating Agent
from time to time reasonable compensation for its services under this Section 2.13.


 


(e)           The provisions of Sections  6.1, 6.2,
6.3, 6.4, 6.7 and 6.9 shall be applicable, mutatis
mutandis, to any Authenticating Agent.


 


(f)            Pursuant to an appointment made under this Section 2.13,
the Notes may have endorsed thereon, in lieu of the Indenture Trustee’s
certificate of authentication, an alternate certificate of authentication in
substantially the following form:


 


[This is one
of the Notes referred to in the within mentioned Indenture.]


 


or


 


[This is one
of the Subordinated Interest Certificates referred to in the within mentioned
Indenture]


 


27





















 


	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
      as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
      Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
  or

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  as
  Authenticating Agent

  	
   

  
	
   

  	
   

  	
      for
  the Indenture Trustee,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
      Authorized
  Officer

  
					



 


SECTION 2.14       Appointment
of Paying Agent.  (a)  The
Indenture Trustee may appoint a Paying Agent with respect to the Notes.  The Indenture Trustee is hereby appointed as
the initial Paying Agent.  The Paying
Agent shall have the revocable power to withdraw funds from the Note
Distribution Account and make distributions to the Noteholders and the
Certificateholders, pursuant to Section 2.7.  The Indenture Trustee may revoke such power
and remove the Paying Agent if the Indenture Trustee determines in its sole
discretion that the Paying Agent shall have failed to perform its obligations
under this Indenture in any material respect or for other good cause.  The Indenture Trustee may resign as Paying
Agent upon 30 days written notice to the Depositor.  In the event that the Indenture Trustee shall
no longer be the Paying Agent, the Indenture Trustee shall appoint a successor
to act as Paying Agent (which shall be a bank or trust company and may be a
successor Indenture Trustee) with the consent of the Depositor, which consent shall
not be unreasonably withheld.  If at any
time the Indenture Trustee shall be acting as the Paying Agent, the provisions
of Sections  6.1, 6.3 and 6.4 shall apply, mutatis mutandis, to the Indenture Trustee in its role as
Paying Agent.


 


The Indenture
Trustee will cause each Paying Agent, other than itself, to execute and deliver
to the Indenture Trustee an instrument in which such Paying Agent shall agree
with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent,
it hereby so agrees), subject to the provisions of this Section, that such
Paying Agent will:


 


(i)            hold all sums held by it for the payment of amounts
due with respect to the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as herein provided and pay such sums to such Persons as herein provided;


 


(ii)           give the Indenture Trustee notice of any default by
the Issuer (or any other obligor upon the Notes) of which it has actual
knowledge in the making of any payment required to be made with respect to the
Notes;


 


28





















 


(iii)          at any time during the continuance of any such
default, upon the written request of the Indenture Trustee, forthwith pay to
the Indenture Trustee all sums so held in trust by such Paying Agent;


 


(iv)          immediately resign as a Paying Agent and forthwith pay
to the Indenture Trustee all sums held by it in trust for the payment of the
Notes if at any time it ceases to meet the standards required to be met by the
Paying Agent at the time of its appointment; and


 


(v)           comply with all requirements of the Code with respect
to the withholding from any payments made by it on any Notes of any applicable
withholding taxes imposed thereon and with respect to any applicable reporting
requirements in connection therewith.


 


(b)           An institution succeeding to the corporate agency
business of the Paying Agent shall continue to be the Paying Agent without the
execution or filing of any paper or any further act on the part of the
Indenture Trustee or such Paying Agent.


 


SECTION 2.15       CUSIP
Numbers.  The Issuer in issuing the
Notes may use “CUSIP” numbers (if then generally in use), and, if so, the
Indenture Trustee shall use “CUSIP” numbers in notices of redemption as a
convenience to Noteholders; provided that
any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Class A Notes or as contained in
any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Class A Notes, and any such
redemption shall not be affected by any defect in or omission of such
numbers.  The Issuer will promptly notify
the Indenture Trustee of any change in the “CUSIP” numbers.


 


SECTION 2.16       Determination
of LIBOR.


 


(a)           On each LIBOR Determination Date, the Indenture
Trustee shall determine LIBOR on the basis of the rate for deposits in United
States dollars for a one-month period which appears on Telerate Page 3750
or on such comparable system as is customarily used to quote LIBOR as of 11:00 a.m.,
London time, on such date.  If such rate
does not appear on Telerate Page 3750 or on such comparable system as is
customarily used to quote LIBOR, the rate for that LIBOR Determination Date
shall be determined on the basis of the rates at which deposits in United
States dollars are offered by the Reference Banks at approximately 11:00 a.m.,
London time, on that day to prime banks in the London interbank market for a
one-month period.  The Indenture Trustee
shall request the principal London office of each of the Reference Banks to
provide a quotation of its rate.  If at
least two such quotations are provided, the rate for that LIBOR Determination
Date will be the arithmetic mean of the quotations.  If fewer than two quotations are provided as
requested, the rate for that LIBOR Determination Date will be the arithmetic
mean of the rates quoted by major banks in New York City, selected by the Servicer,
at approximately 11:00 a.m., New York City time, on that day for loans in
United States dollars to leading European banks for a one-month period.


 


29





















 


Notwithstanding the
foregoing, LIBOR for the initial Interest Accrual Period will be determined on November    ,
2005, by straight-line interpolation, based on the actual number of days in
such period between two rates determined in accordance with the definition of
LIBOR, one of which will be determined for a one-month period and the other of which
will be determined for a two-month period.


 


(b)           The Indenture Trustee shall provide the Note Interest
Rate applicable to the then current and immediately preceding Interest Accrual
Periods to any Class A Noteholder requesting such information by telephoning
the Indenture Trustee at its telephone number which is currently (612) 667-8058.


 


(c)           On each LIBOR Determination Date prior to 12:00 noon
New York City time, the Indenture Trustee shall send to the Issuer, the
Servicer and the Master Trust Trustee by facsimile notification of LIBOR for
the following Interest Accrual Period.


 


ARTICLE III


 


COVENANTS


 


SECTION 3.1         Payment
of Principal and Interest.  The
Issuer will duly and punctually pay the principal of and interest on the Notes
in accordance with the respective terms of the Notes and this Indenture.  Without limiting the foregoing, the Issuer
will cause to be distributed all amounts on deposit in the Note Distribution
Account on a Distribution Date deposited therein pursuant to Section 2.7
and the Series Supplement (i) for the benefit of the Class A
Notes, to the Class A Noteholders, (ii) for the benefit of the
Subordinated Interests, to the Subordinated Interest Holders, and (iii) to
the extent so specified, to the Certificateholder.  Amounts properly withheld under the Code by
any Person from a payment to any Noteholder of principal and/or interest shall
be considered as having been paid by the Issuer to such Noteholder for all
purposes of this Indenture.


 


SECTION 3.2         Maintenance
of Office or Agency.  The Issuer will
maintain in the City of Minneapolis an office or agency where Notes may be
surrendered for registration of transfer or exchange.  The Issuer hereby initially appoints the Note
Registrar to serve as its agent for the foregoing purposes.  The Issuer will give prompt written notice to
the Indenture Trustee of the location, and of any change in the location, of
any such office or agency.  If at any
time the Issuer shall fail to maintain any such office or agency or shall fail
to furnish the Indenture Trustee with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office, and
the Issuer hereby appoints the Indenture Trustee as its agent to receive all
such surrenders, notices and demands.


 


SECTION 3.3         Money
for Payments To Be Held in Trust.  As
provided in Section 8.2, all payments of amounts due and payable
with respect to any Notes that are to be made from amounts withdrawn from the
Note Distribution Account shall be 


 


30





















 


made on behalf of the Issuer by the Indenture Trustee or by a Paying
Agent, and no amounts so withdrawn from the Note Distribution Account or
payments on the Notes shall be paid over to the Issuer except as provided in
this Section 3.3.


 


On or before
each Distribution Date and Redemption Date, subject to the proviso to subsection 2.7(a),
the Master Trust Trustee or the Paying Agent shall deposit or cause to be
deposited in the Note Distribution Account the Available Amount, such sum to be
held in trust for the benefit of the Persons entitled thereto and (unless the
Paying Agent is the Indenture Trustee) shall promptly notify the Indenture
Trustee of its action or failure so to act.


 


The Issuer
may, at any time, for the purpose of obtaining the satisfaction and discharge
of this Indenture or for any other purpose, direct any Paying Agent to pay to
the Indenture Trustee all sums held in trust by such Paying Agent, such sums to
be held by the Indenture Trustee upon the same trusts as those upon which the
sums were held by such Paying Agent; and upon such a payment by any Paying
Agent to the Indenture Trustee, such Paying Agent shall be released from all
further liability with respect to such money.


 


Subject to
applicable laws with respect to the escheat of funds, any money held by the
Indenture Trustee or any Paying Agent in trust for the payment of any amount
due with respect to any Note and remaining unclaimed for two years after such
amount has become due and payable shall be discharged from such trust and be
paid to the Issuer on its request; and the related Noteholder shall thereafter,
as an unsecured general creditor, look only to the Issuer for payment thereof
(but only to the extent of the amounts so paid to the Issuer), and all liability
of the Indenture Trustee or such Paying Agent with respect to such trust money
shall thereupon cease; provided that
the Indenture Trustee or such Paying Agent, before being required to make any
such repayment, shall at the expense of the Issuer cause to be published once,
in a newspaper published in the English language, customarily published on each
Business Day and of general circulation in the City of New York, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Issuer.  The Indenture Trustee shall also adopt and
employ, at the expense of the Issuer, any other reasonable means of
notification of such repayment (including, but not limited to, mailing notice
of such repayment to the Noteholders whose Notes have been called but have not
been surrendered for redemption or whose right to or interest in moneys due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such Noteholder).


 


SECTION 3.4         Existence.  Except as otherwise permitted by the
provisions of Section 3.10, the Issuer will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor to the Issuer hereunder
is or becomes, organized under the laws of any other state or of the United
States of America, in which case the Issuer will keep in full effect its
existence, rights and franchises under the laws of such other jurisdiction) and
will obtain and preserve its qualification to do business in each jurisdiction
in which such


 


31





















 


qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument and agreement included in the Owner Trust Estate.


 


SECTION 3.5         Protection
of Owner Trust Estate.  The Issuer
will from time to time prepare (or shall cause to be prepared), execute and
deliver all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and other
instruments, and will take such other action necessary or advisable to:


 


(a)           maintain or preserve the lien and security interest
(and the priority thereof) of this Indenture or carry out more effectively the
purposes hereof;


 


(b)           perfect, publish notice of or protect the validity of
any Grant made or to be made by this Indenture;


 


(c)           enforce the rights of the Indenture Trustee and the
Noteholders in any of the Collateral; or


 


(d)           preserve and defend title to the Owner Trust Estate and
the rights of the Indenture Trustee and the Noteholders in such Owner Trust
Estate against the claims of all persons and parties.


 


The Issuer
hereby designates the Indenture Trustee its agent and attorney-in-fact to
execute any financing statement, continuation statement or other instrument
required to be filed by the Indenture Trustee pursuant to this Section.


 


SECTION 3.6         Opinions
as to Owner Trust Estate.  (a) 
On the Closing Date, the Issuer shall furnish to the Indenture Trustee an
Opinion of Counsel either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording and filing of this
Indenture, any indentures supplemental hereto, and any other requisite
documents, and with respect to the execution and filing of any financing
statements and continuation statements, as are necessary to perfect and make
effective the lien and security interest of this Indenture and reciting the
details of such action, or stating that, in the opinion of such counsel, no
such action is necessary to make such lien and security interest effective.


 


(b)           On or before March 31 of each calendar year,
commencing with March 31, 2007, the Issuer shall furnish to the Indenture
Trustee an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing
of any financing statements and continuation statements as are necessary to
maintain the perfection of the lien and security interest created by this
Indenture and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain the perfection
of such lien and security interest.  Such
Opinion of Counsel shall also describe the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and


 


32





















 


the execution and
filing of any financing statements and continuation statements that will, in
the opinion of such counsel, be required to maintain the perfection of the lien
and security interest of this Indenture until March 31 in the following
calendar year.


 


SECTION 3.7         Performance
of Obligations; Servicing of Collateral Certificate.  (a)  The Issuer will not take any action
and will use its best efforts not to permit any action to be taken by others that
would release any Person from any of such Person’s material covenants or
obligations under any instrument or agreement included in the Owner Trust
Estate or that would result in the amendment, hypothecation, subordination,
termination or discharge of, or impair the validity or effectiveness of, any
such instrument or agreement, except as ordered by any bankruptcy or other
court or as expressly provided in this Indenture, any other Basic Documents or
such other instrument or agreement.


 


(b)           The Issuer may contract with other Persons to assist
it in performing its duties under this Indenture, and any performance of such
duties by a Person identified to the Indenture Trustee in an Officer’s
Certificate of the Issuer shall be deemed to be action taken by the
Issuer.  Initially, the Issuer has
contracted with the Administrator to assist the Issuer in performing its duties
under this Indenture.


 


(c)           The Issuer will punctually perform and observe all of
its obligations and agreements contained in this Indenture, the other Basic
Documents and in the instruments and agreements included in the Owner Trust
Estate, including but not limited to preparing (or causing to be prepared) and
filing (or causing to be filed) all UCC financing statements and continuation
statements required to be filed by the terms of this Indenture and the Deposit
and Administration Agreement in accordance with and within the time periods
provided for herein and therein.


 


(d)           If the Issuer shall have knowledge of the occurrence
of a Servicer Default under the Pooling and Servicing Agreement, the Issuer
shall promptly notify the Indenture Trustee and the Rating Agencies thereof in
accordance with Section 11.4, and shall specify in such notice the
action, if any, the Issuer is taking in respect of such default.  If a Servicer Default shall arise from the
failure of the Servicer to perform any of its duties or obligations under the
Pooling and Servicing Agreement with respect to the Collateral Certificate, the
Issuer shall take all reasonable steps available to it to remedy such failure.


 


(e)           Without derogating from the absolute nature of the
assignment granted to the Indenture Trustee under this Indenture or the rights
of the Indenture Trustee hereunder, the Issuer agrees that, unless such action
is specifically permitted hereunder or under the other Basic Documents, it will
not, without the prior written consent of the Indenture Trustee or Holders of
at least a majority of the Outstanding Amount of the Notes, amend, modify,
waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of any
Collateral or the Basic Documents (other than this Indenture), or waive timely
performance or observance by the Administrator or the Transferor under the
Deposit and Administration Agreement; provided that
no such amendment shall


 


33





















 


(i) increase or
reduce in any manner the amount of, or accelerate or delay the timing of,
distributions that are required to be made for the benefit of the Noteholders,
or (ii) reduce the aforesaid percentage of the Notes which is required to
consent to any such amendment, without the consent of Holders of 100% of the
Outstanding Amount of the Notes.  If any
such amendment, modification, supplement or waiver shall be so consented to by
the Indenture Trustee or such Noteholders, the Issuer agrees, promptly
following a request by the Indenture Trustee to do so, to execute and deliver,
in its own name and at its own expense, such agreements, instruments, consents
and other documents as are necessary or appropriate or as the Indenture Trustee
may deem necessary or appropriate under the circumstances.


 


SECTION 3.8         Negative
Covenants.  So long as any Note is
Outstanding, the Issuer shall not:


 


(a)           except as expressly permitted by this Indenture or the
other Basic Documents, sell, transfer, exchange or otherwise dispose of any of
the properties or assets of the Issuer, including those included in the Owner
Trust Estate, unless directed to do so by the Indenture Trustee;


 


(b)           claim any credit on, or make any deduction from the
principal or interest payable in respect of, the Notes (other than amounts
properly withheld from such payments under the Code) or assert any claim
against any present or former Noteholder by reason of the payment of the taxes
levied or assessed upon any part of the Owner Trust Estate; or


 


(c)           (i)  permit the validity or effectiveness of this
Indenture to be impaired, or permit the lien of this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to
be released from any covenants or obligations with respect to the Notes under
this Indenture except as may be expressly permitted hereby, (ii) permit
any lien, charge, excise, claim, security interest, mortgage or other
encumbrance (other than the lien of this Indenture) to be created on or extend
to or otherwise arise upon or burden the Owner Trust Estate or any part thereof
or any interest therein or the proceeds thereof (other than tax liens,
mechanics’ liens and other liens that arise by operation of law) or (iii) permit
the lien of this Indenture not to constitute a valid first priority (other than
with respect to any such tax, mechanics’ or other lien) security interest in
the Owner Trust Estate.


 


SECTION 3.9         Annual
Statement as to Compliance.  The
Issuer will deliver to the Indenture Trustee on or before March 31 of each
year, commencing March 31, 2006 and otherwise in compliance with the
requirements of TIA Section 314(a)(4), an Officer’s Certificate stating,
as to the Authorized Officer signing such Officer’s Certificate, that:


 


(a)           a review of the activities of the Issuer during such
year and of performance under this Indenture has been made under such
Authorized Officer’s supervision; and


 


34





















 


(b)           to the best of such Authorized Officer’s knowledge,
based on such review, the Issuer has complied with all conditions and covenants
in all material respects under this Indenture throughout such year, or, if
there has been a default in the compliance of any such condition or covenant,
specifying each such default known to such Authorized Officer and the nature
and status thereof.


 


SECTION 3.10       The
Issuer May Consolidate, Etc. Only on Certain Terms.  (a)  The Issuer shall not consolidate or
merge with or into any other Person, unless


 


(i)            the Person (if other than the Issuer) formed by or
surviving such consolidation or merger shall be a Person organized and existing
under the laws of the United States of America or any state thereof and shall
expressly assume, by an indenture supplemental hereto, executed and delivered
to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the
due and punctual payment of the principal of and interest on all the Notes and
the performance or observance of every agreement and covenant of this Indenture
on the part of the Issuer to be performed or observed, all as provided herein;


 


(ii)           immediately after giving effect to such transaction,
no Default or Event of Default shall have occurred and be continuing;


 


(iii)          the Rating Agency Condition shall have been satisfied
with respect to such transaction;


 


(iv)          the Issuer shall have received an Opinion of Counsel
(and shall have delivered copies thereof to the Indenture Trustee) to the
effect that such transaction will not have any material adverse tax consequence
to the Issuer, any Class A Noteholder or any Holder of Outstanding Subordinated
Interests;


 


(v)           such entity is not subject to regulation as an “investment
company” within the meaning of the Investment Company Act of 1940, as amended;


 


(vi)          any action as is necessary to maintain the lien and
security interest created by this Indenture shall have been taken; and


 


(vii)         the Issuer shall have delivered to the Indenture
Trustee an Officer’s Certificate and an Opinion of Counsel each stating that
such consolidation or merger and such supplemental indenture comply with this subsection 3.10(a)
and that all conditions precedent herein provided for relating to such
transaction have been complied with (including any filing required by the
Exchange Act).


 


(b)           Except as otherwise expressly permitted by this
Indenture or the other Basic Documents, the Issuer shall not convey or transfer
all or substantially all of its properties or assets, including those included
in the Owner Trust Estate, to any Person, unless:


 


35





















 


(i)            the Person that acquires by conveyance or transfer the
properties and assets of the Issuer the conveyance or transfer of which is
hereby restricted shall (A) be a United States citizen or a Person
organized and existing under the laws of the United States of America or any state
thereof, (B) expressly assume, by an indenture supplemental hereto,
executed and delivered to the Indenture Trustee, in form satisfactory to the
Indenture Trustee, the due and punctual payment of the principal of and
interest on all the Notes and the performance or observance of every agreement
and covenant of this Indenture on the part of the Issuer to be performed or
observed, all as provided herein, (C) expressly agree by means of such
supplemental indenture that all right, title and interest so conveyed or
transferred shall be subject and subordinate to the rights of the Noteholders, (D) unless
otherwise provided in such supplemental indenture, expressly agree to
indemnify, defend and hold harmless the Issuer against and from any loss,
liability or expense arising under or related to this Indenture and the Notes
and (E) expressly agree by means of such supplemental indenture that such
Person (or if a group of persons, then one specified Person) shall prepare (or
cause to be prepared) and make all filings with the Commission (and any other
appropriate Person) required by the Exchange Act in connection with the Notes;


 


(ii)           immediately after giving effect to such transaction,
no Default or Event of Default shall have occurred and be continuing;


 


(iii)          the Rating Agency Condition shall have been satisfied
with respect to such transaction;


 


(iv)          the Issuer shall have received an Opinion of Counsel
(and shall have delivered copies thereof to the Indenture Trustee) to the
effect that such transaction will not have any material adverse tax consequence
to the Issuer, any Class A Noteholder or any Holder of
Outstanding Subordinated Interests;


 


(v)           any action as is necessary to maintain the lien and
security interest created by this Indenture shall have been taken; and


 


(vi)          the Issuer shall have delivered to the Indenture
Trustee an Officers’ Certificate and an Opinion of Counsel each stating that
such conveyance or transfer and such supplemental indenture comply with this subsection 3.10(b)
and that all conditions precedent herein provided for relating to such
transaction have been complied with (including any filing required by the
Exchange Act).


 


SECTION 3.11       Successor
or Transferee.  (a)  Upon any
consolidation or merger of the Issuer in accordance with subsection 3.10(a),
the Person formed by or surviving such consolidation or merger (if other than
the Issuer) shall succeed to, and be substituted for, and may exercise every
right and power of, the Issuer under this Indenture with the same effect as if
such Person had been named as the Issuer herein.


 


(b)           Upon a conveyance or transfer of all the assets and
properties of the Issuer in accordance with subsection 3.10(b),
Target Credit Card Owner Trust 2005-1


 


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will be released from
every covenant and agreement of this Indenture to be observed or performed on
the part of the Issuer with respect to the Notes immediately upon the delivery
of written notice to the Indenture Trustee from the Person acquiring such
assets and properties stating that Target Credit Card Owner Trust 2005-1 is to
be so released.


 


SECTION 3.12       No
Other Business.  The Issuer shall not
engage in any business other than financing, purchasing, owning, selling and
managing the Collateral Certificate in the manner contemplated by this
Indenture and the other Basic Documents, issuing the Notes, making payments
thereon, and such other activities that are necessary, suitable or desirable to
accomplish the foregoing or are incidental to the purposes as set forth in Section 2.3
of the Trust Agreement.


 


SECTION 3.13       No
Borrowing.  The Issuer shall not
issue, incur, assume, guarantee or otherwise become liable, directly or
indirectly, for any indebtedness except for money borrowed in respect of the
Notes or in accordance with the Basic Documents.


 


SECTION 3.14       Administrator’s
Obligations.  The Issuer shall use
its best efforts to cause the Administrator to comply with the Deposit and
Administration Agreement.


 


SECTION 3.15       Guarantees,
Loans, Advances and Other Liabilities. 
Except as contemplated by the Deposit and Administration Agreement or
this Indenture, the Issuer shall not make any loan or advance or credit to, or
guarantee (directly or indirectly or by an instrument having the effect of
assuming another’s payment or performance on any obligation or capability of so
doing or otherwise), endorse or otherwise become contingently liable, directly
or indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any
stock, obligations, assets or securities of, or any other interest in, or make
any capital contribution to, any other Person.


 


SECTION 3.16       Capital
Expenditures.  The Issuer shall not
make any expenditure (by long-term or operating lease or otherwise) for capital
assets (either realty or personalty) other than the purchase of the Collateral
Certificate and related property pursuant to the Deposit and Administration
Agreement.


 


SECTION 3.17       Restricted
Payments.  The Issuer shall not,
directly or indirectly, (a) pay any dividend or make any distribution (by
reduction of capital or otherwise), whether in cash, property, securities or a
combination thereof, to the Owner Trustee or any owner of a beneficial interest
in the Issuer or otherwise with respect to any ownership or equity interest or
security in or of the Issuer, (b) redeem, purchase, retire, or otherwise
acquire for value any such ownership or equity interest or security or (c) set
aside or otherwise segregate any amounts for any such purpose; provided that the Issuer may make, or cause to be made,
distributions to the Depositor, the Owner Trustee, the Administrator, the
Indenture Trustee and the Noteholders as permitted by, and to the extent funds
are available for such purpose under, the Basic Documents.  The Issuer will


 


37





















 


not, directly or indirectly, make payments to or distributions from the
Note Distribution Account except in accordance with this Indenture and the
other Basic Documents.


 


SECTION 3.18       Notice
of Events of Default.  The Issuer
agrees to give the Indenture Trustee and the Rating Agencies prompt (and in any
event within five Business Days) written notice of each Event of Default,
Servicer Default and each default on the part of the Depositor of its
obligations under the Deposit and Administration Agreement.


 


SECTION 3.19       Further
Instruments and Acts.  The Issuer
will execute and deliver such further instruments and do such further acts as
may be reasonably necessary or proper to carry out more effectively the purpose
of this Indenture.


 


SECTION 3.20       Removal
of Administrator.  So long as any
Note is Outstanding, the Issuer shall not remove the Administrator without
cause unless the Rating Agency Condition shall have been satisfied in
connection with such removal.


 


SECTION 3.21       Representations
and Warranties of the Issuer with Respect to the Collateral Certificate.  The Issuer hereby represents and warrants to
the Indenture Trustee that as of the date hereof:


 


(a)           Valid Security Interest. 
This Indenture creates a valid and continuing security interest (as
defined in the applicable UCC) in the Collateral Certificate in favor of the
Indenture Trustee which security interest is prior to all other liens and is
enforceable as such against the creditors of and purchasers from the Issuer.


 


(b)           Certificated Security. 
The Collateral Certificate constitutes a “certificated security” within
the meaning of the applicable UCC.


 


(c)           Good Title.  Prior to the
pledge to the Indenture Trustee, the Issuer owns and has good and marketable
title to the Collateral Certificate free and clear of any Lien, claim or
encumbrance of any Person.


 


(d)           Delivery.  The sole
original Collateral Certificate has been delivered to the Indenture Trustee
with an undated bond power covering the Collateral Certificate, duly executed
by the Issuer and endorsed in blank.


 


(e)           No Other Pledge.  Other than
the security interested granted to the Indenture Trustee pursuant to this
Indenture, the Issuer has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed the Collateral Certificate.  The Issuer has not authorized the filing of
and is not aware of any financing statements against the Issuer that include a
description of collateral covering the Collateral Certificate other than any
financing statement relating to the security interest granted to the Indenture
Trustee hereunder.  The Issuer is not
aware of any judgment or tax lien filings against the Issuer.  The Collateral Certificate has no marks or
notations indicating that it has been pledged, assigned or otherwise conveyed
by the Issuer to any Person other than the Indenture Trustee.


 


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ARTICLE IV


 


SATISFACTION AND DISCHARGE


 


SECTION 4.1         Satisfaction
and Discharge of Indenture.  This
Indenture shall cease to be of further effect with respect to the Notes except
as to (a) rights of registration of transfer and exchange, (b) substitution
of mutilated, destroyed, lost or stolen Class A Notes or Subordinated
Interest Certificates, (c) rights of Noteholders to receive payments of
principal thereof and interest thereon, (d) Sections  3.2, 3.3,
3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.15,
3.16 and 3.18, (e) the rights, obligations and immunities of
the Indenture Trustee hereunder (including the rights of the Indenture Trustee
under Section 6.7 and the obligations of the Indenture Trustee
under Section 4.2) and (f) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when,


 


(i)            either:


 


(A)          all Notes theretofore authenticated and delivered
(other than (1) the Class A Notes and Subordinated Interest
Certificates that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 2.5 and (2) the Notes
for which payment money has theretofore been deposited in trust or segregated
and held in trust by the Issuer and thereafter repaid to the Issuer or
discharged from such trust, as provided in Section 3.3) have been
delivered to the Indenture Trustee for cancellation; or


 


(B)           all Class A Notes and Subordinated Interests not
theretofore delivered to the Indenture Trustee for cancellation (x) have become
due and payable, (y) will become due and payable within one year on the Legal
Maturity Date, or (z) are to be called for redemption pursuant to Article X
and the Issuer has irrevocably deposited or caused to be irrevocably deposited
with the Indenture Trustee cash or direct obligations of or obligations
guaranteed by the United States of America (which will mature prior to the date
such amounts are payable), in trust for such purpose, in an amount sufficient
to pay and discharge the entire unpaid principal and accrued interest on such Class A
Notes and Subordinated Interest Certificates not theretofore delivered to the
Indenture Trustee for cancellation when due or on the Redemption Date (if the
Notes shall have been called for redemption pursuant to Section 10.1),
as applicable;


 


(ii)           the Issuer has paid or caused to be paid all other
sums payable hereunder by the Issuer; and


 


(iii)          the Issuer has delivered to the Indenture Trustee an
Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the


 


39





















 


Indenture Trustee) an Independent Certificate
from a firm of certified public accountants, each meeting the applicable
requirements of Section 11.1 and each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of
this Indenture have been complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Issuer
to the Indenture Trustee under Section 6.7 and, if money shall have
been deposited with the Indenture Trustee pursuant to subclause (B) of
clause (i) of this Section, the obligations of the Indenture
Trustee under Section 4.2 and the last paragraph of Section 3.3
shall survive such satisfaction and discharge.


 


SECTION 4.2         Application
of Trust Money.  All moneys deposited
with the Indenture Trustee pursuant to subsection 4.1(i)(B) shall
be held in trust and applied by it, in accordance with the provisions of the
Notes and this Indenture, to the payment, either directly or through any Paying
Agent, as the Indenture Trustee may determine, to the Noteholders for the
payment or redemption of the Notes for which such moneys have been deposited
with the Indenture Trustee, of all sums due and to become due thereon for
principal and interest; but such moneys need not be segregated from other funds
except to the extent required herein or in the Deposit and Administration
Agreement or required by law.


 


SECTION 4.3         Repayment
of Moneys Held by Paying Agent.  In
connection with the satisfaction and discharge of this Indenture with respect
to the Notes, all moneys then held by any Paying Agent other than the Indenture
Trustee under the provisions of this Indenture with respect to such Notes
shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held
and applied according to Section 3.3 and thereupon such Paying
Agent shall be released from all further liability with respect to such moneys.


 


SECTION 4.4         No
Revocation or Termination of Issuer Without Noteholder Approval.  Notwithstanding anything herein to the
contrary, in no event shall the Indenture Trustee consent to the termination or
revocation of the Issuer pursuant to subsection 8.1(c) of the Trust
Agreement without the consent of the Holders of a majority of the Outstanding
Amount of the Notes, by Act of such Noteholders delivered to the Issuer and the
Indenture Trustee.


 


ARTICLE V


 


EVENTS OF DEFAULT AND REMEDIES


 


SECTION 5.1         Events
of Default.  “Event of Default”,
wherever used herein, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


40





















 


(a)           the failure by the Issuer to pay the Outstanding Class A
Note Principal Balance and the Outstanding Subordinated Principal Balance in
full on the Legal Maturity Date;


 


(b)           a failure by the Issuer to pay any interest due on any
Outstanding Note on any Distribution Date, and such failure shall continue for
35 days after such Distribution Date;


 


(c)           an Insolvency Event occurs related to the Issuer;


 


(d)           failure on the part of the Issuer duly to observe or
perform in any material respect any covenants or agreements of the Issuer set
forth herein, which failure has a material adverse effect on the Class A
Noteholders or the Holders of the Outstanding Subordinated Interests and which
continues unremedied for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Issuer by the Administrator or the Indenture Trustee, or to the
Issuer and the Indenture Trustee by the Holders of more than 50% of the
Outstanding Amount of the Notes and continues to affect materially and
adversely the interests of the Noteholders for such 60-day period; and


 


(e)           the Issuer is subject to regulation as an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


 


SECTION 5.2         Acceleration
of Maturity; Rescission and Annulment. 
If an Event of Default shall occur and be continuing, then and in every
such case the Indenture Trustee or the Noteholders of not less than a majority
of the Outstanding Amount of the Notes may declare all the Notes to be
immediately due and payable, by a notice in writing to the Issuer (and to the
Indenture Trustee if given by the Noteholders), and upon any such declaration
the unpaid principal amount of such Notes, together with accrued and unpaid
interest thereon through the date of acceleration, if any, shall become
immediately due and payable.


 


At any time
after such declaration of acceleration of maturity has been made and before a
judgment or decree for payment of the money due has been obtained by the
Indenture Trustee as hereinafter in this Article V provided, the Holders
of a majority of the Outstanding Amount of the Notes, by written notice to the
Issuer and the Indenture Trustee, may rescind and annul such declaration and
its consequences; provided that no such rescission
shall (i) terminate the Early Amortization Period under the Series Supplement
or its effects, or (ii) affect any subsequent default or impair any right
consequent thereto.


 


SECTION 5.3         Collection
of Indebtedness and Suits for Enforcement by the Indenture Trustee.  (a)  The Issuer covenants that if (i) default
is made in the payment of any interest on any Class A Note or Outstanding Subordinated
Interests when the same becomes due and payable, and such default continues
beyond the grace period specified herein for such payment, or (ii) default
is made in the payment in full of the principal of any Outstanding Note on the
Legal Maturity Date, the Issuer will, upon 


 


41





















 


demand of the Indenture Trustee, pay to it, for the benefit of the Holders
of Outstanding Notes, the whole amount then due and payable on such Outstanding
Notes for principal and interest, with interest at the applicable Note Interest
Rate upon the overdue principal, and, to the extent payment at such rate of
interest shall be legally enforceable, upon overdue installments of interest,
at the applicable Note Interest Rate borne by the Notes plus
2.00% per annum.


 


(b)           In case the Issuer shall fail forthwith to pay such
amounts upon such demand, the Indenture Trustee, in its own name and as trustee
of an express trust, may institute a proceeding for the collection of the sums
so due and unpaid, and may prosecute such proceeding to judgment or final
decree, and may enforce the same against the Issuer or other obligor upon such
Notes and collect in the manner provided by law out of the property of the
Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged
or decreed to be due and payable.


 


(c)           If an Event of Default occurs and is continuing, the Indenture
Trustee may, as more particularly provided in Section 5.4, in its
discretion, proceed to protect and enforce its rights and the rights of the
Noteholders, by such appropriate proceedings as the Indenture Trustee shall
deem most effective to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper
remedy or legal or equitable right vested in the Indenture Trustee by this
Indenture or by law.


 


(d)           In case there shall be pending, relative to the Issuer
or any other obligor upon the Notes or any Person having or claiming an
ownership interest in the Owner Trust Estate, proceedings under Title 11 of the
United States Code or any other applicable Federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official
shall have been appointed for or taken possession of the Issuer or its property
or such other obligor or Person, or in the case of any other comparable
judicial proceedings relative to the Issuer or other obligor upon the Notes, or
to the creditors or property of the Issuer or such other obligor, the Indenture
Trustee, irrespective of whether the principal of any Notes shall then be due
and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Indenture Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:


 


(i)            to file and prove a claim or claims for the whole
amount of principal and interest owing and unpaid in respect of the Notes and
to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Indenture Trustee (including any claim for
reasonable compensation to the Indenture Trustee and each predecessor Indenture
Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the Indenture Trustee and each predecessor Indenture Trustee, except as a
result of negligence, bad faith or willful misconduct) and of the Noteholders
allowed in such proceedings;


 


42





















 


(ii)           unless prohibited by applicable law and regulations,
to vote on behalf of the Noteholders in any election of a trustee, a standby
trustee or person performing similar functions in any such proceedings;


 


(iii)          to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute all amounts
received with respect to the claims of the Noteholders and of the Indenture
Trustee on their behalf; and


 


(iv)          to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Indenture Trustee or the Noteholders allowed in any judicial proceedings
relative to the Issuer, its creditors and its property;


 


and any
trustee, receiver, liquidator, custodian or other similar official in any such
proceeding is hereby authorized by each of such Noteholders to make payments to
the Indenture Trustee, and, in the event that the Indenture Trustee shall
consent to the making of payments directly to such Noteholders, to pay to the
Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence or willful
misconduct.


 


(e)           Nothing herein contained shall be deemed to authorize
the Indenture Trustee to authorize or consent to or vote for or accept or adopt
on behalf of any Noteholder any plan of reorganization, arrangement, adjustment
or composition affecting the Notes or the rights of any Noteholder or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.


 


(f)            All rights of action and of asserting claims under
this Indenture, or under any of the Notes, may be enforced by the Indenture
Trustee without the possession of any of the Class A Notes or any
Subordinated Interest Certificates or the production thereof in any trial or
other proceedings relative thereto, and any such action or proceedings
instituted by the Indenture Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment, subject to the payment of
the expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents and attorneys, shall
be for the ratable benefit of the Noteholders, subject to the payment
priorities described below.


 


(g)           In any proceedings brought by the Indenture Trustee (and
also any proceedings involving the interpretation of any provision of this
Indenture to which the Indenture Trustee shall be a party), the Indenture
Trustee shall be held to represent all of the Noteholders, and it shall not be
necessary to make any Noteholder a party to any such proceedings.


 


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SECTION 5.4         Remedies;
Priorities.  (a)  If an Event of
Default shall have occurred and be continuing and the Notes have been
accelerated under Section 5.2, the Indenture Trustee may do one or
more of the following (subject to Section 5.5):


 


(i)            institute
proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Notes or under this Indenture
with respect thereto, whether by declaration or otherwise, enforce any judgment
obtained, and collect from the Issuer and any other obligor upon such Notes
moneys adjudged due;


 


(ii)           institute
proceedings from time to time for the complete or partial foreclosure of this
Indenture with respect to the Owner Trust Estate;


 


(iii)          exercise
any remedies of a secured party under the relevant UCC and take any other
appropriate action to protect and enforce the rights and remedies of the
Indenture Trustee and the Noteholders; and


 


(iv)          sell
the Owner Trust Estate or any portion thereof or rights or interest therein, at
one or more public or private sales called and conducted in any manner
permitted by law;


 


provided that the Indenture Trustee may not
sell or otherwise liquidate the Owner Trust Estate following an Event of
Default, unless (A) the Holders of 100% of the Outstanding Amount of the
Notes consent thereto, (B) the proceeds of such sale or liquidation
distributable to the Noteholders are sufficient to discharge in full all
amounts then due and unpaid upon such Outstanding Notes for principal and
interest, or (C)(1) there has been an Event of Default described in subsections
5.1(a) or (b), (2) the Indenture Trustee determines that
the Owner Trust Estate will not continue to provide sufficient funds for the
payment of principal of and interest on the Outstanding Notes as they would
have become due if the Notes had not been declared due and payable, and (3) the
Indenture Trustee obtains the consent of Holders of 66-2/3% of the Outstanding
Amount of the Notes.  In determining such
sufficiency or insufficiency with respect to clauses (B) and (C),
the Indenture Trustee may, but need not, obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Owner
Trust Estate for such purpose.  In
addition, the Indenture Trustee may sell or otherwise liquidate the portion of
the Owner Trust Estate consisting of the Collateral Certificate only in
accordance with and upon satisfaction of the requirements of Section 9.5
of the Series Supplement.


 


(b)           If the Indenture
Trustee collects any money or property pursuant to this Article V,
it shall pay out such money or property held as Collateral for the benefit of
the Noteholders in the following order:


 


FIRST: 
to Class A Noteholders for amounts due and unpaid on the Class A
Notes for interest and principal, ratably, without preference or priority of


 


44





















 


any kind, according to the amounts due and payable on the Class A
Notes for interest and principal;


 


SECOND: 
to Subordinated Interest Holders for amounts due and unpaid on the
Subordinated Interests for interest and principal, ratably, without preference
or priority of any kind, according to the amounts due and payable on the
Subordinated Interests for interest and principal;


 


THIRD: 
to the Issuer for payment of all liabilities of the Issuer in accordance
with the Basic Documents and applicable law; and


 


FOURTH: 
to the Certificateholder.


 


The Indenture Trustee may, upon notification to the Issuer, fix a
record date and Distribution Date for any payment to Noteholders pursuant to
this Section.  At least fifteen (15) days
before such record date, the Indenture Trustee shall mail or send by facsimile
to each Noteholder a notice that states the record date, the Distribution Date
and the amount to be paid.


 


SECTION 5.5         Optional
Preservation of the Owner Trust Estate. 
If the Notes have been declared to be due and payable under Section 5.2
following an Event of Default and such declaration and its consequences have
not been rescinded and annulled, the Indenture Trustee may, but need not, elect
to maintain possession of the Owner Trust Estate.  It is the desire of the parties hereto and
the Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether to maintain possession of the
Owner Trust Estate.  In determining
whether to maintain possession of the Owner Trust Estate, the Indenture Trustee
may, but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Owner Trust Estate for such
purpose.


 


SECTION 5.6         Limitation
of Suits.  No Noteholder shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless:


 


(a)           such Noteholder has
previously given written notice to the Indenture Trustee of a continuing Event
of Default;


 


(b)           the Holders of not less
than 25% of the Outstanding Amount of the Notes have made written request to
the Indenture Trustee to institute such proceeding in respect of such Event of
Default in its own name as the Indenture Trustee hereunder;


 


(c)           such Noteholder has or
Noteholders have offered to the Indenture Trustee indemnity reasonably
satisfactory to it against the costs, expenses and liabilities to be incurred
in complying with such request;


 


45





















 


(d)           the Indenture Trustee
for 60 days after its receipt of such notice, request and offer of indemnity
has failed to institute such proceedings; and


 


(e)           no direction
inconsistent with such written request has been given to the Indenture Trustee
during such 60-day period by the Holders of a majority of the Outstanding
Amount of the Notes;


 


it being
understood and intended that no one or more Noteholders shall have any right in
any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Noteholder or
to obtain or to seek to obtain priority or preference over any other Noteholder
or to enforce any right under this Indenture, except in the manner herein
provided.


 


In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Noteholders,
each holding less than a majority of the Outstanding Amount of the Notes, the
Indenture Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture.


 


SECTION 5.7         Unconditional
Rights of Noteholders To Receive Principal and Interest.  Notwithstanding any other provisions in this
Indenture, each Noteholder shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest, if any, on
any Note held by it on or after the respective due dates thereof expressed in
such Note or in this Indenture (or, in the case of redemption, on or after the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Noteholder.


 


SECTION 5.8         Restoration
of Rights and Remedies.  If the
Indenture Trustee or any Noteholder has instituted any Proceeding to enforce
any right or remedy under this Indenture and such Proceeding has been
discontinued or abandoned for any reason or has been determined adversely to
the Indenture Trustee or to such Noteholder, then and in every such case the
Issuer, the Indenture Trustee and the Noteholders shall, subject to any
determination in such Proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Indenture Trustee and the Noteholders shall continue as though no such
proceeding had been instituted.


 


SECTION 5.9         Rights
and Remedies Cumulative.  No right or
remedy herein conferred upon or reserved to the Indenture Trustee or to the
Noteholders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


 


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SECTION 5.10       Delay
or Omission Not a Waiver.  No delay
or omission of the Indenture Trustee or any Noteholder in exercising any right
or remedy accruing upon any Default or Event of Default shall impair any such
right or remedy or constitute a waiver of any such Default or Event of Default
or an acquiescence therein.  Every right
and remedy given by this Article V or by law to the Indenture Trustee
or to the Noteholders may be exercised from time to time, and as often as may
be deemed expedient, by the Indenture Trustee or by the Noteholders, as the
case may be.


 


SECTION 5.11       Control
by Noteholders.  The Holders of a
majority of the Outstanding Amount of the Notes shall have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the Indenture Trustee with respect to the Notes or exercising any
trust or power conferred on the Indenture Trustee; provided that:


 


(a)           such direction shall
not be in conflict with any applicable law or with this Indenture;


 


(b)           subject to the express
terms of Section 5.4, any direction to the Indenture Trustee to
sell or liquidate the Owner Trust Estate shall be by Holders of not less than
100% of the Outstanding Amount of the Notes;


 


(c)           if the conditions set
forth in Section 5.5 have been satisfied and the Indenture Trustee
elects to retain the Owner Trust Estate pursuant to such Section, then any
direction to the Indenture Trustee by Holders representing less than 100% of
the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate
shall be of no force and effect;


 


(d)           the Indenture Trustee
may take any other action deemed necessary by the Indenture Trustee that is not
inconsistent with such direction; and


 


(e)           such direction shall be
in writing;


 


provided, further,
that, subject to Section 6.1, the Indenture Trustee need not take
any action that it determines might involve it in liability or might materially
adversely affect the rights of any Noteholders not consenting to such action
but who otherwise have a right to consent to such action prior to such action
being taken.


 


SECTION 5.12       Waiver
of Past Defaults.  Prior to the
declaration of the acceleration of the Notes as provided in Section 5.2,
the Holders of not less than a majority of the Outstanding Amount of the Notes
may, on behalf of all such Noteholders, waive any past Default or Event of
Default and its consequences except a Default (a) in payment of principal
of or interest on any of the Notes or (b) in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of
each Noteholder.  In the case of any such
waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored
to their former positions and rights hereunder, respectively; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereto.


 


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Upon any such waiver, such Default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.  The Issuer shall give prompt
written notice of any waiver to the Rating Agencies.


 


SECTION 5.13       Undertaking
for Costs.  All parties to this
Indenture agree, and each Noteholder by such Noteholder’s acceptance of a Note
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Indenture Trustee for any action taken, suffered or
omitted by it as the Indenture Trustee, the filing by any party litigant in
such Proceeding of an undertaking to pay the costs of such Proceeding, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such Proceeding,
having due regard to the merits and good faith of the claims or defenses made
by such party litigant; but the provisions of this Section shall not apply
to (a) any suit instituted by the Indenture Trustee, (b) any suit
instituted by any Noteholder or group of Noteholders, in each case holding in
the aggregate more than 10% of the Outstanding Amount of the Notes, or (c) any
suit instituted by any Noteholder for the enforcement of the payment of
principal of or interest on any Note on or after the respective due dates
expressed in such Note and in this Indenture (or, in the case of redemption, on
or after the Redemption Date).


 


SECTION 5.14       Waiver
of Stay or Extension Laws.  The
Issuer covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead or in any manner whatsoever, claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance
of this Indenture; and the Issuer (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Indenture Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


 


SECTION 5.15       Action
on Notes.  The Indenture Trustee’s
right to seek and recover judgment on the Notes or under this Indenture shall
not be affected by the seeking, obtaining or application of any other relief
under or with respect to this Indenture. 
Neither the lien of this Indenture nor any rights or remedies of the
Indenture Trustee or the Noteholders shall be impaired by the recovery of any
judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Owner Trust Estate or
upon any of the assets of the Issuer. 
Any money or property collected by the Indenture Trustee shall be
applied in accordance with subsection 5.4(b).


 


SECTION 5.16       Performance
and Enforcement of Certain Obligations. 
The Issuer agrees to take all such lawful action as is necessary to
compel or secure the performance and observance by the Depositor and the
Administrator, as applicable, of


 


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each of their
respective obligations to the Issuer under or in connection with the Deposit
and Administration Agreement in accordance with the terms thereof, and to
exercise any and all rights, remedies, powers and privileges lawfully available
to the Issuer under or in connection with the Deposit and Administration
Agreement, including the transmission of notices of default on the part of the
Depositor or the Administrator thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Depositor or the Administrator of each of their respective obligations under
the Deposit and Administration Agreement.


 


SECTION 5.17       Sale
of Owner Trust Estate.


 


(a)                   The
method, manner, time, place and terms of any sale of Owner Trust Estate (or
portion thereof) pursuant to subsection 5.4(a)(iv) shall be
commercially reasonable.  The Indenture
Trustee may, from time to time, postpone any sale by public announcement made
at the time and place of such sale.  The
Indenture Trustee hereby expressly waives its right to any amount fixed by law
as compensation for any sale.


 


(b)                   The
Indenture Trustee is hereby irrevocably appointed the agent and
attorney-in-fact of the Issuer in connection with any sale of the Owner Trust
Estate (or any portion thereof) pursuant to subsection 5.4(a)(iv).  No purchaser or transferee at any such sale
shall be bound to ascertain the Indenture Trustee’s authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
monies.


 


(c)                   In
its exercise of the foreclosure remedy pursuant to subsection 5.4(a)(iv),
the Indenture Trustee shall solicit, or cause to be solicited, bids from
prospective purchasers for the Owner Trust Estate (or portions thereof).  The Indenture Trustee shall sell the Owner
Trust Estate (or portions thereof) to the bidder with the highest cash purchase
offer.  The proceeds of any such sale
shall be applied in accordance with subsection 5.4(b).


 


(d)                   Prior
to its exercise of the foreclosure remedy pursuant to subsection 5.4(a)(iv),
the Indenture Trustee shall provide written notice to the Transferor of its
intent to exercise such remedy, including the date and time by which bids
solicited pursuant to subsection 5.17(c) are due.


 


(e)                   In
connection with the Indenture Trustee’s exercise of its rights under this Section 5.17,
the Indenture Trustee may retain independent auditors and other experts and
shall be entitled to conclusively rely upon the determination of any such
independent auditors or other experts appointed with due care.


 


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ARTICLE VI


 


THE INDENTURE TRUSTEE


 


SECTION 6.1         Duties
of the Indenture Trustee.  (a) 
The Indenture Trustee, both prior to and after the occurrence of an Event of
Default, shall undertake to perform such duties and only such duties as are
specifically set forth in this Indenture and the Deposit and Administration
Agreement.  If an Event of Default
actually known to the Indenture Trustee has occurred and is continuing, the
Indenture Trustee shall exercise the rights and powers vested in it by this Indenture
and the Deposit and Administration Agreement and use the same degree of care
and skill in its exercise of such rights and powers as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own
affairs; provided, however, that if the Indenture Trustee
shall assume the duties of the Administrator pursuant to Section 5.1
of the Deposit and Administration Agreement, the Indenture Trustee in
performing such duties shall use the degree of skill and attention customarily
exercised by an administrator with respect to a similar trust estate that it
administers for itself.


 


The Indenture Trustee, upon receipt of any resolutions, certificates,
statements, opinions, reports, documents, orders, or other instruments
furnished to the Indenture Trustee that shall be specifically required to be
furnished pursuant to any provision of this Indenture or the Deposit and
Administration Agreement, shall examine them to determine whether they
substantially conform to the requirements of this Indenture or the Deposit and
Administration Agreement; provided,
however, that the Indenture
Trustee shall not be responsible for the accuracy or content of any such
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Administrator to the Indenture Trustee pursuant to
this Indenture or the Deposit and Administration Agreement and the Indenture
Trustee need not confirm or investigate the accuracy of any mathematical
calculations or other facts stated therein.


 


(b)           No provision of this
Indenture shall be construed to relieve the Indenture Trustee from liability
for its own negligent action, its own negligent failure to act or its own bad
faith or willful misconduct; provided,
however, that:


 


(i)            prior
to the occurrence of an Event of Default, and after the curing of all such
Events of Default, the Indenture Trustee undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture and the
Deposit and Administration Agreement, and no implied covenants or obligations
shall be read into this Indenture or the Deposit and Administration Agreement
against the Indenture Trustee, and in the absence of bad faith on its part or
manifest error, the Indenture Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Indenture Trustee and conforming to
the requirements of this Indenture or the Deposit and Administration Agreement;


 


(ii)           the
Indenture Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer unless it is proved that the


 


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Indenture Trustee was negligent in
ascertaining the pertinent facts nor shall the Indenture Trustee be liable with
respect to any action it takes or omits to take in good faith in accordance
with this Indenture or in accordance with a direction received by it pursuant
to Section 5.11; and


 


(iii)          the
Indenture Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority of the Outstanding Amount of the Notes, determined as
provided in Sections  2.1, 2.4 and 5.11, relating to
the time, method and place of conducting any proceeding for any remedy
available to the Indenture Trustee, or exercising any trust or power conferred
upon the Indenture Trustee, under this Indenture with respect to the Notes or
the Certificate.


 


(c)           The Indenture Trustee
shall not be liable for interest on any money received by it except as the
Indenture Trustee may agree in writing with the Issuer.


 


(d)           Money held in trust by
the Indenture Trustee need not be segregated from other funds except to the
extent required by law or the terms of this Indenture or the Deposit and
Administration Agreement.


 


(e)           No provision of this
Indenture shall require the Indenture Trustee to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers, if it shall have
reasonable grounds to believe that repayment of such funds or indemnity
satisfactory to it against such risk or liability is not assured to it, and
none of the provisions contained in this Indenture shall in any event require
the Indenture Trustee to perform, or be responsible for the manner of
performance of, any of the obligations of the Administrator under this
Indenture except during such time, if any, as the Indenture Trustee shall be
the successor to, and be vested with the rights, duties, powers and privileges
of, the Administrator in accordance with the terms of the Deposit and
Administration Agreement.


 


(f)            Except for actions
expressly authorized by this Indenture or, based upon an Opinion of Counsel, in
the best interests of the Noteholders, the Indenture Trustee shall take no
action reasonably likely to impair the security interests created or existing
under any asset which is part of the Collateral or to impair the value of any
asset which is part of the Collateral.


 


(g)           Every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Indenture Trustee shall be subject to the provisions of this Section and
to the provisions of the TIA.


 


SECTION 6.2         Rights
of the Indenture Trustee.  (a) 
The Indenture Trustee may conclusively rely on any document (whether in its
original or facsimile form) believed by it to be genuine and to have been
signed or presented by the proper person. 
The Indenture Trustee need not investigate any fact or matter stated in
the document.


 


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(b)           Before the Indenture
Trustee acts or refrains from acting, it may require an Opinion of
Counsel.  The Indenture Trustee shall not
be liable for any action it takes, suffers or omits to take in good faith in
reliance on the Opinion of Counsel.


 


(c)           The Indenture Trustee
may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys or a custodian
or nominee, and the Indenture Trustee shall not be responsible for any
misconduct or negligence on the part of, or for the supervision of, any such
agent, attorney, custodian or nominee appointed with due care by it
hereunder.  The Indenture Trustee shall
have no duty to monitor the performance of the Issuer.


 


(d)           The Indenture Trustee
shall not be personally liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s
conduct does not constitute willful misconduct, negligence or bad faith.


 


(e)           The Indenture Trustee
may consult with counsel of its own selection, and the written advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Notes shall be full and complete authorization and protection from
liability in respect of any action taken, omitted or suffered by it hereunder
in good faith and in accordance with the written advice or opinion of such
counsel.  A copy of such written advice
or Opinion of Counsel shall be provided to the Depositor, the Administrator and
the Rating Agencies.


 


(f)            Prior to the
occurrence of an Event of Default and after the curing of all Events of Default
that may have occurred, the Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, or other paper or document, unless requested in writing to do
so by Holders of not less than 25% of the Outstanding Amount of the Notes; provided, however,
that if the payment within a reasonable time to the Indenture Trustee of the
costs, expenses, or liabilities likely to be incurred by it in the making of
such investigation shall be, in the opinion of the Indenture Trustee, not
reasonably assured to the Indenture Trustee by the security afforded to it by
the terms of this Indenture, the Indenture Trustee may require reasonable
indemnity satisfactory to it against such cost, expense, or liability or
payment of such expenses as a condition precedent to so proceeding.  If the Indenture Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Issuer, personally or by agent or attorney
at the sole cost of the Issuer and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation.  Nothing in this clause (f) shall affect
the obligation of the Issuer or the Administrator to observe any applicable law
prohibiting disclosure of information regarding the obligors.


 


(g)           The Indenture Trustee
shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Noteholders
pursuant to this Indenture, unless such Noteholders shall have offered to the
Indenture Trustee security or indemnity satisfactory to the Indenture Trustee
against


 


52





















 


the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction.


 


(h)           The Indenture Trustee
shall not be deemed to have notice or knowledge of any Default or Event of
Default unless a Responsible Officer of the Indenture Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Indenture Trustee at the Corporate Trust Office of
the Indenture Trustee, and such notice references the Notes and this Indenture.


 


(i)            The rights,
privileges, protections, immunities and benefits given the Indenture Trustee,
including, without limitation, its right to be indemnified are extended to, and
shall be enforceable by, the Indenture Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder.


 


SECTION 6.3         Individual
Rights of the Indenture Trustee.  The
Indenture Trustee in its individual or any other capacity may become the owner
or pledgee of Class A Notes and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not the Indenture
Trustee; provided, however, that the Indenture Trustee shall
take no such action that shall cause it to no longer meet the requirements of Rule 3(a)-7(a)(4)(i) under
the Investment Company Act of 1940, as amended (the “Investment Company Act”).  Any Paying Agent, the Note Registrar,
co-registrar or co-paying agent may do the same with like rights.  The Indenture Trustee shall in any event
comply with Sections 6.11 and 6.12.


 


SECTION 6.4         The
Indenture Trustee’s Disclaimer.  The
Indenture Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, shall not be
accountable for the Issuer’s use of the proceeds from the Notes, and shall not
be responsible for any statement of the Issuer in the Indenture or in any
document issued in connection with the sale of the Notes or in the Class A
Notes or any Subordinated Interest Certificates other than the Indenture
Trustee’s certificate of authentication.


 


SECTION 6.5         Notice
of Defaults.  If a Default occurs and
is continuing and if it is either actually known or written notice of the
existence thereof has been delivered to a Responsible Officer of the Indenture
Trustee, the Indenture Trustee shall mail to each Noteholder notice of the
Default within 90 days after such knowledge or notice occurs.  Except in the case of a Default in accordance
with the provisions of Section 313(c) of the TIA in payment of
principal of or interest on any Note (including payments pursuant to the
mandatory redemption provisions of such Note), the Indenture Trustee may
withhold the notice if and so long as a committee of its Responsible Officers
in good faith determines that withholding the notice is in the interest of the
Noteholders.


 


SECTION 6.6         Reports
by the Indenture Trustee to Holders. 
Within the prescribed period of time for tax reporting purposes after
the end of each calendar year during the term of this Indenture, the Indenture
Trustee shall deliver to each Holder such information as may be reasonably
required to enable such Holder to prepare its


 


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United States
federal, state and local income or franchise tax returns for such calendar
year.


 


SECTION 6.7         Compensation
and Indemnity.  The Issuer shall
cause the Administrator pursuant to the Deposit and Administration Agreement to
pay to the Indenture Trustee from time to time such compensation as agreed upon
from time to time for its services.  The
Indenture Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. 
The Issuer shall cause the Administrator pursuant to the Deposit and
Administration Agreement to reimburse the Indenture Trustee for all
out-of-pocket expenses incurred or made by it, including costs of collection,
in addition to the compensation for its services.  Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Indenture Trustee’s
agents, counsel, accountants and experts. 
The Issuer shall cause the Administrator pursuant to the Deposit and
Administration Agreement to fully indemnify the Indenture Trustee and any
predecessor Indenture Trustee against any and all loss, liability, claim,
damage or expense (including the fees and expenses of outside counsel) incurred
by it in connection with the acceptance and administration of this trust
including costs and expenses of defending itself against any claim (whether
asserted by the Issuer or any Holder or any other Person) or liability in
connection with the performance of its duties hereunder.  The Indenture Trustee shall, upon a
Responsible Officer obtaining actual knowledge thereof, notify the Issuer and
the Administrator promptly of any claim for which it may seek indemnity.


 


The Administrator’s payment obligations to the Indenture Trustee
pursuant to this Section shall survive the discharge of this
Indenture.  When the Indenture Trustee
incurs expenses after the occurrence of a Default specified in subsection 5.1(c) with
respect to the Issuer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other applicable
federal or state bankruptcy, insolvency or similar law.


 


Notwithstanding anything herein to the contrary, the Indenture Trustee’s
right to enforce any of the Administrator’s payment obligations pursuant to
this Section 6.7 shall be subject to the provisions of Section 11.16
and Section 11.17.


 


In no event shall the compensation and indemnification obligations of
the Administrator specified above be satisfied out of the Owner Trust Estate.


 


SECTION 6.8         Replacement
of the Indenture Trustee.  (a) 
The Indenture Trustee may give notice of its intent to resign at any time by so
notifying the Issuer.  The Holders of a
majority of the Outstanding Amount of the Notes may remove the Indenture
Trustee by so notifying the Indenture Trustee. 
The Issuer shall remove the Indenture Trustee if:


 


(i)            the
Indenture Trustee fails to comply with Section 6.11;


 


(ii)           the
Indenture Trustee is adjudged bankrupt or insolvent;


 


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(iii)          a
receiver or other public officer takes charge of the Indenture Trustee or its
property; or


 


(iv)          the
Indenture Trustee otherwise becomes incapable of acting.


 


(b)           If the Indenture
Trustee gives notice of its intent to resign or is removed or if a vacancy
exists in the office of the Indenture Trustee for any reason (the Indenture
Trustee in such event being referred to herein as the retiring Indenture
Trustee), the Issuer shall promptly appoint a successor Indenture Trustee.


 


(c)           A successor Indenture
Trustee shall deliver a written acceptance of its appointment to the retiring
Indenture Trustee and to the Issuer and thereupon the resignation or removal of
the Indenture Trustee shall become effective, and the successor Indenture
Trustee, without any further act, deed or conveyance shall have all the rights,
powers and duties of the Indenture Trustee under this Indenture.  The successor Indenture Trustee shall mail a
notice of its succession to the Noteholders.  The retiring Indenture Trustee shall promptly
transfer all property held by it as the Indenture Trustee to the successor
Indenture Trustee.


 


(d)           If a successor
Indenture Trustee does not take office within 60 days after the retiring
Indenture Trustee gives notice of its intent to resign or is removed, the
retiring Indenture Trustee, the Issuer or the Holders of a majority of the
Outstanding Amount of the Notes may petition at the expense of the Issuer any
court of competent jurisdiction for the appointment of a successor Indenture
Trustee.


 


(e)           If the Indenture
Trustee fails to comply with Section 6.11, any Noteholder may
petition any court of competent jurisdiction for the removal of the Indenture
Trustee and the appointment of a successor Indenture Trustee.


 


(f)            Any resignation or
removal of the Indenture Trustee and appointment of a successor Indenture
Trustee pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor Indenture Trustee
pursuant to subsection 6.8(c) and payment of all fees and
expenses owed to the outgoing Indenture Trustee.


 


(g)           Notwithstanding the
resignation or removal of the Indenture Trustee pursuant to this Section, the
Issuer’s and the Administrator’s obligations under Section 6.7
shall continue for the benefit of the retiring Indenture Trustee.  The Indenture Trustee shall not be liable for
the acts or omissions of any successor Indenture Trustee.


 


SECTION 6.9         Successor
Indenture Trustee by Merger.  If the
Indenture Trustee consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture
Trustee.  The Indenture Trustee shall
provide the Issuer and the Rating Agencies prior written notice of any such
transaction.


 


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In case at the time such successor or successors by merger, conversion
or consolidation to the Indenture Trustee shall succeed to the trusts created
by this Indenture any of the Class A Notes or Subordinated Interest
Certificates shall have been authenticated but not delivered, any such
successor to the Indenture Trustee may adopt the certificate of authentication
of any predecessor Indenture Trustee, and deliver such Class A Notes and
Subordinated Interest Certificates so authenticated; and in case at that time
any of the Class A Notes or Subordinated Interest Certificates shall not
have been authenticated, any successor Indenture Trustee may authenticate such Class A
Notes or Subordinated Interest Certificates either in the name of any
predecessor Indenture Trustee hereunder or in the name of the successor
Indenture Trustee; and in all such cases such certificate of authentication
shall have the same full force as is provided anywhere in the Class A
Notes, the Subordinated Interest Certificates or this Indenture with respect to
the certificate of authentication of the Indenture Trustee.


 


SECTION 6.10       Appointment
of Co-Indenture Trustee or Separate Indenture Trustee.  (a)  Notwithstanding any other
provisions of this Indenture, at any time, for the purpose of meeting any legal
requirement of any jurisdiction in which any part of the Owner Trust Estate may
at the time be located, the Indenture Trustee shall have the power and may
execute and deliver all instruments to appoint one or more Persons to act as a
co-trustee or co-trustees, or separate trustee or separate trustees, of all or
any part of the Owner Trust Estate, and to vest in such Person or Persons, in
such capacity and for the benefit of the Noteholders, such title to the Owner
Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10,
such power, duties, obligations, rights and trusts as the Indenture Trustee may
consider necessary or desirable.  The
Administrator will pay all reasonable fees and expenses of any co-trustee or
co-trustees or separate trustee or separate trustees.  The appointment of any separate trustee or
co-trustee shall not absolve the Indenture Trustee of its obligations under
this Indenture.  No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility
as an Indenture Trustee under Section 6.11, and no notice to the
Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.8.


 


(b)           Every 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 Indenture
Trustee shall be conferred or imposed upon and exercised or performed by the
Indenture 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 Indenture 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 Indenture 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
Estate 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 Indenture Trustee;


 


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(ii)           no
trustee hereunder shall be personally liable by reason of any act or omission
of any other trustee hereunder, including acts or omissions of predecessor or
successor trustees; and


 


(iii)          the
Indenture Trustee may at any time accept the resignation of or remove any
separate trustee or co-trustee.


 


(c)           Any notice, request or
other writing given to the Indenture 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 Indenture and
the conditions of this Article VI. 
Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its instrument
of appointment, either jointly with the Indenture Trustee or separately, as may
be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the
conduct of, affecting the liability of, or affording protection to, the
Indenture Trustee.  Every such instrument
shall be filed with the Indenture Trustee (with a copy given to the Issuer).


 


(d)           Any separate trustee or
co-trustee may at any time constitute the Indenture Trustee 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 Indenture on its behalf
and in its name.  If any separate trustee
or co-trustee shall die, 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 Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.


 


SECTION 6.11       Eligibility;
Disqualification.  The Indenture
Trustee shall at all times satisfy the requirements of TIA §310(a).  The Indenture Trustee shall at all times meet
the requirements of Rule 3(a)-7(a)(4)(i) under the Investment Company
Act and shall not provide credit or credit enhancement to the Issuer. The
Indenture Trustee shall have a combined capital and surplus of at least
$150,000,000 as of the last day of the most recent fiscal quarter for such
institution and shall be subject to examination or supervision by federal or
state authorities.  The Indenture Trustee
shall not be an Affiliate of the Issuer, the Transferor, the Administrator or
the Servicer.  The long-term unsecured
debt of the Indenture Trustee shall at all times be rated not lower than “BBB-”
by Standard & Poor’s and “Baa3” by Moody’s or such other ratings as
are acceptable to the Rating Agencies. 
The Indenture Trustee shall comply with TIA §310(b), including the
optional provision permitted by the second sentence of TIA §310(b)(9); provided that there shall be excluded from
the operation of TIA §310(b)(1) any indenture or indentures under which
other securities of the Issuer are outstanding if the requirements for such
exclusion set forth in the TIA §310(b)(1) are met.


 


SECTION 6.12       Preferential
Collection of Claims Against the Issuer. 
The Indenture Trustee shall comply with TIA §311(a), excluding any
creditor relationship listed in TIA §311(b). 
An Indenture Trustee who has resigned or been removed shall be subject
to TIA §311(a) to the extent indicated therein.


 


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ARTICLE VII


 


NOTEHOLDERS’ LISTS AND REPORTS


 


SECTION 7.1         The
Issuer To Furnish the Indenture Trustee Names and Addresses of the Noteholders.  The Issuer will furnish or cause to be
furnished to the Indenture Trustee (a) not more than five days after each
Record Date, a list, in such form as the Indenture Trustee may reasonably
require, of the names and addresses of the Holders as of such Record Date and (b) at
such other times as the Indenture Trustee may request in writing, within 14
days after receipt by the Issuer of any such request, a list of similar form
and content as of a date not more than 10 days prior to the time such list is
furnished, provided that so long
as the Indenture Trustee is the Note Registrar, no such list shall be required
to be furnished.


 


SECTION 7.2         Preservation
of Information; Communications to the Noteholders.  (a)  The Indenture Trustee shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of the Noteholders contained in the most recent list furnished to the
Indenture Trustee as provided in Section 7.1 or, if the Indenture
Trustee is acting as Note Registrar, the names and addresses of the Noteholders
received by the Indenture Trustee in its capacity as the Note Registrar.  The Indenture Trustee may destroy any list
furnished to it as provided in such Section 7.1 upon receipt of a
new list so furnished.


 


(b)           The Noteholders may
communicate pursuant to TIA §312(b) with other Noteholders with respect to
their rights under this Indenture or under the Notes.  Upon the issuance of Definitive Notes,
Holders of not less than 10% of the Outstanding Amount of the Notes may, by
written request to the Indenture Trustee pursuant to the terms of the
Indenture, obtain access to the list of all Noteholders maintained by the
Indenture Trustee for the purpose of communicating with other Noteholders with
respect to their rights under the Indenture or the Notes.  The Indenture Trustee may elect not to afford
the requesting Noteholders access to the list of such Noteholders if it agrees
to mail the desired communication or proxy, on behalf and at the expense of the
requesting Noteholders, to all Noteholders of record.


 


(c)           The Issuer, the
Indenture Trustee and the Note Registrar shall have the protection of TIA
§312(c).


 


SECTION 7.3         Reports
by the Administrator.  On or prior to
each Transfer Date, the Administrator will provide to the Indenture Trustee for
the Indenture Trustee to forward to each Noteholder of record, and to the Owner
Trustee, a statement setting forth (to the extent applicable) the following
information as to the Notes with respect to the related Distribution Date or
the period since the previous Distribution Date, as applicable:


 


(i)            the
amount of the distribution allocable to principal of the Notes;


 


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(ii)           the
amount of the distribution allocable to interest on or with respect to the
Notes; and


 


(iii)          the
aggregate outstanding principal amount of the Notes after giving effect to all
payments reported under clause (i) above on such date.


 


Each amount set forth pursuant to clauses (i) and (ii) above
will be expressed as a dollar amount per $1,000 of the initial principal
balance of the Notes.


 


SECTION 7.4         Reports
by the Issuer.  (a)  The Issuer
shall:


 


(i)            file
with the Indenture Trustee within 15 days after the Issuer is required to file
the same with the Commission, copies of any annual reports and of any
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Issuer may be required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act;


 


(ii)           file
with the Indenture Trustee and the Commission in accordance with rules and
regulations prescribed from time to time by the Commission such additional
information, documents and reports with respect to compliance by the Issuer
with the conditions and covenants of this Indenture as may be required from
time to time by such rules and regulations; and


 


(iii)          supply
to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to
all Class A Noteholders described in TIA §313(c)) such summaries of any
information, documents and reports required to be filed by the Issuer pursuant
to clauses (i) and (ii) of this subsection 7.4(a) as
may be required by rules and regulations prescribed from time to time by
the Commission.


 


(b)           Unless the Issuer otherwise
determines, each fiscal year of the Issuer shall end on the last day of the December fiscal
month of the corresponding fiscal year of the Transferor.


 


SECTION 7.5         Reports
by the Indenture Trustee.  If
required by TIA § 313(a), within 60 days after each March 31,
beginning with March 31, 2006, the Indenture Trustee shall mail to each
Noteholder as required by TIA § 313(c) a brief report dated as of
such date that complies with TIA § 313(a). 
The Indenture Trustee also shall comply with TIA § 313(b).  A copy of each report at the time of its
mailing to Noteholders shall be filed by the Indenture Trustee with the
Commission.  On each Distribution Date,
the Indenture Trustee shall make available at its Internet website located at
www.ctslink.com (or such other website address as the Indenture Trustee may
provide in writing to Noteholders) a copy of the statement for the related
Monthly Period provided to the Indenture Trustee pursuant to Section 7.3.


 


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ARTICLE VIII


 


ACCOUNTS, DISBURSEMENTS AND RELEASES


 


SECTION 8.1         Collection
of Money.  Except as otherwise
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture.  The Indenture Trustee shall apply all such
money received by it as provided in this Indenture and the Deposit and
Administration Agreement.  Except as
otherwise provided in this Indenture, if any default occurs in the making of
any payment or performance under any agreement or instrument that is part of
the Owner Trust Estate, the Indenture Trustee may take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings. 
Any such action shall be without prejudice to any right to claim a
Default or Event of Default under this Indenture and any right to proceed
thereafter as provided in Article V.


 


SECTION 8.2         Issuer
Accounts.  On or prior to the Closing
Date, the Issuer shall cause the Administrator to establish and maintain, an
Eligible Deposit Account, in the name of the Indenture Trustee, for the benefit
of the Noteholders, the “Note Distribution Account”.  If the Issuer elects to defease the Notes
pursuant to Section 2.9, then, on or prior to the date of
defeasance, the Issuer shall cause the Administrator to establish and maintain,
in the name of the Indenture Trustee, for the benefit of the Noteholders, two
separate Eligible Deposit Accounts to be designated as the “Note Principal
Funding Account” and the “Noteholder Reserve Account,” respectively,
and shall take such steps as are necessary to perfect the Grant to the
Indenture Trustee of such Issuer Accounts (including, if requested by the
Indenture Trustee, the delivery to the Indenture Trustee of an Opinion of
Counsel to such effect).


 


Each of the Issuer Accounts shall bear a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Noteholders.  The Indenture Trustee shall
possess all right, title and interest in all funds on deposit from time to time
in the Issuer Accounts and in all proceeds thereof.  Each Issuer Account shall be under the sole
dominion and control of the Indenture Trustee for the benefit of the
Noteholders.  Each of the Issuer Accounts
shall be a securities account.  Wells
Fargo agrees that it is the securities intermediary (the “Securities
Intermediary”) with respect to each Issuer Account, and as such agrees that
the account is maintained for the Issuer and, subject to the terms of this
Indenture, that the Issuer is entitled to exercise the rights that comprise any
financial asset credited to such Issuer Account.  All securities or other property underlying
any financial assets credited to any Issuer Account shall be registered in the
name of Wells Fargo Bank, National Association, indorsed to Wells Fargo Bank,
National Association in blank or credited to another securities account
maintained in the name of Wells Fargo Bank, National Association and in no case
will any financial asset credited to any Issuer Account be registered in the
name of the Issuer, payable to the order of the Issuer or specially indorsed to
the Issuer.  Until termination of this
Indenture, the Issuer shall not be entitled to give the Indenture Trustee any
entitlement orders with


 


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respect to any
Issuer Account.  If, at any time, any
Issuer Account ceases to be an Eligible Deposit Account, the Administrator
shall notify the Indenture Trustee, and the Indenture Trustee upon being
notified (or the Administrator on its behalf) shall, within 10 Business Days,
establish a new corresponding Issuer Account which meets the conditions
specified in the definition of Eligible Deposit Account, and shall transfer any
cash or any investments from such ineligible account to such new Issuer
Account.  The Indenture Trustee, at the
direction of the Administrator, shall make withdrawals from the Issuer Accounts
from time to time, in the amounts and for the purposes set forth in this
Indenture.  The Securities Intermediary
shall comply with entitlement orders issued by the Indenture Trustee without
further consent by the Issuer.


 


SECTION 8.3         Investment
of Funds in the Note Principal Funding Account and the Noteholder Reserve
Account. So long as the Notes have not been accelerated pursuant to Section 5.2,
funds on deposit in the Note Principal Funding Account and the Noteholder
Reserve Account shall be invested and reinvested in Eligible Investments by the
Indenture Trustee upon Issuer Order (which Issuer Order may be upon direction
of the Administrator).  Such Issuer Order
shall not direct the Indenture Trustee to make any investment of any funds held
in such Issuer Accounts unless the security interest granted and perfected in
such accounts will continue to be perfected in such investment, and, in
connection with any direction to the Indenture Trustee to make any such
investment, if requested by the Indenture Trustee, the Issuer shall deliver to
the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture
Trustee, to such effect.  All Eligible
Investments acquired with funds on deposit in the Note Principal Funding
Account or the Noteholder Reserve Account shall mature no later than the
Business Day immediately preceding the next Distribution Date.


 


(b)           Subject to subsection 6.1(c),
the Indenture Trustee and the Paying Agent shall not in any way be held liable
by reason of any insufficiency in any Issuer Account resulting from any loss on
any Eligible Investment included therein except for losses attributable to the
Indenture Trustee’s or the Paying Agent’s failure to make payments on such
Eligible Investments issued by the Indenture Trustee or the Paying Agent, in
its commercial capacity as principal obligor and not as trustee or paying
agent, in accordance with their terms.


 


If (i) the Administrator shall have failed to give investment
directions for any funds on deposit in the Note Principal Funding Account or
the Noteholder Reserve Account to the Indenture Trustee by 11:00 a.m. New
York City time (or such other time as may be agreed by the Administrator and
the Indenture Trustee) on any Business Day, or (ii) a Default or Event of
Default shall have occurred and be continuing with respect to the Notes but the
Notes shall not have been declared due and payable pursuant to Section 5.2,
or, if such Notes shall have been declared due and payable following an Event
of Default, amounts collected or receivable from the Owner Trust Estate are
being applied in accordance with Section 5.5 as if there had not
been such a declaration, then the Indenture Trustee shall, to the fullest
extent practicable, invest and reinvest funds in the Note Principal Funding
Account and the Noteholder Reserve Account in one or more Eligible
Investments.  The Indenture Trustee shall
not be liable for losses in respect of such investments in Eligible Investments
that comply with the requirements of the Basic


 


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Documents
except for losses attributable to the Indenture Trustee’s failure to make
payments on such Eligible Investments issued by the Indenture Trustee, in its
commercial capacity as principal obligor and not as trustee, in accordance with
their terms.


 


SECTION 8.4         Application
of Funds in the Note Principal Funding Account and the Noteholder Reserve
Account.  On each Distribution Date
with respect to the Defeasance Period, the Indenture Trustee or Paying Agent,
upon written instructions from the Administrator, shall withdraw from the Note
Principal Funding Account and the Noteholder Reserve Account, as applicable,
and deposit into the Note Distribution Account for application in accordance
with Section 2.7 the aggregate amount specified in subsections
2.7(a)(i) through 2.7(a)(iv) for such Distribution
Date.  Upon payment in full of the Class A
Note Principal Balance and the Subordinated Principal Balance, including all
accrued interest thereon, any amounts remaining in the Note Principal Funding
Account and the Noteholder Reserve Account shall be paid to the
Certificateholder.


 


SECTION 8.5         Release
of Owner Trust Estate.  (a)  The
Indenture Trustee shall, when required by the provisions of this Indenture,
execute instruments to release property from the lien of this Indenture, or
convey the Indenture Trustee’s interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this Indenture; provided that the Indenture Trustee shall
not release its security interest for the benefit of the Noteholders in the
Collateral Certificate except (i) in connection with a defeasance of the
Notes under Section 2.9, (ii) in connection with a sale of the
Collateral Certificate following the occurrence of an Event of Default and
foreclosure on the Collateral Certificate in accordance with Article V,
(iii) pursuant to subsection 8.5(b) or at such time as
the Notes are no longer rated by the Rating Agencies, or (iv) upon
satisfaction of the Rating Agency Condition. 
No party relying upon an instrument executed by the Indenture Trustee as
provided in this Article VIII shall be bound to ascertain the
Indenture Trustee’s authority, inquire into the satisfaction of any conditions
precedent or see to the application of any moneys.


 


(b)           The Indenture Trustee
shall, at such time as there are no Outstanding Notes, release any remaining
portion of the Owner Trust Estate that secured the Notes from the lien of this
Indenture and release to the Issuer or any other Person entitled thereto any
funds then on deposit in the Note Distribution Account.  The Indenture Trustee shall release property
from the lien of this Indenture pursuant to this subsection 8.5(b) only
upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an
Opinion of Counsel and (if required by the TIA) Independent Certificates in
accordance with TIA §§ 314(c) and 314(d)(1), in each case meeting the
applicable requirements of Section 11.1.


 


SECTION 8.6         Opinion
of Counsel.  The Indenture Trustee
shall receive at least seven days notice when requested by the Issuer to take
any action pursuant to subsection 8.5(a), accompanied by copies of
any instruments involved, and the Indenture Trustee may also require as a
condition of such action, an Opinion of Counsel, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such
action, outlining the steps required to complete the same, and concluding that
all such action will not materially and adversely impair the security for


 


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the Notes or
the rights of the Noteholders; provided,
however, that such Opinion of
Counsel shall not be required to express an opinion as to the fair value of the
Owner Trust Estate.  Counsel rendering
any such opinion may rely, without independent investigation, on the accuracy
and validity of any certificate or other instrument delivered to the Indenture
Trustee in connection with any such action.


 


SECTION 8.7         Treatment
as Financial Assets.  Each item of
property (whether investment property, financial asset, security, instrument or
cash) credited to the Note Distribution Account shall be treated as a financial
asset.  The Note Distribution Account
shall be governed by the law of the State of New York and the State of
Minnesota shall be the Securities Intermediary jurisdiction.


 


SECTION 8.8         Powers
Coupled With an Interest.  The rights
and powers granted in the Article VIII to the Indenture Trustee
have been granted in order to perfect its security interest in the Note
Distribution Account, are powers coupled with an interest and will be affected
neither by the bankruptcy or insolvency of the Issuer nor by the lapse of time.


 


ARTICLE IX


 


SUPPLEMENTAL INDENTURES


 


SECTION 9.1         Supplemental
Indentures Without Consent of Noteholders. 
Without the consent of the Noteholders but with prior notice to the
Rating Agencies by the Issuer, when authorized by an Issuer Request, the Issuer
and the Indenture Trustee at any time and from time to time, may enter into one
or more indentures supplemental hereto (which shall conform to the provisions
of the Trust Indenture Act as in force at the date of the execution thereof),
in form satisfactory to the Indenture Trustee, for any of the following
purposes:


 


(i)            to
correct or amplify the description of any property at any time subject to the
lien of this Indenture, or better to assure, convey and confirm unto the
Indenture Trustee any property subject or required to be subjected to the lien
of this Indenture, or to subject to the lien of this Indenture additional
property;


 


(ii)           to
evidence the succession, in compliance with the applicable provisions hereof,
of another person to the Issuer, and the assumption by any such successor of
the covenants of the Issuer contained herein and in the Class A Notes or
Subordinated Interest Certificates;


 


(iii)          to
add to the covenants of the Issuer, for the benefit of the Noteholders, or to
surrender any right or power herein conferred upon the Issuer;


 


(iv)          to
convey, transfer, assign, mortgage or pledge any property to or with the
Indenture Trustee;


 


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(v)           to
cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture which may be inconsistent with any other provision
herein or in any supplemental indenture or to make any other provisions with
respect to matters or questions arising under this Indenture or in any supplemental
indenture; provided that such
action shall not materially and adversely affect the interests of the
Noteholders;


 


(vi)          to
evidence and provide for the acceptance of the appointment hereunder by a
successor trustee with respect to the Notes and to add to or change any of the
provisions of this Indenture as shall be necessary to facilitate the
administration of the trusts hereunder by more than one trustee, pursuant to
the requirements of Article VI;


 


(vii)         to
modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect the qualification of this Indenture under the TIA
or under any similar federal statute hereafter enacted and to add to this
Indenture such other provisions as may be expressly required by the TIA; or


 


(viii)        at
the direction of the Depositor, to designate a stated interest rate and other
provisions applicable to the Subordinated Interests; provided that such other provisions shall not have a
material adverse effect on the Class A Notes.


 


The Issuer and
the Indenture Trustee shall not enter into any indenture supplemental hereto if
such indenture would cause either (x) the Issuer or the Master Trust to be
classified as an association or a publicly traded partnership taxable as a
corporation for United States 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.


 


The Indenture Trustee is hereby authorized to join in the execution of
any such supplemental indenture and to make any further appropriate agreements
and stipulations that may be therein contained.


 


SECTION 9.2         Supplemental
Indentures with Consent of the Noteholders. 
The Issuer and the Indenture Trustee, when authorized by the Issuer,
also may, with prior notice to the Rating Agencies and with the consent of the
Holders of a majority of the Outstanding Amount of the Notes, by Act of such
Noteholders delivered to the Issuer and the Indenture Trustee, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Noteholders
under this Indenture; provided
that no such supplemental indenture shall, without the consent of each Holder
of an Outstanding Note affected thereby:


 


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(i)            change
the date of payment of any installment of principal of or interest on any Note,
or reduce the principal amount thereof, the Note Interest Rate thereon or the
Redemption Price with respect thereto, change the provision of this Indenture
relating to the application of collections on, or the proceeds of the sale of,
the Owner Trust Estate to payment of principal of or interest on the Notes, or
change any place of payment where, or the coin or currency in which, any Note
or the interest thereon is payable, or impair the right to institute suit for
the enforcement of the provisions of this Indenture requiring the application
of funds available therefor, as provided in Article V, to the
payment of any such amount due on the Notes on or after the respective due
dates thereof (or, in the case of redemption, on or after the Redemption Date);


 


(ii)           reduce
the percentage of the Outstanding Amount of the Notes the consent of the
Holders of which is required for any such supplemental indenture, or the
consent of the Holders of which is required for any waiver of compliance with
provisions of this Indenture or defaults hereunder and their consequences
provided for in this Indenture;


 


(iii)          modify
or alter the provisions of the proviso to the definition of the term “Outstanding”;


 


(iv)          reduce
the percentage of the Outstanding Amount of the Notes required to direct the
Indenture Trustee to sell or liquidate the Owner Trust Estate pursuant to Section 5.4;


 


(v)           modify
any provision of this Section except to increase any percentage specified
herein or to provide that certain additional provisions of this Indenture or
any of the other Basic Documents cannot be modified or waived without the
consent of the Holder of each Outstanding Note affected thereby;


 


(vi)          modify
any of the provisions of this Indenture in such manner as to affect the
calculation of the amount of any payment of interest or principal due on any
Note on any Distribution Date (including the calculation of any of the
individual components of such calculation), except as provided in subsection 9.1(viii),
or to affect the rights of the Noteholders to the benefit of any provisions for
the mandatory redemption of the Notes contained herein; or


 


(vii)         permit
the creation of any Lien ranking prior to or on a parity with the lien of this
Indenture with respect to any part of the Owner Trust Estate or, except as
otherwise permitted or contemplated herein, terminate the lien of this
Indenture on any property at any time subject hereto or deprive any Noteholder
of the security provided by the lien of this Indenture.


 


The Indenture Trustee may determine whether any Notes would be affected
by any supplemental indenture and any such determination shall be conclusive
upon all Noteholders, whether the related Notes were theretofore or are
thereafter authenticated and delivered hereunder.  The Indenture Trustee shall not be liable for
any


 


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such
determination made in good faith.  Any
amendment, waiver or modification consented to by the Noteholders shall not be
effective unless each of the Rating Agencies has provided confirmation to the
Issuer and the Indenture Trustee that such amendment, waiver or modification
shall not result in the reduction or removal of the rating of the Class A
Notes.


 


It shall not be necessary for any Noteholders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Noteholders shall approve the substance thereof.


 


Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section, the Indenture Trustee
shall mail to the Noteholders a notice setting forth in general terms the
substance of such supplemental indenture. 
Any failure of the Indenture Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.


 


SECTION 9.3         Effect
of Supplemental Indenture.  Upon the
execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith with respect to the Notes affected thereby, and the respective
rights, limitations of rights, obligations, duties, liabilities and immunities
under this Indenture of the Indenture Trustee, the Issuer and the Noteholders
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture and the Notes affected thereby for any
and all purposes.


 


SECTION 9.4         Conformity
with Trust Indenture Act.  Every
amendment of this Indenture and every supplemental indenture executed pursuant
to this Article IX shall comply in all respects with the TIA.


 


SECTION 9.5         Reference
in Notes to Supplemental Indentures. 
Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article IX may, and if
required by the Indenture Trustee shall, bear a notation in form approved by
the Indenture Trustee as to any matter provided for in such supplemental
indenture.  If the Issuer or the
Indenture Trustee shall so require, new Class A Notes and Subordinated
Interest Certificates so modified as to conform, in the opinion of the
Indenture Trustee and the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.


 


SECTION 9.6         Execution
of Supplemental Indentures.  In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the modifications thereby
of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.  The Indenture


 


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Trustee may,
but shall not be obligated to, enter into any such supplemental indenture which
affects the Indenture Trustee’s own rights, duties or immunities under this
Indenture or otherwise.


 


ARTICLE X


 


REDEMPTION OF NOTES


 


SECTION 10.1       Redemption.  The Notes are subject to redemption in whole,
but not in part, at the direction of the Depositor, on any date on which the
Collateral Certificate is retransferred to the Transferor pursuant to Section 7.1
of the Series Supplement.  The
Issuer shall furnish each Rating Agency notice of such redemption.  If the Notes are to be redeemed pursuant to
this Section 10.1, the Issuer shall furnish notice of such
redemption to the Indenture Trustee no later than fifteen (15) Business Days
prior to the Redemption Date, and the Issuer shall, on the Redemption Date,
deposit with the Indenture Trustee in the Note Distribution Account the
Redemption Price of the Notes to be redeemed whereupon all such Notes shall be
due and payable on the Redemption Date upon the furnishing of a notice
complying with Section 10.2 to each Noteholder.


 


SECTION 10.2       Form of
Redemption Notice.  Notice of
redemption under Section 10.1 shall be given by the Indenture
Trustee by facsimile or by first-class mail, postage prepaid, transmitted or
mailed prior to the applicable Redemption Date to each Noteholder, as of the
close of business on the Record Date preceding the applicable Redemption Date,
at such Noteholder’s address appearing in the Note Register.


 


All notices of redemption shall state:


 


(i)            the
Redemption Date;


 


(ii)           the
Redemption Price;


 


(iii)          that
the Record Date otherwise applicable to such Distribution Date is not
applicable and that payments shall be made only upon presentation and surrender
of such Notes and the place where such Notes are to be surrendered for payment
of the Redemption Price (which shall be the office or agency to be maintained
as provided in Section 3.2);


 


(iv)          that
interest on the Notes shall cease to accrue on the Redemption Date; and


 


(v)           the
applicable CUSIP numbers for the Notes.


 


Notice of redemption of the Notes shall be given by the Indenture
Trustee in the name and at the expense of the Issuer.  Failure to give notice of redemption, or any


 


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defect
therein, to any Noteholder shall not impair or affect the validity of the
redemption of any Note held by any other Noteholder.


 


SECTION 10.3       Notes
Payable on Redemption Date.  The
Notes to be redeemed shall, following notice of redemption as required by Section 10.2,
on the Redemption Date become due and payable at the applicable Redemption
Price and (unless the Issuer shall default in the payment of the Redemption
Price) no interest shall accrue on the Redemption Price for any period after
the date to which accrued interest is calculated for purposes of calculating
the Redemption Price.


 


ARTICLE XI


 


MISCELLANEOUS


 


SECTION 11.1       Compliance
Certificates and Opinions, etc.  (a) 
Upon any application or request by the Issuer to the Indenture Trustee to take any
action under any provision of this Indenture, the Issuer shall furnish to the
Indenture Trustee:  (i) an Officer’s
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with, (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, and (iii) (if
required by the TIA) an Independent Certificate meeting the applicable
requirements of this Section from a firm of certified public accountants
or other experts, except that, in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture, no additional certificate or opinion need be
furnished.


 


Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:


 


(i)            a
statement that each signatory of such certificate or opinion has read or has
caused to be read such covenant or condition and the definitions herein
relating thereto;


 


(ii)           a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;


 


(iii)          a
statement that, in the opinion of each such signatory, such signatory has made
such examination or investigation as is necessary to enable such signatory to
express an informed opinion as to whether such covenant or condition has been
complied with; and


 


(iv)          a
statement as to whether, in the opinion of each such signatory such condition
or covenant has been complied with.


 


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(b)           (i)            Prior
to the deposit of any Collateral or other property or securities with the
Indenture Trustee that is to be made the basis for the release of any property
or securities subject to the lien of this Indenture, the Issuer shall, in
addition to any obligation imposed in subsection 11.1(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such deposit) to the Issuer
of the Collateral or other property or securities to be so deposited, provided that no certificate need be
provided as to the fair value of cash so deposited.


 


(ii)           Whenever
the Issuer is required to furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of any signer thereof as to the
matters described in clause (i), the Issuer shall also deliver to the
Indenture Trustee an Independent Certificate as to the same matters, if the sum
of the fair values to the Issuer (as set forth in the certificates delivered
pursuant to clause (i) and this clause (ii)),of (A) the
securities to be so deposited and (B) all other such securities made the
basis of any such release since the commencement of the then-current fiscal
year of the Issuer is 10% or more of the outstanding principal amount of the
Notes; provided, however, that such a certificate need not
be furnished with respect to any securities so deposited, if the fair value
thereof to the Issuer (as set forth in the related Officer’s Certificate
delivered under clause (i) above) is less than $25,000 or less than one
percent of the outstanding principal amount of the Notes.


 


(iii)          Whenever
any property or securities are to be released from the lien of this Indenture,
the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate
certifying or stating the opinion of each person signing such certificate as to
the fair value (within 90 days of such release) of the property or securities
proposed to be released and stating that in the opinion of such person the
proposed release will not impair the security under this Indenture in
contravention of the provisions hereof.


 


(iv)          Whenever
the Issuer is required to furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of any signer thereof as to the
matters described in clause (iii), the Issuer shall also furnish to the
Indenture Trustee an Independent Certificate as to the same matters if the sum
of the fair values, as set forth in the certificates required by clause (iii) and
this clause (iv), of (A) the property or securities to be released and (B) all
other property equals 10% or more of the outstanding principal amount of the
Notes; provided, however, that such certificate need not be
furnished in the case of any release of property or securities if the fair
value thereof, as set forth in the related Officer’s Certificate, is less than
$25,000 or less than one percent of the then outstanding principal amount of
the Notes.


 


(v)           Notwithstanding
any provision of this Section, the Issuer may (A) collect, liquidate, sell
or otherwise dispose of the Collateral Certificate as and to the extent
permitted or required by the Basic Documents and (B) make


 


69





















 


cash payments out of the Note Distribution Account as and to the extent
permitted or required by the Basic Documents.


 


SECTION 11.2       Form of
Documents Delivered to the Indenture Trustee.  In any case where several matters are required
to be certified by, or covered by an opinion of, any specified Person, it is
not necessary that all such matters be certified by, or covered by the opinion
of, only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.


 


Any certificate or opinion of an Authorized Officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his or her certificate or opinion is based are erroneous.  Any such certificate of an Authorized Officer
or Opinion of Counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or officers
of the Administrator, the Depositor or the Issuer, stating that the information
with respect to such factual matters is in the possession of the Administrator,
the Depositor or the Issuer, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


 


Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.


 


Whenever in this Indenture, in connection with any application,
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document (x) as a condition of the granting of such
application, or (y) as evidence of the Issuer’s compliance with any term
hereof, it is intended that the truth and accuracy, at the time of the granting
of such application or at the effective date of such certificate or report (as
the case may be), of the facts and opinions stated in such document shall in
each case be conditions precedent to the right of the Issuer to have such
application granted or to the sufficiency of such certificate or report.  The foregoing shall not, however, be
construed to affect the Indenture Trustee’s right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.


 


SECTION 11.3       Actions
of Noteholders.  (a)  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by the Noteholders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Noteholders in person or by an 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 Indenture Trustee and, when required, to the Issuer or the
Administrator.  Such instrument or
instruments (and the action or actions embodied therein and evidenced


 


70





















 


thereby) are herein sometimes referred to as
the “Act” of the Noteholders signing such instrument or instruments.  Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and conclusive in favor of the Indenture Trustee, the Issuer and
the Administrator, if made in the manner provided in this Section 11.3.


 


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


 


(c)           Any request, demand,
authorization, direction, notice, consent, waiver or other act by a Noteholder
shall bind every Holder of every Note issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof, in respect of anything
done, or omitted to be done, by the Indenture Trustee, the Issuer or the
Administrator in reliance thereon, regardless of whether notation of such
action is made upon such Note.


 


(d)           The Indenture Trustee
may require such additional proof of any matter referred to in this Section 11.3
as it shall deem necessary.


 


(e)           Any request, demand,
authorization, direction, notice, consent, waiver or other act permitted or
required by the Series Supplement or the Pooling and Servicing Agreement
to be taken by the Issuer, as Collateral Certificateholder, shall be taken or
given, as the case may be, by the Issuer at the direction of Holders of the
same percentage of Outstanding Notes as the percentage of the Certificates (as
defined in the Pooling and Servicing Agreement) required or permitted to take
such action under the Series Supplement or the Pooling and Servicing
Agreement.


 


SECTION 11.4       Notices,
etc., to the Indenture Trustee, the Issuer and Rating Agencies.  Any request, demand, authorization,
direction, notice, consent, waiver or Act of Noteholders or other documents
provided or permitted by this Indenture to be made upon, given or furnished to
or filed with:


 


(a)           The Indenture Trustee
by any Noteholder or by the Issuer shall be sufficient for every purpose
hereunder if personally delivered, telefaxed or mailed certified mail, return
receipt requested and shall be deemed to have been duly given upon receipt by a
Responsible Officer of the Indenture Trustee at its Corporate Trust Office; or


 


(b)           The Issuer by the
Indenture Trustee or any Noteholder shall be sufficient for every purpose
hereunder if personally delivered or mailed certified mail, return receipt to
the Issuer addressed to:  Target Credit
Card Owner Trust 2005-1, in care of Wilmington Trust Company, not in its
individual capacity but solely as Owner Trustee for the Target Credit Card
Owner Trust 2005-1, at Wilmington Trust Company, Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-0001, Attention : Target Credit
Card Owner Trust 2005-1, with a copy to Target Receivables Corporation, as
Administrator, 1000 Nicollet Mall, TPS 3136, Minneapolis, Minnesota 55403,
Attention: General Counsel, or at any other address previously furnished in
writing to the


 


71





















 


Indenture Trustee by the Issuer.  The Issuer shall promptly transmit any notice
received by it from the Noteholders to the Indenture Trustee.  Notices required to be given to the Rating
Agencies by the Issuer, the Indenture Trustee or the Owner Trustee shall be in
writing, personally delivered, by facsimile or mailed certified mail, return
receipt requested, to (i) in the case of Moody’s, at the following
address:  Moody’s Investors Service, 99
Church Street, New York, New York 10007, Attention: ABS Monitoring Group,
Facsimile: (212) 553-4642 and (ii) in the case of Standard & Poor’s,
at the following address:  Standard &
Poor’s Ratings Services, 55 Water Street, New York, New York 10041, Attention:
Asset Backed Surveillance Department, Facsimile: (212) 438-2648; or as to each
of the foregoing, at such other address as shall be designated by written
notice to the other parties.


 


SECTION 11.5       Notices
to Noteholders; Waiver.  Where this
Indenture provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice.  In any case where notice
to Noteholders is given by mail, neither the failure to mail such notice nor
any defect in any notice so mailed to any particular Noteholder shall affect
the sufficiency of such notice with respect to other Noteholders, and any
notice that is mailed in the manner herein provided shall conclusively be presumed
to have been duly given.


 


Where this Indenture provides for notice in any manner, such notice may
be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall be
filed with the Indenture Trustee but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such a waiver.


 


In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be
impractical to mail notice of any event to the Noteholders when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Indenture Trustee
shall be deemed to be a sufficient giving of such notice.


 


Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other right or obligations
created hereunder, and shall not under any circumstance constitute a Default or
Event of Default.


 


SECTION 11.6       Alternate
Payment and Notice Provisions. 
Notwithstanding any provision of this Indenture or any of the Notes to
the contrary, the Issuer may enter into any agreement with any Noteholder
providing for a method of payment, or notice by the Indenture Trustee or any
Paying Agent to such Noteholder that is different from the methods provided for
in this Indenture for such payments or notices; provided that such methods are reasonable and consented to
by the Indenture Trustee (which consent shall not be unreasonably
withheld).  The Issuer will furnish to
the


 


72





















 


Indenture Trustee a copy of each such agreement,
and the Indenture Trustee will cause payments to be made and notices to be
given in accordance with such agreements.


 


SECTION 11.7       Conflict
with Trust Indenture Act.  If any
provision hereof limits, qualifies or conflicts with another provision hereof
that is required to be included in this Indenture by any of the provisions of
the TIA, such required provision shall control.


 


The provisions of TIA §§ 310 through 317 that impose duties on any
person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.


 


SECTION 11.8       Effect
of Headings and Table of Contents. 
The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.


 


SECTION 11.9       Successors
and Assigns.  All covenants and
agreements in this Indenture and the Notes by the Issuer shall bind its
successors and assigns.  All agreements
of the Indenture Trustee in this Indenture shall bind its successors.


 


SECTION 11.10     Separability.  In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not be affected or
impaired thereby.


 


SECTION 11.11     Benefits
of Indenture.  Nothing in this
Indenture or in the Notes, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, and (only to the extent
expressly provided herein), TRC, the Noteholders, any other party secured
hereunder and any other person with an ownership interest in any part of the
Owner Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.


 


SECTION 11.12     [Reserved].


 


SECTION 11.13     GOVERNING
LAW.  THIS INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO
ITS CONFLICT OF LAW PRINCIPLES.


 


SECTION 11.14     Counterparts.  This Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.


 


SECTION 11.15     Recording
of Indenture.  If this Indenture is
subject to recording in any appropriate public recording offices, such
recording is to be effected by the Issuer and at its expense accompanied by an
Opinion of Counsel (which may be counsel to the Indenture Trustee or any other
counsel reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection


 


73





















 


of the Noteholders or any other person
secured hereunder or for the enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture or to satisfy any provision of the TIA.


 


SECTION 11.16     Trust
Obligation.  No recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer,
the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture
or any certificate or other writing delivered in connection herewith or
therewith, against (i) the Depositor, the Administrator, the Transferor,
the Servicer, the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, officer, director, employee or agent of the
Indenture Trustee or the Owner Trustee in its individual capacity, any holder
of a beneficial interest in the Issuer, the Owner Trustee or the Indenture
Trustee or of any successor or assign of the Indenture Trustee or the Owner
Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the Owner
Trustee have no such obligations in their individual capacity) and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity.  For all purposes of this
Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles IV, V, VI and VII
of the Trust Agreement.


 


SECTION 11.17     No
Petition.  Notwithstanding any prior
termination of this Indenture, the Indenture Trustee and each Noteholder or
Note Owner, by its acceptance of a Note or portion thereof or beneficial
interest in a Note, as the case may be, hereby covenants that (a) they,
shall not at any time with respect to the Issuer or the Master Trust,
acquiesce, petition or otherwise invoke or cause the Issuer 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 Issuer 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 Issuer or the Master Trust or any substantial
part of its property, or ordering the winding up or liquidation of the affairs
of the Issuer or the Master Trust, (b) any claim that they may have at any
time against the corpus of the Master Trust that they may seek to enforce
against the corpus of the Master Trust, shall be subordinate to the payment in
full, including post-petition interest, in the event that the Master Trust
becomes a debtor or debtor in possession in a case under any applicable federal
or state bankruptcy, insolvency or other similar law now or hereafter in effect
or otherwise subject to any insolvency, reorganization, liquidation,
rehabilitation or other similar proceedings, of the claims of the holders of
any securities of the Master Trust and the holders of any other notes, bonds,
contracts or other obligations that are related to the Master Trust and (c) they
hereby irrevocably make the election afforded by Title 11 United States Code Section 1111(b)(1)(A)(i) to
secured creditors to receive the treatment afforded by Title 11 United State
Code Section 1111(b)(2) with respect to any secured claim that they
may have at any time against the Issuer or the Master Trust.


 


74





















 


SECTION 11.18     Inspection.  The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer’s normal business hours, to examine all the books of account, records,
reports, and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s
officers, employees and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested.  The Indenture Trustee shall, and shall cause
its representatives to, hold in confidence all such information except to the
extent disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.


 


SECTION 11.19     Tax
Treatment.  The Issuer intends that
the Notes will be treated as debt for all United States tax purposes.  Each Class A Noteholder, by acceptance
of its Class A Note, and each holder of a beneficial interest in a Class A
Note, by the acquisition of a beneficial interest therein, agree to treat the Class A
Notes as indebtedness for all United States tax purposes.


 


75





















 


IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused
this Indenture to be duly executed by their respective officers, thereunto duly
authorized, all as of the day and year first above written.


 


	
   

  	
  TARGET
  CREDIT CARD OWNER TRUST 2005-1

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington
  Trust Company,

  
	
   

  	
   

  	
  not in its
  individual capacity but solely as

  
	
   

  	
   

  	
  Owner Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO
  BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  solely in
  its capacities as Indenture Trustee,

  
	
   

  	
  Securities
  Intermediary and Transfer Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


76





















 


EXHIBIT A


 


FORM OF CLASS A NOTE


 


	
  REGISTERED

  	
   

  	
  $                      (1)

  
	
  No. A-                 

  	
   

  	
  CUSIP NO. [     ]

  



 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


THE PRINCIPAL OF THIS NOTE MAY BE PAID IN INSTALLMENTS AS SET
FORTH HEREIN.  ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.


 


TARGET CREDIT CARD OWNER TRUST 2005-1


 


CLASS A FLOATING RATE ASSET-BACKED NOTES


 


Target Credit Card Owner Trust 2005-1, a statutory trust organized and
existing under the laws of the State of Delaware (including any successor, the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or its
registered assigns, the principal sum of                  
DOLLARS ($                 ),
partially payable on each applicable Distribution Date in an amount equal to
the result obtained by multiplying (i) a fraction, the numerator of which
is $                 
and the denominator of which is $                 
by (ii) the aggregate amount, if any, payable from the Note Distribution
Account in respect of principal on the Class A Notes pursuant to Section 3.1
on such Distribution Date; provided
that the entire unpaid principal amount of this Note shall be due and payable
on the Legal Maturity Date (which is [                 ],
20      ). 
The Issuer will pay interest on this Note at the rate per annum
described in the Indenture, on each Distribution Date until the principal of
this Note is paid or made available for payment, on the principal amount of
this Note outstanding at the end of the last day of the preceding Monthly Period,
subject to certain limitations contained in Sections 2.7 and 3.1.  Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding the then current Distribution Date or, if no
interest has yet been paid, from [     ], 2005.  Interest will be


 










(1)           Denominations
of $1,000 and integral multiples of $1,000 in excess thereof.


 


A-1





















 


computed on the basis of the actual number of
days elapsed in a 360-day year (which is [     ] days
in the case of the initial Interest Accrual Period).  Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.


 


The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. 
All payments made by the Issuer with respect to this Note shall be
applied first to interest due and payable on this Note as provided above and
then to the unpaid principal of this Note.


 


Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.


 


Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual or facsimile
signature, this Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.


 


A-2





















 


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.


 


Dated:                 ,
        


 


	
   

  	
  TARGET CREDIT CARD OWNER TRUST 2005-1

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  Wilmington Trust Company,

  	
   

  
	
   

  	
  not in its
  individual capacity but solely as Owner Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Notes designated above and referred to in the within
mentioned Indenture.


 


Dated:                  ,
        


 


 


	
   

  	
  WELLS FARGO BANK NATIONAL ASSOCIATION

  	
   

  
	
   

  	
  not in its
  individual capacity but solely as Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  
				



 


A-3





















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A Floating Rate Asset-Backed Notes (herein called
the “Class A Notes”), all issued under an Indenture dated as of November [    ], 2005 (such Indenture, as supplemented or
amended, is herein called the “Indenture”), between the Issuer and Wells
Fargo Bank, National Association, not in its individual capacity but solely as
indenture trustee (the “Indenture Trustee”, which term includes any
successor indenture trustee under the Indenture) and as securities intermediary
and transfer agent, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Class A
Noteholders.  The Class A Notes are
subject to all terms of the Indenture. 
All terms used in this Class A Note that are not otherwise defined
herein and that are defined in the Indenture shall have the meanings assigned
to them in or pursuant to the Indenture.


 


The Class A Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.


 


The Issuer shall pay interest on overdue installments of interest at
the Class A Interest Rate plus
2.0% per annum to the extent lawful.


 


Each Class A Noteholder or Note Owner, by acceptance of a Class A
Note, or, in the case of a Note Owner, a beneficial interest in the Class A
Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Class A Notes or under the Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Owner Trustee or the Indenture Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, officer, director, employee or agent of the Owner
Trustee or the Indenture Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
or of any successor or assign of the Owner Trustee or the Indenture Trustee in
its individual capacity, except as any such Person may have expressly agreed
(it being understood that the Owner Trustee and the Indenture Trustee have no
such obligations in their individual capacities) and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.


 


It is the intent of the Depositor, the Administrator, the Issuer, the
Noteholders, the Note Owners and TRC, that the Class A Notes will be
classified as indebtedness for all United States tax purposes.  The Class A Noteholders, by acceptance
of a Class A Note, agree to treat, and to take no action inconsistent with
the treatment of, the Class A Notes as indebtedness for such tax purposes.


 


Each Class A Noteholder or Note Owner, by acceptance of a Class A
Note, or, in the case of a Note Owner, a beneficial interest in a Class A
Note, covenants


 


A-4





















 


and agrees that it will not at any time
institute against the Issuer, or join in any institution against the Issuer of,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to the Class A
Notes, the Indenture or any of the other Basic Documents.


 


This Class A Note and the Indenture shall be construed in
accordance with the laws of the State of Delaware, without giving effect to its
conflict of law principles, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.


 


No reference herein to the Indenture and no provision of this Class A
Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.


 


Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wilmington Trust Company in its
individual capacity, any owner of a beneficial interest in the Issuer, or any
of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Class A Note or the Indenture, it being
expressly understood that said covenants, obligations and indemnifications have
been made by the Issuer for the sole purpose of binding the interests of the
Owner Trustee in the assets of the Issuer. 
The Holder of this Class A Note by the acceptance hereof agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Noteholder shall have no claim
against any of the foregoing for any deficiency, loss or claim therefrom; provided that nothing contained herein
shall be taken to prevent recourse to, and enforcement against, the assets of
the Issuer for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Class A Note.


 


A-5





















 


ASSIGNMENT


 


	
  Social
  Security or taxpayer I.D. or other identifying number of assignee

  
	
   

  
	
   

  
	
   

  
	
  FOR VALUE
  RECEIVED, the undersigned hereby sells, assigns and transfers unto

  
	
   

  
	
   

  
	
  (name and address of assignee)

  



 


the within Class A
Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                            ,
attorney, to transfer said Class A Note on the books kept for registration
thereof, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
  (2)

  
	
   

  	
  Signature Guaranteed:

  



 










(2)           NOTE: The signature to
this assignment must correspond with the name of the registered owner as it
appears on the face of the within Class A Note in every particular without
alteration, enlargement or any change whatsoever.


 


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EXHIBIT B


 


FORM OF SUBORDINATED INTEREST
CERTIFICATE


 


	
  REGISTERED

  	
   

  	
  $                 

  
	
   

  	
   

  	
   

  
	
  No.
                   

  	
   

  	
   

  



 


EACH PURCHASER
OR HOLDER REPRESENTS AND WARRANTS FOR THE BENEFIT OF TARGET RECEIVABLES
CORPORATION AND THE INDENTURE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT
TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975
OF THE CODE, (III) A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN’S INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING “PLAN
ASSETS” OF ANY SUCH PLAN (INCLUDING FOR PURPOSES OF CLAUSES (IV) AND (V), ANY
INSURANCE COMPANY GENERAL ACCOUNT).


 


THIS
CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR MAY AN
INTEREST IN THIS CERTIFICATE BE MARKETED ON OR THROUGH (I) AN “ESTABLISHED
SECURITIES MARKET” WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE
CODE AND ANY PROPOSED, TEMPORARY OR FINAL REGULATION THEREUNDER, INCLUDING, WITHOUT
LIMITATION, AN OVER-THE-COUNTER MARKET OR AN INTERDEALER QUOTATION SYSTEM THAT
REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS OR (II) A “SECONDARY MARKET”
WITHIN THE MEANING OF SECTION 7704(b)(2) OF THE CODE AND ANY
PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER INCLUDING A MARKET
WHEREIN INTERESTS IN THE SUBORDINATED INTERESTS ARE REGULARLY QUOTED BY ANY
PERSON MAKING A MARKET IN SUCH INTERESTS AND A MARKET WHEREIN ANY PERSON
REGULARLY MAKES AVAILABLE BID OR OFFER QUOTES WITH RESPECT TO INTERESTS IN THE
SUBORDINATED INTERESTS AND STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT
THE QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS.


 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE


 


B-1





















 


SECURITIES OR “BLUE
SKY” LAWS OF THE UNITED STATES OR OTHER JURISDICTION.  NEITHER THIS CERTIFICATE NOR ANY PORTION
HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY
APPLICABLE PROVISIONS OF ANY STATE SECURITIES OR “BLUE SKY” LAWS OF THE UNITED
STATES OR OTHER JURISDICTION OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH
REGISTRATION PROVISIONS AND IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE.


 


TRANSFER OF
THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS SPECIFIED IN THE INDENTURE.


 


THE PRINCIPAL
AMOUNT REPRESENTED BY THIS SUBORDINATED INTEREST CERTIFICATE MAY BE PAID
IN INSTALLMENTS AS SET FORTH HEREIN. 
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS SUBORDINATED
INTEREST CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE
FACE HEREOF.


 


TARGET CREDIT CARD OWNER TRUST 2005-1


 


$              
SUBORDINATED INTERESTS 


 


Target Credit Card Owner Trust 2005-1, a statutory trust organized and
existing under the laws of the State of Delaware (including any successor, the “Issuer”),
for value received, hereby promises to pay to [Target Receivables Corporation,
a Minnesota corporation], or its registered assigns, the principal sum of            
DOLLARS ($           ),
partially payable on each applicable Distribution Date in an amount equal to
the result obtained by multiplying (i)  a fraction, the numerator of which
is $                
and the denominator of which is $                
by (ii) the aggregate amount, if any, payable from the Note Distribution
Account in respect of principal on the Subordinated Interests pursuant to Section 3.1
on such Distribution Date; provided
that the entire unpaid principal amount of the Subordinated Interests
represented by this Subordinated Interest Certificate shall be due and payable
on the Legal Maturity Date (which will be [              ],
20     ). 
Unless certain conditions set forth in the Indenture are satisfied, no
principal will be payable to the Subordinated Interest Holders until the Class A
Notes are paid in full.  In general,
payments of principal with respect to the Subordinated Interests are limited to
the amounts remaining from principal payments on the Collateral Certificate
after payment in full of the Class A Notes, which remaining amount may be
less than the unpaid principal balance of the Subordinated Interests.


 


The Issuer will pay interest on the Subordinated Interests represented
hereby at the rate per annum described in the Indenture (which will initially
be zero percent per annum, subject to adjustment as provided in the Indenture)
on each Distribution Date until the full principal amount represented hereby is
paid or made


 


B-2





















 


available for payment, on the principal
amount of the Subordinated Interests evidenced hereby outstanding at the end of
the last day of the preceding Monthly Period, subject to certain limitations contained
in Sections 2.7 and 3.1. 
Interest on the Subordinated Interests represented hereby will accrue
for each Distribution Date from and including the most recent Distribution Date
on which interest has been paid to but excluding the then current Distribution
Date or, in case of the initial Interest Accrual Period, from [       ],
2005.  Interest will be computed on the
basis of the actual number of days elapsed (which is [       ]
days in the case of the initial Interest Accrual Period) and a 360-day year.  Such principal of and interest on the
Subordinated Interests represented hereby shall be paid in the manner specified
in the Indenture.


 


The principal of and interest on the Subordinated Interests represented
hereby are payable in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private
debts.  All payments made by the Issuer
with respect to the Subordinated Interests represented hereby shall be applied
first to interest due and payable thereon as provided above and then to the
unpaid principal thereof.


 


Reference is made to the further provisions of this Subordinated
Interest Certificate set forth on the reverse hereof, which shall have the same
effect as though fully set forth on the face of this Subordinated Interest
Certificate.


 


Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual and facsimile
signature, this Subordinated Interest Certificate shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


B-3





















 


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.


 


Dated:                 ,          


 


	
   

  	
  TARGET CREDIT CARD OWNER TRUST 2005-1

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Wilmington
  Trust Company,

  	
   

  
	
   

  	
  not in its
  individual capacity but solely as Owner Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of
the Subordinated Interest Certificates designated above and referred to in the
within mentioned Indenture.


 


 


Dated:                 ,          


 


	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION,

  	
   

  
	
   

  	
  not in its
  individual capacity but solely as Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  
				



 


B-4





















 


[REVERSE OF SUBORDINATED INTEREST
CERTIFICATE]


 


This Subordinated Interest Certificate evidences the aggregate
principal amount set forth above of a duly authorized issue of Subordinated
Interests of the Issuer, designated as such and issued under an Indenture dated
as of November [      ], 2005 (such
Indenture, as supplemented or amended, is herein called the “Indenture”),
between the Issuer and Wells Fargo Bank, National Association, not in its
individual capacity but solely as indenture trustee (the “Indenture Trustee,”
which term includes any successor indenture trustee under the Indenture) and as
securities intermediary and transfer agent, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Subordinated Interest Holders. 
The Subordinated Interests are subject to all terms of the
Indenture.  All terms used in this
Subordinated Interest Certificate that are not otherwise defined herein and
that are defined in the Indenture shall have the meanings assigned to them in
or pursuant to the Indenture.


 


The Subordinated Interests are and will be equally and ratably secured
by the collateral pledged as security therefor as provided in the Indenture.


 


The Issuer shall pay interest on overdue installments of interest at
the Subordinated Interest Rate plus
2.0% per annum to the extent lawful.


 


Each Subordinated Interest Holder, by acceptance of a Subordinated
Interest Certificate, covenants and agrees that no recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the
Owner Trustee or the Indenture Trustee on the Subordinated Interests or under
the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Owner Trustee or the Indenture Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, officer, director, employee or agent of the Owner
Trustee or the Indenture Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
or of any successor or assign of the Owner Trustee or the Indenture Trustee in
its individual capacity, except as any such Person may have expressly agreed
(it being understood that the Owner Trustee and the Indenture Trustee have no
such obligations in their individual capacities) and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.


 


Each Subordinated Interest Holder, by acceptance of a Subordinated
Interest Certificate, covenants and agrees that it will not at any time
institute against the Issuer, or join in any institution against the Issuer of,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to the
Subordinated Interests, the Indenture or any of the other Basic Documents.


 


B-5





















 


This Subordinated Interest Certificate and the Indenture shall be
construed in accordance with the laws of the State of Delaware, without giving
effect to its conflict of law principles, and the obligations, rights and
remedies of the parties hereunder and thereunder shall be determined in
accordance with such laws.


 


No reference herein to the Indenture and no provision of this
Subordinated Interest Certificate or of the Indenture shall alter or impair the
obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on the Subordinated Interests represented by this
Subordinated Interest Certificate at the times, place and rate, and in the coin
or currency, herein prescribed.


 


Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wilmington Trust Company in its
individual capacity, any owner of a beneficial interest in the Issuer, or any
of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Subordinated Interest Certificate or the
Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Issuer for the sole purpose of binding
the interests of the Owner Trustee in the assets of the Issuer.  The Holder of this Subordinated Interest
Certificate, by the acceptance hereof, agrees that, except as expressly
provided in the Basic Documents, in the case of an Event of Default under the
Indenture, the Noteholder shall have no claim against any of the foregoing for
any deficiency, loss or claim therefrom; provided
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Subordinated
Interest Certificate.


 


B-6





















 


EXHIBIT C


 


FORM OF DTC LETTER OF REPRESENTATIONS


 


C-1





















 


EXHIBIT D


 


FORM OF TRANSFEREE REPRESENTATION LETTER


 


D-1