Exhibit 4(f)


 


 




 





 


TARGET
RECEIVABLES CORPORATION


 


as Depositor
and Administrator


 


 


and


 


 


TARGET CREDIT
CARD OWNER TRUST 2005-1


 


as Issuer


 


 










 


 


DEPOSIT


 


AND


 


ADMINISTRATION
AGREEMENT


 


Dated as of November    ,
2005


 


 










 


 




 





 





















 


TABLE OF
CONTENTS


 


	
   

  	
  ARTICLE I DEFINITIONS

  	
   

  
	
  SECTION 1.1

  	
  Definitions

  	
   

  
	
  SECTION 1.2

  	
  Usage
  of Terms

  	
   

  
	
   

  	
  ARTICLE II DEPOSIT OF CERTIFICATE

  	
   

  
	
  SECTION 2.1

  	
  Deposit of Certificate

  	
   

  
	
  SECTION 2.2

  	
  Closing

  	
   

  
	
  SECTION 2.3

  	
  Books and Records

  	
   

  
	
  SECTION 2.4

  	
  Holder of the Collateral Certificate

  	
   

  
	
   

  	
  ARTICLE III
  DEPOSITOR REPRESENTATIONS AND WARRANTIES

  	
   

  
	
  SECTION 3.1

  	
  Representations and Warranties of Depositor

  	
   

  
	
   

  	
  ARTICLE IV ADMINISTRATION

  	
   

  
	
  SECTION 4.1

  	
  Duties as Administrator

  	
   

  
	
  SECTION 4.2

  	
  Records

  	
   

  
	
  SECTION 4.3

  	
  [Reserved]

  	
   

  
	
  SECTION 4.4

  	
  Additional Information To Be Furnished to Issuer

  	
   

  
	
  SECTION 4.5

  	
  Independence of Administrator

  	
   

  
	
  SECTION 4.6

  	
  No Joint Venture

  	
   

  
	
  SECTION 4.7

  	
  Other Activities of Administrator

  	
   

  
	
  SECTION 4.8

  	
  Net
  Deposits

  	
   

  
	
   

  	
  ARTICLE V
  TERMINATION

  	
   

  
	
  SECTION 5.1

  	
  Term of Agreement; Resignation and Removal of Administrator

  	
   

  
	
  SECTION 5.2

  	
  Action upon Termination, Resignation or Removal

  	
   

  
	
  SECTION 5.3

  	
  Acquisition of Owner Trust Estate

  	
   

  
	
   

  	
  ARTICLE VI
  MISCELLANEOUS

  	
   

  
	
  SECTION 6.1

  	
  Notices

  	
   

  
	
  SECTION 6.2

  	
  Amendments

  	
   

  
	
  SECTION 6.3

  	
  Protection of Title to Owner Trust

  	
   

  
	
  SECTION 6.4

  	
  Successors and Assigns

  	
   

  
	
  SECTION 6.5

  	
  GOVERNING
  LAW

  	
   

  
	
  SECTION 6.6

  	
  Headings

  	
   

  
	
  SECTION 6.7

  	
  Counterparts

  	
   

  



 


i





















 


	
  SECTION 6.8

  	
  Severability

  	
   

  
	
  SECTION 6.9

  	
  Not
  Applicable to Target Receivables Corporation in Other Capacities

  	
   

  
	
  SECTION 6.10

  	
  Limitation of Liability of Owner Trustee, Indenture Trustee and
  Administrator

  	
   

  
	
  SECTION 6.11

  	
  Third-Party Beneficiary

  	
   

  
	
  SECTION 6.12

  	
  Nonpetition Covenants

  	
   

  
	
  SECTION 6.13

  	
  Liability of Administrator

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Power of
  Attorney

  	
   

  



 


ii





















 


This DEPOSIT
AND ADMINISTRATION AGREEMENT, dated as of November    ,
2005 (as amended, supplemented or otherwise modified and in effect from time to
time, this “Agreement”), is made between TARGET RECEIVABLES CORPORATION,
a Minnesota corporation having its principal executive offices located at 1000
Nicollet Mall, Minneapolis, Minnesota 55403 (“TRC,” the “Transferor,”
the “Administrator” or the “Depositor” in its respective
capacities as such), and TARGET CREDIT CARD OWNER TRUST 2005-1, a Delaware
statutory trust, as issuer (the “Issuer”).


 


W I T N E S S E T H :


 


In
consideration of the premises and of the mutual agreements herein contained,
the parties hereto agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.1         Definitions.


 


Whenever used in this Agreement, words and phrases, unless defined
herein or the context otherwise requires, shall have the meanings set forth in
the Indenture.


 


SECTION 1.2         Usage
of Terms.


 


With respect to all terms in this Agreement, 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 Agreement; 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 Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement.  All references herein to
Articles, Sections, subsections and Exhibits are references to Articles,
Sections, subsections and Exhibits contained in or attached to this Agreement unless
otherwise specified, and each such Exhibit is part of the terms of this
Agreement.


 


ARTICLE II


 


DEPOSIT OF
CERTIFICATE


 


SECTION 2.1         Deposit
of Certificate.


 


(a)           In consideration of the Issuer’s delivery of the Notes
to and upon the order of the Depositor, the Depositor does hereby transfer,
assign, set-over,


 





















 


pledge
and otherwise convey to the Issuer, without recourse (subject to the Depositor’s
obligations herein), all right, title, and interest of the Depositor in, to and
under the Collateral Certificate, and all money, instruments, investment
property and other property (together with all earnings, dividends,
distributions, income, issues, and profits relating thereto), distributed or
distributable in respect of the Collateral Certificate pursuant to the terms of
the Series Supplement and the Pooling and Servicing Agreement after the
Closing Date.


 


(b)           This Agreement also shall be deemed to be, and hereby
is, a security agreement within the meaning of the UCC, and the conveyance by
the Depositor provided for in this Agreement shall be deemed to be and hereby
is a grant by the Depositor to the Issuer of a security interest in and to all
of the Depositor’s right, title and interest, whether now owned or hereafter
acquired, in, to and under all accounts, general intangibles, chattel paper,
instruments, documents, money and deposit accounts, arising from, or relating
to the Collateral Certificate and the proceeds thereof, to secure the rights of
the Issuer under this Agreement and the obligations of the Depositor
hereunder.  The Depositor and the Issuer
shall, to the extent consistent with this Agreement, take such actions as may
be necessary to ensure that the security interest in the Collateral Certificate
created hereunder will be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term of this
Agreement.


 


It is the intention of the Depositor and the
Issuer that (i) the assignment and transfer herein contemplated constitute
a sale of the Collateral Certificate, conveying good title thereto free and
clear of any liens and encumbrances, from the Depositor to the Issuer and (ii) the
Collateral Certificate not be part of the Depositor’s estate in the event of an
insolvency of the Depositor.  In the
event that such conveyance is deemed to be a pledge to secure a loan, the
Depositor hereby grants to the Issuer a first priority perfected security
interest in all of the Depositor’s right, title and interest in, to and under
the Collateral Certificate, and in all proceeds of the foregoing, to secure the
loan deemed to be made in connection with such pledge and, in such event, this
Agreement shall constitute a security agreement under applicable law.


 


(c)           It is the intention of the parties hereto that the
transfer of Collateral Certificates to the Issuer pursuant to this Agreement be
subject to, and be treated in accordance with, the “Asset Backed Securities
Facilitation Act,” Title 6, Chapter 27A of the Delaware Code (the “Delaware
Act”) and each of the parties hereto agrees that this Agreement has been
entered into by the parties hereto in express reliance upon the Delaware Act.  For purposes of complying with the
requirements of the Delaware Act, each of the parties hereto hereby agrees that
any property, assets or rights purported to be transferred, in whole or in
part, by TRC pursuant to this Agreement shall be deemed to no longer be the
property, assets or rights of TRC.


 


2





















 


(d)           Notwithstanding anything to the contrary herein, if
TRC at any time pays to the Issuer an amount sufficient to defease the Notes in
accordance with the provisions of Section 2.9 of the Indenture and the
Collateral Certificate is released from the Lien of the Indenture, then the
Issuer shall re-transfer the Collateral Certificate to TRC upon the release
thereof from the Lien of the Indenture.


 


SECTION 2.2         Closing.


 


The sale of the Collateral Certificate shall take place on the Closing
Date, simultaneously with the closing of the other transactions contemplated by
the Basic Documents.  The Collateral
Certificate shall then be delivered to the Owner Trustee in Delaware and upon
receipt thereof shall then be delivered by the Owner Trustee to the Indenture
Trustee pursuant to the Indenture.


 


SECTION 2.3         Books and Records.


 


(a)           In connection with the transfer, assignment, set-over,
pledge and conveyance set forth in Section 2.1, the Depositor
agrees to record and file, at its own expense, any financing statements (and
continuation statements with respect to such financing statements when
applicable) required to be filed with respect to the Collateral Certificate
assigned by the Depositor hereunder, meeting the requirements of applicable
state law in such manner and in such jurisdictions as are necessary under
applicable law to perfect the transfer, assignment, set-over, pledge and
conveyance of the Collateral Certificate to the Issuer, and to deliver a
file-stamped copy of such financing statements or other evidence of such
filings to the Issuer on or prior to the Closing Date (excluding such
continuation and similar statements, which shall be delivered promptly after
filing).


 


(b)           In connection with the transfer, assignment, set-over,
pledge and conveyance hereunder, the Depositor further agrees, at its own
expense, on or prior to the Closing Date to cause the Master Trust Trustee to
register the Issuer as the registered owner of the Collateral Certificate.


 


SECTION 2.4         Holder
of the Collateral Certificate.  


 


For so long as the Collateral Certificate is pledged to the Indenture
Trustee under the Indenture, the Indenture Trustee initially shall be deemed to
be the holder of the Collateral Certificate for all purposes under the Pooling
and Servicing Agreement and the Series Supplement.  To the extent the Collateral Certificate is
sold or otherwise transferred, subject to the provisions of Section 5.4 of
the Indenture and Section 9.5 of the Series Supplement, to a
third-party in connection with the sale or liquidation of the Owner Trust Estate
pursuant to the provisions of the Indenture, such transferee shall be deemed to
be the holder of the Collateral Certificate for all purposes under the Pooling
and Servicing Agreement and the Series Supplement.


 


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ARTICLE III


 


DEPOSITOR
REPRESENTATIONS AND WARRANTIES


 


SECTION 3.1         Representations
and Warranties of Depositor.


 


The Depositor makes the following representations and warranties with
respect to the Collateral Certificate on which the Issuer is deemed to have
relied in acquiring the Collateral Certificate. 
Such representations and warranties speak as of the execution and
delivery of this Agreement, but shall survive the transfer and assignment of
the Collateral Certificate to the Issuer and the pledge thereof to the
Indenture Trustee pursuant to the Indenture.


 


(a)           Title.  It is the
intention of the Depositor (i) that the transfer contemplated in subsection 2.1(a) herein
constitute either (A) a sale of the Collateral Certificate, or (B) a
grant of a valid and continuing security interest therein from the Depositor to
the Issuer which security interest is prior to all other Liens and is
enforceable against creditors and purchasers from the Depositor and (ii) to
the extent that the Depositor retains any interest in the Collateral
Certificate after the transfer contemplated by subsection 2.1(a) herein,
that the grant with respect to the Collateral Certificate contemplated in subsection 2.1(b) herein
constitute a grant of a perfected security interest therein from the Depositor
to the Indenture Trustee for the benefit of the Noteholders and that the
beneficial interest in the title to the Collateral Certificate not be part of
the debtor’s estate in the event of the filing of a bankruptcy petition by or
against the Depositor under any bankruptcy law. 
Other than pursuant to this Agreement, the Collateral Certificate has
not been sold, transferred, assigned or pledged by the Depositor to any Person.  Immediately prior to the transfer and
assignment herein contemplated, the Depositor owned and had good and marketable
title to the Collateral Certificate, free and clear of all Liens, claims,
rights or encumbrances of others and, immediately upon the transfer thereof,
the Issuer shall have good and marketable title to the Collateral Certificate,
free and clear of all liens, claims, rights or encumbrances of others or a
first priority perfected security interest therein.  The Depositor has not authorized the filing
of and is not aware of any financing statements against the Depositor that
include a description of collateral covering the Collateral Certificate and
other collateral granted in subsection 2.1(b) other than any
financing statement relating to the security interest granted to the Issuer
hereunder or the security interest granted by the Issuer to the Indenture
Trustee.  The Depositor has no actual
knowledge of any current statutory or other non-consensual liens, including any
judgment or tax lien filings against the Depositor, to which the Collateral
Certificate is subject.


 


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


 


(c)           Delivery of Collateral Certificate. 
The sole original executed copy of the Collateral Certificate has been
delivered to the Issuer and


 


4





















 


has
been registered in the name of the Issuer. 
The Collateral Certificate has no marks or notations indicating that it
has been pledged, assigned or otherwise conveyed to any Person other than the
Issuer, provided that the Collateral Certificate
with an undated bond power covering the Collateral Certificate, duly executed
by the Issuer and endorsed in blank, shall be delivered to the Indenture
Trustee, and the Indenture Trustee shall maintain possession of the Collateral
Certificate for the benefit of the Noteholders, subject to the terms of the
Indenture.


 


(d)           No Consents Required. 
All approvals, authorizations, consents, orders or other actions of any
Person required in connection with the execution and delivery by the Depositor
of this Agreement or any other Basic Document, the performance by the Depositor
of the transactions contemplated by this Agreement or any other Basic Document
and the fulfillment by the Depositor of the terms hereof and thereof have been
obtained or have been completed and are in full force and effect (other than
approvals, authorizations, consents, orders and other actions which if not
obtained or completed or in full force or effect would not have a material
adverse effect on the Depositor or the Issuer or upon the collectibility of the
proceeds from the Collateral Certificate or upon the ability of the Depositor
to perform its obligations under this Agreement).


 


(e)           Transfers Comply.  Each of (i) the
transfer of the Collateral Certificate by the Depositor to the Issuer pursuant
to the terms of this Agreement, (ii) the pledge of the Collateral
Certificate by the Depositor to the Indenture Trustee for the benefit of the
Noteholders pursuant to the terms of this Agreement, and (iii) the pledge
of the Collateral Certificate by the Issuer to the Indenture Trustee pursuant
to the terms of the Indenture, comply with the provisions of the Pooling and
Servicing Agreement and the Series Supplement relating to the transfers of
the Collateral Certificate.


 


(f)            All Actions Taken.  All actions
necessary under the applicable UCC in any jurisdiction to be taken (i) to
give the Issuer a first priority perfected security interest or ownership
interest in the Collateral Certificate, and (ii) to give the Indenture
Trustee a first priority perfected security interest therein (including,
without limitation, UCC filings with the Delaware Secretary of State), in each
case subject to any statutory or other non-consensual liens with respect to the
Collateral Certificate, have been taken. 
The Depositor has no actual knowledge of any current statutory or other
non-consensual liens to which the Collateral Certificate is subject.


 


ARTICLE IV


 


ADMINISTRATION


 


SECTION 4.1         Duties
as Administrator.


 


(a)           Duties with Respect to the Basic Documents. 
The Administrator agrees to perform all its duties as Administrator
hereunder.  The


 


5





















 


Administrator
shall monitor the performance of the Issuer and shall advise the Issuer and the
Owner Trustee when action is necessary to comply with the Issuer’s duties under
the Indenture or with the Owner Trustee’s duties under the Trust
Agreement.  The Administrator shall
prepare for execution by the Issuer or the Owner Trustee or shall cause the
preparation by other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic
Documents or under applicable law (including tax and securities laws).  In furtherance of the foregoing, the
Administrator shall take all appropriate action that it is the duty of the
Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture
including, without limitation, such of the foregoing as are required with
respect to the following matters under this Agreement and the Indenture
(references are to sections of the Indenture):


 


(i)                    the preparation of or obtaining of
the documents and instruments required for authentication of the Notes, if any,
and delivery of the same to the Indenture Trustee (Section 2.2);


 


(ii)                   the duty to cause the Note Register
to be kept and to give the Indenture Trustee notice of any appointment of a new
Note Registrar and the location, or change in location, of the Note Register
and the office or offices where Notes may be surrendered for registration of
transfer or exchange (subsection 2.4(a));


 


(iii)                  the notification of Noteholders of
the final principal payment on their Notes (subsection 2.7(d));


 


(iv)                  the preparation of Definitive Notes
and arranging the delivery thereof (Section 2.12);


 


(v)                   the duty to cause newly appointed
Paying Agents, if any, to deliver to the Indenture Trustee the instrument
specified in the Indenture regarding funds held in trust (Section 2.14);


 


(vi)                  to select Reference Banks, if
necessary, or other banks from which quotes are obtained for the purpose of
determining LIBOR (Section 2.16);


 


(vii)                 the maintenance of an office or
agency in the City of Minneapolis for registration of transfer or exchange of
Notes (Section 3.2);


 


(viii)                the direction to Paying Agents to pay to the Indenture
Trustee all sums held in trust by such Paying Agents (Section 3.3);


 


(ix)                   the obtaining and preservation of
the Issuer’s qualification to do business in each jurisdiction in which such
qualification


 


6





















 


is or shall be necessary to protect the
validity and enforceability of the Indenture, the Notes, the Collateral and
each other instrument or agreement included in the Owner Trust Estate (Section 3.4);


 


(x)                    the preparation of all supplements,
amendments, financing statements, continuation statements, if any, instruments
of further assurance and other instruments, in accordance with Section 3.5
of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);


 


(xi)                   the obtaining of the Opinion of
Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in
accordance with Section 3.6 of the Indenture, as to the Owner Trust
Estate, and the annual delivery of the Officer’s Certificate and certain other
statements, in accordance with Section 3.9 of the Indenture, as to
compliance with the Indenture (Sections 3.6 and 3.9);


 


(xii)                  the identification to the Indenture
Trustee in an Officer’s Certificate of a Person with whom the Issuer has
contracted to perform its duties under the Indenture (subsection 3.7(b));


 


(xiii) the notification of the Indenture Trustee and the Rating
Agencies of a Servicer Default pursuant to the Pooling and Servicing Agreement
and, if such Servicer Default arises from the failure of the Servicer to
perform any of its duties under the Pooling and Servicing Agreement, the taking
of all reasonable steps available to remedy such failure (subsection 3.7(d));


 


(xiv)                the preparation and obtaining of documents and
instruments required for the release of the Issuer from its covenants and
agreements under the Indenture (subsection 3.11(b));


 


(xv) the delivery of notice to the Indenture Trustee of
each Event of Default, Servicer Default and each default by the Depositor under
this Agreement (Section 3.18);


 


(xvi)                the taking of such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of the Indenture
or to compel or secure the performance and observance by the Depositor of its
obligations under this Agreement (Sections 3.19 and 5.16);


 


(xvii)               the monitoring of the Issuer’s obligations as to the
satisfaction and discharge of the Indenture and the preparation of an Officer’s
Certificate and the obtaining of the Opinion of Counsel and the Independent
Certificate relating thereto (Section 4.1);


 


7





















 


(xviii)              the compliance with any written directive of the
Indenture Trustee with respect to the sale of the Owner Trust Estate if an
Event of Default shall have occurred and be continuing (Section 5.4);


 


(xix)                 providing the Indenture Trustee with
the information necessary to deliver to each Noteholder such information as may
be reasonably required to enable such Holder to prepare its United States
federal and state, local income or franchise tax returns (Section 6.6);


 


(xx)                  the preparation and delivery of
notice to Noteholders of the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee (Section 6.8);


 


(xxi)                 the preparation of any written
instruments required to confirm more fully the authority of any co-trustee or
separate trustee and any written instruments necessary in connection with the
resignation or removal of the Indenture Trustee or any co-trustee or separate
trustee (Sections 6.8 and 6.10);


 


(xxii)                the furnishing of the Indenture Trustee with the names
and addresses of Noteholders during any period when the Indenture Trustee is
not the Note Registrar (Section 7.1);


 


(xxiii)               the preparation and, after execution by the Issuer,
the filing with the Commission and any applicable state agencies and the
Indenture Trustee of documents required to be filed on a periodic basis with,
and summaries thereof as may be required by rules and regulations
prescribed by, the Commission and any applicable state agencies and the
transmission of such summaries, as necessary, to the Noteholders (Section 7.4);


 


(xxiv)               the obtaining of an Officer’s Certificate, Opinion of
Counsel and Independent Certificates, if necessary, for the release of the
Owner Trust Estate as defined in the Indenture (Section 8.5);


 


(xxv)                the preparation of Issuer Orders and Issuer Requests
and the obtaining of Opinions of Counsel with respect to the execution of
supplemental indentures and the mailing to the Noteholders of notices with
respect to such supplemental indentures (Sections 9.1 and 9.2);


 


(xxvi)               the execution of new Notes conforming to any
supplemental indenture (Section 9.5);


 


(xxvii)              providing the Indenture Trustee with the form of
notice necessary to deliver the notification of Noteholders of redemption of
the Notes (Section 10.2);


 


8





















 


(xxviii)             the preparation of all Officer’s Certificates,
Opinions of Counsel and Independent Certificates with respect to any requests
by the Issuer to the Indenture Trustee to take any action under the Indenture
(subsection 11.1(a));


 


(xxix)               the preparation and delivery of Officer’s Certificates
and the obtaining of Independent Certificates, if necessary, for the release of
property from the lien of the Indenture (subsection 11.1(b));


 


(xxx)                the preparation and delivery to the Noteholders and
the Indenture Trustee of any agreements with respect to alternate payment and
notice provisions (Section 11.6); and


 


(xxxi)               the recording of the Indenture, if applicable (Section 11.15).


 


(b)           Additional Duties.


 


(i)                    In addition to the duties of the
Administrator set forth above, the Administrator shall keep all books and
records, perform such calculations and shall prepare for execution by the
Issuer or the Owner Trustee or shall cause the preparation by other appropriate
persons of all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Issuer or the Owner Trustee to keep,
perform, prepare, file or deliver pursuant to any of the Basic Documents and at
the request of the Owner Trustee shall take all appropriate action that it is
the duty of the Issuer or the Owner Trustee to take pursuant to the Basic
Documents.  Subject to Section 5
of this Agreement, and in accordance with the directions of the Owner Trustee,
the Administrator shall administer, perform or supervise the performance of
such other activities in connection with the Owner Trust Estate (including the
Basic Documents) as are not covered by any of the foregoing provisions and as
are expressly requested by the Owner Trustee and are reasonably within the
capability of the Administrator.


 


(ii)                   If TRC at any time pays to the
Issuer an amount sufficient to defease the Notes in accordance with the
Indenture, the Administrator, on behalf of the Issuer, shall cause a defeasance
of the Notes in accordance with Section 2.9 of the Indenture.


 


(iii)                  Notwithstanding anything in this
Agreement or the other Basic Documents to the contrary, the Administrator shall
be responsible for promptly notifying the Indenture Trustee in the event that
any withholding tax is imposed on the Issuer’s payments (or allocations of
income) to a Noteholder.  Any such notice
shall specify the amount of any withholding tax required to be withheld by the
Owner Trustee pursuant to such provision.


 


9





















 


(iv)                  Notwithstanding anything in this
Agreement or the other Basic Documents to the contrary, the Administrator shall
be responsible for (A) performance of the duties of the Owner Trustee and
the Issuer set forth in Sections 2.7, 2.10, 2.11, 2.12, 2.13(d), 5.16, 6.7,
6.10, and 10.1 of the Indenture with respect to, among other things, accounting
and reports to the Certificateholder and the maintenance of certain accounts
and (B) the preparation, execution and filing of all documents required by
tax and securities laws relating to the Issuer.


 


(v)                   The Administrator may satisfy its
obligations with respect to clauses (ii) and (iii) above by
retaining, at the expense of the Administrator, a firm of independent public
accountants (the “Accountants”) acceptable to the Indenture Trustee
which shall perform the obligations of the Administrator thereunder.


 


(vi)                  The Administrator shall perform the
duties of the Administrator specified in Sections 9.2 and 9.3 of the Trust
Agreement required to be performed in connection with the resignation or
removal of the Owner Trustee, the duties of the Administrator specified in Section 9.5
of the Trust Agreement required to be performed in connection with the
appointment and payment of co-trustees, and any other duties expressly required
to be performed by the Administrator under the Trust Agreement.


 


(vii)                 In carrying out the foregoing duties
or any of its other obligations under this Agreement, the Administrator may
enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions
or dealings shall be in accordance with any directions received from the Issuer
and shall be, in the Administrator’s opinion, no less favorable to the Issuer
than would be available from unaffiliated parties.


 


(viii)                It is the intention of the parties hereto that the
Administrator shall, and the Administrator hereby agrees to, execute on behalf
of the Issuer or the Owner Trustee all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Issuer or
the Owner Trustee to prepare, file or deliver pursuant to the Basic
Documents.  In furtherance thereof, the
Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver
to the Administrator, and to each successor Administrator appointed pursuant to
the terms hereof, one or more powers of attorney substantially in the form of Exhibit A
hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee
and the Issuer for the purpose of executing on behalf of the Owner Trustee and
the Issuer all such documents, reports, filings, instruments, certificates and
opinions.


 


(c)           Non-Ministerial Matters. 
(i)  With respect to matters that in the reasonable judgment of the
Administrator are non-ministerial, the


 


10





















 


Administrator
shall not take any action unless within a reasonable time before the taking of
such action, the Administrator shall have notified the Owner Trustee of the
proposed action and the Owner Trustee shall not have withheld consent or
provided an alternative direction.  For
the purpose of the preceding sentence, “non-ministerial matters” shall
include, without limitation:


 


(A)          the initiation of any claim or lawsuit by the Issuer
and the compromise of any action, claim or lawsuit brought by or against the
Issuer (other than in connection with the collection of the Receivables);


 


(B)           the amendment, change or other modification of the
Basic Documents;


 


(C)           the appointment of successor Note Registrars,
successor Paying Agents and successor Indenture Trustees pursuant to the
Indenture or the appointment of successor Administrators or the consent to the
assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its
obligations under the Indenture; and


 


(D)          the removal of the Indenture Trustee.


 


(ii)                   Notwithstanding anything to the
contrary in this Agreement, the Administrator shall not be obligated to, and
shall not, (x) make any payments to the Noteholders or the Certificateholder
under the Basic Documents, (y) sell the Owner Trust Estate pursuant to the
Indenture other than pursuant to a written directive of the Indenture Trustee
or (z) take any action that the Issuer directs the Administrator not to take on
its behalf.


 


(d)           Reports by the Administrator. 
The Administrator shall prepare and provide reports in accordance with Section 7.3
of the Indenture.


 


(e)           Note Distribution Account. 
The Administrator shall establish and maintain the Note Distribution
Account in accordance with Section 8.2 of the Indenture.


 


(f)            Noteholder Reserve Account and Note Principal Funding
Account.  In the event of a defeasance of the Notes
pursuant to Section 2.9 of the Indenture, the Administrator shall
establish and maintain the Noteholder Reserve Account and Note Principal
Funding Account in accordance with Section 8.2 of the Indenture.


 


SECTION 4.2         Records.


 


The Administrator shall maintain appropriate books of account and
records relating to services performed hereunder, which books of account and
records shall be accessible for inspection by the Issuer, the Owner Trustee,
the Indenture Trustee and the Depositor at any time during normal business
hours.


 


11





















 


SECTION 4.3         [Reserved].


 


SECTION 4.4         Additional
Information To Be Furnished to Issuer.


 


The Administrator shall furnish to the Issuer from time to time such
additional information regarding the Collateral as the Issuer shall reasonably
request, including notification of Noteholders pursuant to subsection 4.1(a) hereof.


 


SECTION 4.5         Independence
of Administrator.


 


For all purposes of this Agreement, the Administrator shall be an
independent contractor and shall not be subject to the supervision of the
Issuer or the Owner Trustee with respect to the manner in which it accomplishes
the performance of its obligations hereunder.  Unless expressly authorized by the Issuer or
the Owner Trustee, as the case may be (including pursuant to the provisions of
this Agreement), the Administrator shall have no authority to act for or
represent the Issuer or the Owner Trustee in any way and shall not otherwise be
deemed an agent of the Issuer or the Owner Trustee.


 


SECTION 4.6         No
Joint Venture.


 


Nothing contained in this Agreement shall (i) constitute the
Administrator and either of the Issuer or the Owner Trustee as members of any
partnership, joint venture, association, syndicate, unincorporated business or
other separate entity, (ii) be construed to impose any liability as such
on any of them or (iii) be deemed to confer on any of them any express,
implied or apparent authority to incur any obligation or liability on behalf of
the others.


 


SECTION 4.7         Other
Activities of Administrator. 


 


(a)           Nothing herein shall prevent the Administrator or its
affiliates from engaging in other businesses or, in its sole discretion, from
acting in a similar capacity as an administrator for any other person or entity
even though such person or entity may engage in business activities similar to
those of the Issuer, the Owner Trustee or the Indenture Trustee.


 


(b)           The Administrator and its affiliates may generally
engage in any kind of business with any person party to a Basic Document, any
of its affiliates and any person who may do business with or own securities of
any such person or any of its affiliates, without any duty to account therefor
to the Issuer, the Owner Trustee or the Indenture Trustee.


 


SECTION 4.8         Net
Deposits.


 


As an administrative convenience, so long as TRC is the Administrator
and the Certificateholder, the Administrator will be permitted to make the
deposit of amounts with respect to the Collateral Certificate for or with
respect to any Monthly Period net of amounts to be paid to TRC with respect to
such Monthly Period.  The


 


12





















 


Administrator, however, will account to the
Owner Trustee, the Indenture Trustee and the Noteholders as if the amounts paid
to the Certificateholder were paid pursuant to the Indenture.


 


ARTICLE V


 


TERMINATION


 


SECTION 5.1         Term
of Agreement; Resignation and Removal of Administrator.


 


 This Agreement shall continue in
force until (i) the termination of the Issuer and (ii) the
satisfaction and discharge of the Indenture in accordance with Section 4.1
of the Indenture, upon which event this Agreement shall automatically
terminate.


 


(a)           Subject to subsections 5.1(d) and (e),
the Administrator may resign its duties hereunder by providing the Issuer and
the Owner Trustee with at least 60 days prior written notice.


 


(b)           Subject to subsections 5.1(d) and (e),
the Issuer may remove the Administrator without cause by providing the
Administrator with at least 60 days prior written notice; provided,
however, that if any Notes are outstanding at the time of the
removal, the Rating Agency Condition shall have first been satisfied in
connection with such removal.


 


(c)           Subject to subsections 5.1(d) and (e),
at the sole option of the Issuer, the Administrator may be removed immediately
upon written notice of termination from the Issuer to the Administrator if any
of the following events shall occur:


 


(i)                    the Administrator shall default in
the performance of any of its duties under this Agreement and, after notice of
such default, shall not cure such default within 10 days (or, if such default
cannot be cured in such time, shall not give within ten days such assurance of
cure as shall be reasonably satisfactory to the Issuer);


 


(ii)                   a court having jurisdiction in the
premises shall enter a decree or order for relief, and such decree or order
shall not have been vacated within 60 days, in respect of the Administrator in
any involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect or appoint a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official for the
Administrator or any substantial part of its property or order the winding-up
or liquidation of its affairs; or


 


(iii)                  the Administrator shall commence a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, shall consent to the entry of an order for relief
in an


 


13





















 


involuntary case under any such law, or shall
consent to the appointment of a receiver, liquidator, assignee, trustee,
custodian, sequestrator or similar official for the Administrator or any
substantial part of its property, shall consent to the taking of possession by
any such official of any substantial part of its property, shall make any
general assignment for the benefit of creditors or shall fail generally to pay
its debts as they become due.


 


The
Administrator agrees that if any of the events specified in clause (ii) or
(iii) of this subsection 5.1(c) shall occur, it shall
give written notice thereof to the Issuer, the Owner Trustee and the Indenture
Trustee within seven days after the happening of such event.


 


(d)           No resignation or removal of the Administrator
pursuant to this Section shall be effective until (i) a successor
Administrator shall have been appointed by the Issuer and (ii) such
successor Administrator shall have agreed in writing to be bound by the terms
of this Agreement in the same manner as the Administrator is bound hereunder.


 


(e)           The appointment of any successor Administrator shall
be effective only after the satisfaction of the Rating Agency Condition with
respect thereto.


 


(f)            A successor Administrator shall execute, acknowledge
and deliver a written acceptance of its appointment hereunder to the resigning
Administrator and to the Issuer. 
Thereupon the resignation or removal of the resigning Administrator
shall become effective, and the successor Administrator shall have all the
rights, powers and duties of the Administrator under the Indenture.  The successor Administrator shall mail a notice
of its succession to the Noteholders and the Certificateholder.  The resigning Administrator shall promptly
transfer or cause to be transferred all property and any related agreements,
documents and statements held by it as Administrator to the successor
Administrator and the resigning Administrator shall execute and deliver such
instruments and do other things as may reasonably be required for fully and
certainly vesting in the successor Administrator all rights, powers, duties and
obligations hereunder.


 


(g)           In no event shall a resigning Administrator be liable
for the acts or omissions of any successor Administrator hereunder.


 


(h)           In the exercise or administration of its duties
hereunder and under the other Basic Documents, the Administrator may act
directly or through its agents or attorneys pursuant to agreements entered into
with any of them, and the Administrator shall not be liable for the conduct or
misconduct of such agents or attorneys if such agents or attorneys shall have
been selected by the Administrator with due care.


 


14





















 


SECTION 5.2         Action
upon Termination, Resignation or Removal.


 


Promptly upon the effective date of termination of this Agreement
pursuant to subsection 5.1 or the resignation or removal of the
Administrator pursuant to subsection 5.1 (a), (b) or (c),
respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal.  The Administrator
shall forthwith upon termination pursuant to Section 5.1 deliver to
the Issuer all property and documents of or relating to the Collateral then in
the custody of the Administrator.  In the
event of the resignation or removal of the Administrator pursuant to subsection 5.1(a),
(b) or (c), respectively, the Administrator shall cooperate
with the Issuer and take all reasonable steps requested to assist the Issuer in
making an orderly transfer of the duties of the Administrator.


 


SECTION 5.3         Acquisition
of Owner Trust Estate.


 


If TRC exercises its option to accept retransfer of the Collateral
Certificate pursuant to Section 7.1 of the Series Supplement, the
Depositor shall (a) acquire the Collateral Certificate and all rights
related thereto, which acquisition shall be effective as of the date on which
such retransfer occurs, (b) deliver notice of such acquisition to the
Indenture Trustee (or, if the Collateral Certificate has been sold by the
Indenture Trustee, the Collateral Certificateholder) on or prior to the related
Transfer Date, (c) deposit, on its own behalf and on behalf of the Issuer
pursuant to Section 10.1 of the Indenture, in the Note Distribution
Account (or, if the Collateral Certificate has been sold by the Indenture
Trustee, the account previously designated by the Collateral Certificateholder)
on or prior to the related Distribution Date, an amount equal to the Redemption
Price and (d) succeed to all interests in and to the Issuer.


 


ARTICLE VI


 


MISCELLANEOUS


 


SECTION 6.1         Notices.


 


Any notice, report or other communication given hereunder shall be in
writing and addressed as follows:


 


if to the
Issuer or the Owner Trustee, to


 


Target Credit Card Owner Trust 2005-1


c/o Wilmington Trust Company


Rodney Square North


1100 North Market Street


Wilmington, Delaware 19890-0001


Attention: Target Credit Card Owner Trust 2005-1


 


15





















 


with a copy
to:


 


Target Receivables Corporation


1000 Nicollet Mall


TPS 3136


Minneapolis, Minnesota 55403


Attention: General Counsel


 


if to the
Administrator, to


 


Target Receivables Corporation


1000 Nicollet Mall


TPS 3136


Minneapolis, Minnesota 55403


Attention: General Counsel


 


if to the
Indenture Trustee, to


 


Wells Fargo Bank, National Association


Sixth and Marquette, MAC N9311-161


Minneapolis, Minnesota 55479


Attention: Corporate Trust Administration


 


or to such other address as any party shall have provided to the other
parties in writing. Any notice required to be in writing hereunder shall be
deemed given if such notice is mailed by certified mail, postage prepaid, or
hand-delivered to the address of such party as provided above, except that
notices to the Indenture Trustee are effective only upon receipt.


 


SECTION 6.2         Amendments.


 


This Agreement may be amended from time to time by a written amendment
duly executed and delivered by the Issuer, the Administrator and the Depositor,
with the written consent of the Indenture Trustee and without the consent of
the Noteholders or the Certificateholder, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholder; provided, however,
that a copy thereof shall have been delivered to the Rating Agencies and that
such amendment will not (i) as evidenced by an Officer’s Certificate of
the Depositor addressed and delivered to the Owner Trustee and the Indenture
Trustee, materially and adversely affect the interests of any Noteholder or the
Certificateholder or significantly change the purposes and activities of the
Issuer and (ii) as evidenced by an Opinion of Counsel addressed to the
Owner Trustee and the Indenture Trustee, cause the Issuer to be classified as
an association (or a publicly traded partnership) taxable as a corporation for
federal income tax purposes.  This
Agreement may also be amended by the Issuer, the Administrator and the
Depositor with the written consent of the Indenture Trustee and the Holders of
Notes evidencing a majority in the Outstanding Amount of the Notes for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the
rights of Noteholders or the Certificateholder; provided,
however, that, a copy thereof shall have been delivered to


 


16





















 


the Rating Agencies and that without the
consent of the holders of all of the Notes then Outstanding, no such amendment
may (i) increase or reduce in any manner the amount of, or accelerate or
delay the timing of, collections of payments on the Collateral Certificate or
distributions that are required to be made for the benefit of the Noteholders
or (ii) reduce the aforesaid percentage of the Notes which are required to
consent to any such amendment, without the consent of the Holders of all the
Outstanding Notes.


 


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


 


SECTION 6.3         Protection
of Title to Owner Trust.


 


(a)           The Depositor shall take all actions necessary and the
Issuer shall cooperate with the Depositor, if applicable, to perfect, and
maintain perfection of, the interests of the Issuer in the Collateral
Certificate.  The Depositor shall execute
and file and cause to be executed and filed such financing statements and continuation
statements, all in such manner and in such places as may be required by law
fully to perfect, maintain, and protect the interest of the Issuer in the
Collateral Certificate and in the proceeds thereof and the interest of the
Indenture Trustee in the Owner Trust Estate and the proceeds thereof.  The Depositor shall deliver (or cause to be
delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies
of, or filing receipts for, any document filed as provided above, as soon as
available following such filing.


 


(b)           The Depositor shall not change its name, identity or
corporate structure in any manner that would, could or might make any financing
statement or continuation statement filed in accordance with paragraph (a) above
or otherwise seriously misleading within the meaning of Section 9-402(7) of
the UCC (regardless of whether such a filing was ever made), unless it shall
have given the Owner Trustee and the Indenture Trustee at least five days prior
written notice thereof and, if applicable, shall have timely filed appropriate
amendments to any and all previously filed financing statements or continuation
statements (so that the interest of the Issuer or the Indenture Trustee is not
adversely affected).


 


(c)           Each of the Depositor and the Administrator shall have
an obligation to give the Owner Trustee and the Indenture Trustee at least 60
days prior written notice of any relocation of its principal executive office
if, as a result of such relocation, the applicable provisions of the UCC would
require the filing of any amendment of any previously filed financing or
continuation statement or of any new financing statement (regardless of whether
such a filing was ever made) and shall promptly, if applicable, file any such
amendment.


 


(d)           The Administrator shall permit the Indenture Trustee
and its agents at any time following reasonable notice and during normal
business hours to inspect, audit and make copies of and abstracts from the
Administrator’s records regarding the Collateral Certificate.


 


17





















 


(e)           The Administrator shall, to the extent required by
applicable law, cause the Notes to be registered with the Commission pursuant
to Section 12(b) or Section 12(g) of the Exchange Act
within the time periods specified in such sections.


 


SECTION 6.4         Successors
and Assigns.


 


This Agreement may not be assigned by the Administrator unless such
assignment is previously consented to in writing by the Issuer and the Owner
Trustee and subject to satisfaction of the Rating Agency Condition with respect
thereto.  An assignment with such consent
and satisfaction, if accepted by the assignee, shall bind the assignee
hereunder in the same manner as the Administrator is bound hereunder.  Notwithstanding the foregoing, this Agreement
may be assigned by the Administrator without the consent of the Issuer or the
Owner Trustee to a corporation or other organization that is a successor (by
merger, consolidation or purchase of assets) to the Administrator, provided that such successor organization executes and
delivers to the Issuer, the Owner Trustee and the Indenture Trustee an
agreement in which such corporation or other organization agrees to be bound
hereunder by the terms of said assignment in the same manner as the
Administrator is bound hereunder.  Subject
to the foregoing, this Agreement shall bind any successors or assigns of the
parties hereto.


 


SECTION 6.5         GOVERNING
LAW.


 


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


 


SECTION 6.6         Headings.


 


The Article and Section headings hereof have been inserted
for convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.


 


SECTION 6.7         Counterparts.


 


This Agreement may be executed in counterparts, each of which when so
executed shall together constitute but one and the same agreement.


 


SECTION 6.8         Severability.


 


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


 


18





















 


SECTION 6.9         Not
Applicable to Target Receivables Corporation in Other Capacities.


 


Nothing in this Agreement shall affect any obligation Target
Receivables Corporation may have in any other capacity.


 


SECTION 6.10       Limitation
of Liability of Owner Trustee, Indenture Trustee and Administrator.


 


(a)           Notwithstanding anything contained herein to the
contrary, this Agreement has been signed by Wilmington Trust Company not in its
individual capacity but solely as Owner Trustee for the Target Credit Card
Owner Trust 2005-1 and in no event shall Wilmington Trust Company in its
individual capacity or any beneficial owner of the Issuer have any liability
for the representations, warranties, covenants, agreements or other obligations
of the Issuer hereunder, as to all of which recourse shall be had solely to the
assets of the Issuer.


 


(b)           Notwithstanding anything contained herein to the
contrary, this Agreement has been signed by Wells Fargo Bank, National
Association, not in its individual capacity but solely as Indenture Trustee,
and in no event shall Wells Fargo Bank, National Association have any liability
for the representations, warranties, covenants, agreements or other obligations
of the Issuer hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to the
assets of the Issuer.


 


(c)           No recourse under any obligation, covenant or
agreement of the Issuer contained in this Agreement shall be had against any
agent of the Issuer (including the Administrator) as such by the enforcement of
any assessment or by any legal or equitable proceeding, by virtue of any
statute or otherwise; it being expressly agreed and understood that this
Agreement is solely an obligation of the Issuer as a Delaware statutory trust,
and that no personal liability whatever shall attach to or be incurred by any
agent of the Issuer (including the Administrator), as such, under or by reason
of any of the obligations, covenants or agreements of the Issuer contained in
this Agreement, or implied therefrom, and that any and all personal liability
for breaches by the Issuer of any such obligations, covenants or agreements,
either at common law or at equity, or by statute or constitution, of every such
agent is hereby expressly waived as a condition of and in consideration for the
execution of this Agreement.


 


SECTION 6.11       Third-Party
Beneficiary.


 


Each of the Owner Trustee and the Indenture Trustee is a third-party
beneficiary to this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party
hereto.  The Administrator agrees to
compensate and indemnify the Indenture Trustee pursuant to Section 6.7 of
the Indenture.


 


19





















 


SECTION 6.12       Nonpetition
Covenants. 


 


(a)           Notwithstanding any prior termination of this
Agreement, the Depositor 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; provided, however, that this subsection 6.12(a) shall
not operate to preclude any remedy described in Article V of the
Indenture.


 


(b)           Notwithstanding any prior termination of this
Agreement, the Issuer shall not at any time with respect to the Master Trust,
acquiesce, petition or otherwise invoke or cause the Master Trust to invoke the
process of any court or government authority for the purpose of commencing or
sustaining a case against 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 Master Trust or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Master Trust; provided, however, that this subsection 6.12(b) shall
not operate to preclude any remedy described in Article V of the
Indenture.


 


SECTION 6.13       Liability
of Administrator.


 


Notwithstanding
any provision of this Agreement, the Administrator shall not have any
obligations under this Agreement other than those specifically set forth
herein, and no implied obligations of the Administrator shall be read into this
Agreement.  Neither the Administrator nor
any of its directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken in good faith by it or them under or in
connection with this Agreement, except for its or their own gross negligence or
willful misconduct and in no event shall the Administrator be liable under or
in connection with this Agreement for indirect, special, or consequential
losses or damages of any kind, including lost profits, even if advised of the
possibility thereof and regardless of the form of action by which such losses
or damages may be claimed.  Without
limiting the foregoing, the Administrator (a) may consult with legal
counsel (including counsel for the Issuer), independent public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts and (b) shall incur no liability under or in
respect of this Agreement by acting upon any notice (including notice by
telephone), consent, certificate or other instrument or writing (which may be
by facsimile) believed by it to be genuine and signed or sent by the proper
party or parties.


 


20





















 


IN WITNESS
WHEREOF, the parties have caused this Agreement to be duly executed and
delivered 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 for Target Credit Card

  
	
   

  	
   

  	
  Owner Trust
  2005-1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TARGET
  RECEIVABLES CORPORATION,

  
	
   

  	
  as Depositor
  and Administrator

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Acknowledged
  and Agreed:

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO
  BANK, NATIONAL

  
	
   

  	
  ASSOCIATION,

  
	
   

  	
  not in its
  individual capacity but solely

  
	
   

  	
  as Indenture
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


EXHIBIT A


[Form of Power of Attorney]


 


POWER OF
ATTORNEY


 


	
  STATE OF NEW YORK

  	
  )

  
	
   

  	
  )

  
	
  COUNTY OF NEW YORK

  	
  )

  



 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust Company, a
Delaware banking corporation, not in its individual capacity but solely as
owner trustee (“Owner Trustee”) for the Target Credit Card Owner Trust
2005-1 (“Trust”), does hereby make, constitute and appoint TARGET
RECEIVABLES CORPORATION as Administrator under the Administration Agreement (as
defined below), and its agents and attorneys, as Attorneys-in-Fact to execute
on behalf of the Owner Trustee or the Trust all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Owner Trustee or the Trust to prepare, file or deliver pursuant to the Basic
Documents (as defined in the Indenture dated as of November [    ], 2005 between the Trust and Wells Fargo
Bank, National Association, as Indenture Trustee), including, without
limitation, to appear for and represent the Owner Trustee and the Trust in
connection with the preparation, filing and audit of federal, state and local
tax returns pertaining to the Trust, and with full power to perform any and all
acts associated with such returns and audits that the Owner Trustee could
perform, including without limitation, the right to distribute and receive
confidential information, defend and assert positions in response to audits,
initiate and defend litigation, and to execute waivers of restriction on
assessments of deficiencies, consents to the extension of any statutory or
regulatory time limit, and settlements. 
For the purpose of this Power of Attorney, the term “Administration
Agreement” means the Deposit and Administration Agreement dated as of November [   ], 2005 among Wilmington Trust Company, not
in its individual capacity but solely as Owner Trustee for the Trust and Target
Receivables Corporation, as Depositor and Administrator, and acknowledged and
agreed by Wells Fargo Bank, National Association, as Indenture Trustee, as such
may be amended from time to time.


 


All powers of attorney for this purpose heretofore filed or executed by
the Owner Trustee are hereby revoked.


 


EXECUTED this [   ]th day of [          ],
2005.


 


	
   

  	
  WILMINGTON TRUST COMPANY,

  not in its individual capacity but solely

  as Owner Trustee for the Target Credit Card Owner

  Trust 2005-1

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: