S-1/A

As Filed with the Securities and Exchange Commission on October 31, 2005

Registration No. 333-127864

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TARGET CREDIT CARD OWNER TRUST 2005-1

(Issuer with respect to the Class A notes)
(Exact Name of Registrant as Specified in its Charter)

TARGET RECEIVABLES CORPORATION

(Originator of the Issuer)
(Exact Name of Registrant as Specified in its Charter)

Delaware	9999	41-1812153
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code No.)	Identification No.)

Target Receivables Corporation
1000 Nicollet Mall
Suite 3136
Minneapolis, Minnesota  55403
(612) 696-3102
(Address, Including Zip Code, and Telephone Number, Including Area Code, of the Registrant’s Principal Executive Office)

Douglas A. Scovanner
President
Target Receivables Corporation
1000 Nicollet Mall
Minneapolis, Minnesota 55403
(612) 696-3102
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:Andrew M. Faulkner
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-2853

Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered			Proposed Maximum Offering Price per Unit(1)		Proposed Maximum Aggregate Offering Price(1)			Amount of Registration Fee
Class A Notes		$	750,000,000		100%		$	750,000,000		$	88,275(2)
Collateral Certificate(3)		$	961,538,462		—		—			—

(1)Estimated solely for the purpose of calculating the Registration Fee.

(2)The Registration Fee is $88,275.00, $117.70 of which was previously paid with the initial filing of this Registration Statement and the remainder of which is to be applied against the $242,700.00 previously paid in connection with unissued Asset Backed Certificates registered under Registration Statement No. 333-103371, initially filed on September 22, 2003, and is being offset against the total filing fee due for this Registration Statement pursuant to Rule 457(p) of the General Rules and Regulations under the Securities Act of 1933, as amended.  $154,542.70 of the previously-filed Registration Fee remains unused.

(3)No additional consideration will be paid by purchasers of the Class A notes for the collateral certificate, which is pledged as security for the Class A notes.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED OCTOBER 31, 2005

Prospectus Supplement to Prospectus, dated October 31, 2005

The information in this prospectus supplement and prospectus is not complete and may be changed.  We cannot sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  Neither this prospectus supplement nor the prospectus is an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

TARGET CREDIT CARD OWNER TRUST 2005-1

Issuer

TARGET RECEIVABLES CORPORATION

Transferor and Administrator

TARGET NATIONAL BANK

Servicer of Target Credit Card Master Trust

$750,000,000 Floating Rate Class A Asset Backed Notes

Principal Amount	$750,000,000
Price	$
Underwriters’ Commissions	$
Proceeds to Target Receivables Corporation	$
Class A Interest Rate	one-month LIBOR +   % p.a.
Interest Payment Dates	monthly on the 25th
First Interest Payment Date	December 27, 2005
Class A Expected Final Payment Date	October 25, 2010
Legal Maturity Date	October 27, 2014

The Target Credit Card Owner Trust 2005-1 is also issuing Subordinated Interests of the same series in an initial principal amount of $211,538,462. The Subordinated Interests will be subordinated to the Class A notes and initially will be retained by Target Receivables Corporation.

The Class A notes and the Subordinated Interests are obligations of Target Credit Card Owner Trust 2005-1 and are backed only by the assets of Target Credit Card Owner Trust 2005-1. None of the Class A notes, the Subordinated Interests or the collateral certificate, which is the primary asset of Target Credit Card Owner Trust 2005-1, are obligations of Target Corporation, Target National Bank, Target Capital Corporation, Target Receivables Corporation or any of their affiliates or are obligations insured by the FDIC.

These securities are highly structured. Before you purchase these securities, you should understand the structure and you should consider carefully the “Risk Factors” beginning on page S-13 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of the disclosures in this prospectus supplement and the attached prospectus. Any representation to the contrary is a criminal offense.

The underwriters of the Class A notes have agreed to purchase the Class A notes, subject to the terms and conditions in the underwriting agreement.

LEHMAN BROTHERS
	BANC OF AMERICA SECURITIES LLC
		CITIGROUP
			JPMORGAN
				MERRILL LYNCH & CO.

The date of this Prospectus Supplement is October    , 2005.

Table of Contents

Important Notice About Information Presented in this Prospectus Supplement and the Attached Prospectus	S-1
Summary of Terms	S-2
Structural Summary	S-3
Transaction Flow Chart	S-12
Risk Factors	S-13
Target National Bank’s Credit Card Business	S-22
Target VISA	S-22
Private Label Credit Card Business (Target Card)	S-23
Marketing Programs and Account Origination	S-23
Target National Bank’s Underwriting Processes and Authorizations	S-23
Servicing of Accounts	S-25
Terms of Accounts	S-25
Delinquency and Collections Procedures for Target National Bank Credit Cards	S-26
The Master Trust Portfolio	S-27
General	S-27
Principal Receivables Outstanding	S-27
Delinquency Experience	S-28
Charge-Off Rate Experience	S-28
Principal Payment Rate Experience	S-29
Master Trust Portfolio Yield Experience	S-30
Characteristics of the Master Trust Portfolio	S-30
Creation of the Owner Trust	S-33
Use of Proceeds	S-33
Description of the Notes	S-34
General	S-34
Interest Payments	S-34
Principal Payments	S-35
Distributions to Noteholders	S-35
Note Distribution Account	S-36
Subordination	S-36
Events of Default and Rights Upon Event of Default	S-37
Transfer of the Subordinated Interests	S-38
Issuance of Additional Notes	S-38
Defeasance	S-39
Note Principal Funding Account and Noteholder Reserve Account	S-40
Optional Termination	S-40
Purchase of Class A Notes by TRC or the Owner Trust	S-40
Noteholder Reports	S-40
Description of the Collateral Certificate	S-41
General	S-41
Collateral Certificate Interest Payments	S-41
Collateral Certificate Principal Payments	S-42
Allocation Percentages	S-42
Application of Collections	S-44
Postponement of Accumulation Period	S-49
Sharing of Excess Finance Charge Collections	S-50
Shared Principal Collections	S-50
Excess Transferor Finance Charge Collections and Shared Transferor Principal Collections	S-51
Reallocation of Cash Flows; Defaulted Receivables; Investor Charge-Offs	S-52
Principal Funding Account	S-52
Reserve Account	S-53
Increases in the Principal Amount of the Collateral Certificate	S-53
Early Amortization Events	S-54
Servicing Fee and Expenses	S-56
Optional Termination	S-56
Series Termination	S-57
Underwriting	S-57
Other Series Issued and Outstanding	S-59
Glossary of Terms for Prospectus Supplement	S-60

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Important Notice About Information Presented in this
Prospectus Supplement and the Attached Prospectus

The attached prospectus provides general information about Target Credit Card Owner Trust 2005-1 and Target Credit Card Master Trust, including terms and conditions that are generally applicable to the Class A notes issued by the owner trust and certificates issued by the master trust. The specific terms of the Class A notes are described in this prospectus supplement.

This prospectus supplement begins with several introductory sections describing the Class A notes, the collateral certificate, Target Credit Card Owner Trust 2005-1 and Target Credit Card Master Trust in abbreviated form:

·Summary of Terms provides important dates, amounts and other terms of your notes,

·Structural Summary gives a brief introduction to the key structural features of your notes and the collateral certificate and directions for locating further information,

·Transaction Flow Chart illustrates the flow of receivables, and

·Risk Factors describes some of the risks that apply to your notes and the collateral certificate.

As you read through these sections, cross-references will direct you to more detailed descriptions in the attached prospectus and elsewhere in this prospectus supplement. You can also directly reference key topics by looking at the table of contents in this prospectus supplement and the table of contents included in the attached prospectus.

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the attached prospectus. We have not authorized anyone to provide you with different information.

We are not offering these notes in any state where the offer is not permitted.

We do not make any representation as to the accuracy of the information in this prospectus supplement as of any date other than the date set forth on its cover.

You can find a glossary with definitions of important terms that appear in this document under the caption “Glossary of Terms for Prospectus Supplement” beginning on page S-60 in this prospectus supplement or under the caption “Glossary of Terms for Prospectus” beginning on page 70 in the attached prospectus.

To understand the structure and terms of these securities, you must read carefully this prospectus supplement and the attached prospectus in their entirety.

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Summary of Terms

Issuer:	Target Credit Card Owner Trust 2005-1
Transferor and Administrator:	Target Receivables Corporation
Servicer:	Target National Bank
Indenture Trustee and Master Trust Trustee:	Wells Fargo Bank, National Association
Owner Trustee:	Wilmington Trust Company
Pricing Date:	November     , 2005
Closing Date:	November     , 2005
Clearance and Settlement:	DTC/Clearstream/Euroclear
Owner Trust Assets:	The collateral certificate issued by Target Credit Card Master Trust, representing an undivided interest in receivables originated in consumer open-end credit card accounts of Target National Bank.

Series Structure:	Principal Amount	% of Total Series
Class A notes:	$750,000,000	78%
Subordinated Interests:	$211,538,462	22%
Annual Servicing Fee Rate:	2%
Credit Enhancement for Class A:	subordination of the Subordinated Interests
Class A Interest Rate:	one-month LIBOR +   %  p.a.
Interest Accrual Method:	actual/360
Interest Payment Dates:	monthly on the 25th
First Interest Payment Date:	December 27, 2005
Class A Expected Final Payment Date:	October 2010 distribution date
Legal Maturity Date:	October 2014 distribution date
Class A Anticipated Ratings (Moody’s/Standard & Poor’s):	Aaa/AAA

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Structural Summary

This summary briefly describes certain major structural components of the Class A notes. To fully understand the terms of the Class A notes, you will need to read both this prospectus supplement and the attached prospectus in their entirety.

Target Credit Card Owner Trust 2005-1

Target Credit Card Owner Trust 2005-1 is the issuer of the Class A notes and is referred to as the owner trust. The Class A notes will be the only class of notes issued by the owner trust. The owner trust will be maintained by the indenture trustee for the benefit of the holders of the notes. The owner trust is a Delaware statutory trust formed for the purpose of issuing the notes and the Subordinated Interests. TRC is the beneficial owner of the owner trust.

For more information on the owner trust, see “The Owner Trusts” in the attached prospectus.

Target Credit Card Master Trust

Target Credit Card Master Trust, referred to as the master trust, is the issuer of the Series 2005-1 collateral certificate, which is referred to as the collateral certificate. The collateral certificate is one of two series of certificates issued by the master trust that will be outstanding as of the closing date. The master trust is maintained by the master trust trustee for the benefit of the holders of the securities of each outstanding series, including the collateral certificate, as of the closing date.

For more information on other series of the master trust, see “Other Series Issued and Outstanding” in this prospectus supplement.

Target Corporation

Target Corporation, referred to as Target, is one of America’s largest general merchandise retailers operating large-format discount stores. The receivables in the master trust portfolio primarily arise under Target VISA accounts and under Target Card private label revolving credit card accounts relating to the sale of merchandise and services by Target stores and Target.com.

For more information on Target, see “Target Corporation” in the attached prospectus.

Target National Bank

Target National Bank originates the Target VISA accounts and the Target Card accounts. Target National Bank also is the servicer of these accounts.

For more information on Target National Bank, see “Target National Bank” in the attached prospectus.

Target Financial Services

Target Financial Services, a division of Target, performs many of the services which Target National Bank, as servicer, would typically perform, including marketing, implementation of underwriting, implementation of authorizations, guest services, collections and systems support. Target Financial Services will also perform, on behalf of Target Receivables Corporation, most of the duties that Target Receivables Corporation, as administrator of the owner trust, is obligated to perform.

For more information on Target Financial Services, see “Target Financial Services” in the attached prospectus.

Target Capital Corporation

Target Capital Corporation, referred to as TCC, purchases the receivables originated by Target National Bank and subsequently sells the receivables to Target Receivables Corporation.

For more information on TCC, see “Target Capital Corporation” in the attached prospectus.

Target Receivables Corporation

Target Receivables Corporation, referred to as TRC, is the transferor of the receivables to the master trust, the administrator of the owner trust and the depositor of the collateral certificate into the owner trust. TRC holds the transferor certificate issued by the master trust and initially will retain the Subordinated Interests. The mailing address of TRC is 1000 Nicollet Mall, Suite 3136,

S-3

Minneapolis, Minnesota 55403 and the telephone number is (612) 696-3102.

For more information on TRC, see “Target Receivables Corporation” in the attached prospectus.

The Indenture Trustee

Wells Fargo Bank, National Association is the trustee under the indenture pursuant to which the Class A notes are issued. The corporate trust department of the indenture trustee is located at Sixth and Marquette, MAC N9311-161, Minneapolis, Minnesota 55479.

For more information on the indenture trustee, see “Description of the Notes—The Indenture Trustee” in the attached prospectus.

The Owner Trustee

Wilmington Trust Company is the owner trustee under the trust agreement for the owner trust. The corporate trust department of the owner trustee is located at 1100 North Market Street, Wilmington, Delaware 19890.

The Master Trust Trustee

Wells Fargo Bank, National Association is the trustee under the pooling and servicing agreement governing the collateral certificate. The corporate trust department of the master trust trustee is located at Sixth and Marquette, MAC N9311-161, Minneapolis, Minnesota 55479.

For more information on the master trust trustee, see “The Master Trust Trustee” in the attached prospectus.

The Collateral

The primary asset of the owner trust is the collateral certificate. The primary asset of the master trust is a pool of receivables arising under:

·Target VISA accounts relating to the sale of merchandise and services by Target stores and other merchants and vendors participating in the worldwide VISA network, and

·Target Card accounts relating to the sale of merchandise and services by Target stores.

For more information on the receivables, see “Target National Bank’s Credit Card Business” and “The Master Trust Portfolio” in this prospectus supplement.

Interests in the Master Trust

The master trust trustee maintains the master trust for several beneficiaries:

·the owner trust, as holder of the collateral certificate,

·certificateholders of other series issued by the master trust,

·Target National Bank, as the holder of a participation in the assets of the master trust, and

·TRC, as the holder of the transferor certificate issued by the master trust.

Each series, including the collateral certificate, has a claim to a specific dollar amount of the master trust’s assets, regardless of the total amount of principal receivables in the master trust at any time. TRC, as holder of the transferor certificate, and Target National Bank, as holder of the participation, hold the other claims to the master trust’s assets. The sizes of these claims fluctuate with the total amount of principal receivables in the master trust.

For more information on interests in the master trust, see “Description of the Certificates—Allocation of Master Trust Assets” in the attached prospectus.

The Series 2005-1 Collateral Certificate

The collateral certificate represents the right to receive a portion of collections on the underlying master trust assets and will also be allocated a portion of net losses on the principal receivables in the master trust, called the investor defaulted amount. Any collections allocated to the collateral certificate in excess of the amount owed to the owner trust and the servicer of the receivables will be shared with other series of certificates issued by the master trust or returned to TRC.

For more information on the collateral certificate, see “Description of the Collateral Certificate” in this

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prospectus supplement. For more information on the allocation of collections and payments to the collateral certificate, see “Description of the Collateral Certificate—Collateral Certificate Interest Payments,” “—Collateral Certificate Principal Payments” and “—Allocation Percentages” in this prospectus supplement.

The Class A Notes

The Class A notes represent obligations of the owner trust and will be secured by the collateral certificate and amounts received in respect of the collateral certificate, which will be the sole source of payments on the Class A notes. The amounts allocated to the collateral certificate will be used to pay principal of and interest on the Class A notes as those amounts become due, to cover net losses allocated to the collateral certificate and to pay the servicing fee and other expenses allocated to the collateral certificate. In no case will you receive more than the principal and interest owed to you under the terms of your notes described in this prospectus supplement.

For more information on the Class A notes, see “Description of the Notes” in this prospectus supplement.

Interest Payments

Interest on your Class A notes will be paid monthly on each distribution date for the related interest accrual period, from interest paid to the owner trust on the collateral certificate. A distribution date will occur on the 25th day of each month, or if that day is not a business day, the next business day, beginning on December 27, 2005. Your Class A notes will bear interest at one-month LIBOR plus        % per year.

Interest for your Class A notes will be calculated as follows:

Class A outstanding principal amount at end of prior month	x	actual number of days in interest accrual period	x	Class A interest rate for interest accrual period
		360

Each interest accrual period will begin on and include a distribution date and end on but exclude the next distribution date. However, the first interest accrual period will begin on and include the closing date and end on but exclude the first distribution date for your notes.

You may obtain the interest rates for the current interest accrual period and the immediately preceding interest accrual period by telephoning the indenture trustee at (612) 667-8058.

For more information on the payment of interest on the Class A notes, see “Description of the Collateral Certificate—Collateral Certificate Interest Payments” and “—Application of Collections—Payment of Interest, Fees and Other Items” and “Description of the Notes—Interest Payments” in this prospectus supplement.

Principal Payments

Your Class A notes are expected to be paid in full on the October 2010 distribution date, which is the expected final payment date for the Class A notes. If an early amortization period has not commenced, the master trust will accumulate collections of principal receivables in a principal funding account during the accumulation period for the benefit of the owner trust, as holder of the collateral certificate, for the purpose of repaying the Class A notes on the Class A expected final payment date. The length of the accumulation period prior to the Class A expected final payment date will be as many months as is expected to be necessary for the accumulation of the Class A principal amount, but will not be more than twelve months or less than one month. The accumulation period will end on the first to occur of the following:

·the day before an early amortization period begins,

·the date on which the invested amount of the collateral certificate is reduced to zero, and

·the October 2014 distribution date, which is the legal maturity date.

If your Class A notes are not paid in full on the Class A expected final payment date, an early amortization event will occur, the early amortization period will begin and the Class A notes will begin to receive monthly payments of

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interest and principal until the first to occur of the following:

·the date on which they are paid in full,

·the date on which the invested amount of the collateral certificate is reduced to zero,

·the date on which the assets of the owner trust are fully liquidated after an event of default and acceleration of the outstanding principal amount of the notes, and

·the legal maturity date.

For more information on the payment of principal of the Class A notes and the accumulation period, see “Description of the Collateral Certificate—Collateral Certificate Principal Payments” and “—Application of Collections—Payment of Principal” and “Description of the Notes—Principal Payments” and “—Distributions to Noteholders” in this prospectus supplement.

Credit Enhancement

Your Class A notes are credit enhanced through the subordination of the Subordinated Interests. Each month, the master trust will allocate a portion of net losses on the receivables in the master trust portfolio to the collateral certificate. Finance charge collections allocated to the collateral certificate ordinarily will be used to pay interest on the Class A notes, to fund the servicing fee with respect to the collateral certificate and then to cover the portion of net losses allocated to the collateral certificate.

If finance charge collections allocated to the collateral certificate are insufficient to make all required payments and reimbursements in any month, excess finance charge collections from other series issued by the master trust, if any, may be used to make required payments and reimbursements. If those amounts are not sufficient and TRC does not elect to apply excess transferor finance charge collections to cover those required payments and reimbursements or the amount of excess transferor finance charge collections applied is insufficient to cover those required amounts, principal collections allocated to the collateral certificate in an aggregate amount not to exceed the subordinated amount will be reallocated to make up shortfalls in amounts available to make interest payments on the Class A notes and pay the monthly servicing fee. The subordinated amount is equal to the difference between the invested amount of the collateral certificate and the outstanding principal amount of the Class A notes, but not less than zero. Any reallocation of principal collections allocated to the collateral certificate will result in a reduction in the invested amount of the collateral certificate. In addition, the invested amount of the collateral certificate will be reduced by:

·any investor defaulted amount allocated to the collateral certificate and not funded by collections of finance charge receivables and other amounts available to the collateral certificate to cover the investor defaulted amount, and

·any unpaid adjustment payment that TRC is required to but fails to make and that is allocated to the collateral certificate.

The Class A notes may suffer a loss of principal and shortfalls in interest payments if the subordinated amount is reduced to zero and there are shortfalls in collections of finance charge receivables and other amounts available to make interest payments and to cover the investor defaulted amount.

For a more detailed description of the subordination provisions of the Subordinated Interests, see “Description of the Notes—Subordination” in this prospectus supplement.

Allocations of Collections

Each month the servicer will allocate collections among:

·the collateral certificate,

·other series of certificates issued and outstanding,

·the interests of any holders of participations in assets of the master trust, and

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·the transferor’s interest in the master trust.

Generally, you are entitled to receive payments of interest and principal only from collections and other master trust assets allocated to the collateral certificate.

The amount allocated to the collateral certificate will be based generally upon the invested amount of the collateral certificate compared to the total amount of principal receivables in the master trust. The invested amount of the collateral certificate is the sum of:

·the initial invested amount of the collateral certificate, plus

·any increase in the collateral certificate principal amount in connection with the issuance of additional Class A notes and/or Subordinated Interests, plus

·the aggregate amount of reimbursement of investor charge-offs, minus

·principal payments made to the holder of the collateral certificate, minus

·the aggregate amount of investor charge-offs, minus

·the amount of any reduction in the invested amount of the collateral certificate due to the purchase and subsequent cancellation of notes by TRC or the owner trust.

On the closing date, the invested amount of the collateral certificate will be $961,538,462, the Class A outstanding principal amount will be $750,000,000 and the outstanding principal amount of the Subordinated Interests will be $211,538,462.

During the accumulation period, collections of finance charge receivables allocated to the collateral certificate and the investor defaulted amount will be based upon the adjusted invested amount of the collateral certificate, which is equal to the invested amount of the collateral certificate less amounts accumulated in the principal funding account for the purpose of making payments to the Class A noteholders on the Class A expected final payment date.

If the invested amount of the collateral certificate is reduced due to investor charge-offs, collections of principal receivables and finance charge receivables allocated to the collateral certificate and available for payment on your notes may be reduced.

For a more detailed description of the allocation percentages used for the collateral certificate, see “Description of the Collateral Certificate—Allocation Percentages” in this prospectus supplement. For a description of the events which may lead to reductions in the invested amount of the collateral certificate, see “Description of the Collateral Certificate—Allocation Percentages” and “—Reallocation of Cash Flows; Defaulted Receivables; Investor Charge-Offs” in this prospectus supplement.

Application of Collections

Collections of Finance Charge Receivables

Collections of finance charge receivables allocated to the collateral certificate will be used each month in the following order:

·to pay interest due and payable on the Class A notes for the related interest accrual period,

·to pay the monthly servicing fee,

·to cover the investor defaulted amount,

·to reimburse write downs of the invested amount of the collateral certificate due to investor charge-offs,

·to pay interest, if any, on the Subordinated Interests,

·to fund the reserve account, if TRC, at its option, designates a reserve account funding date,

·to pay any other amounts required to be paid pursuant to the Indenture or any supplement to the Indenture, and

·to be applied as excess finance charge collections.

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Collections of Principal Receivables

So long as the subordinated amount is greater than zero, collections of principal receivables allocable to the collateral certificate, up to an amount equal to the subordinated amount, will be applied each month first to fund shortfalls, if any, in:

·interest payments on the Class A notes, and

·payments of the monthly servicing fee;

then collections of principal receivables allocable to the collateral certificate will be applied as follows:

·during the revolving period:

—first, at the request of TRC, provided that rating agency confirmation is received, used to reduce the outstanding principal amount of the Subordinated Interests in an amount not to exceed the subordinated amount, and

—second, treated as shared principal collections,

·during the accumulation period:

—first, deposited up to the Class A controlled deposit amount in the principal funding account for the benefit of the owner trust for payment to the Class A noteholders on the Class A expected final payment date,

—second, after the deposit in the principal funding account of an amount equal to the outstanding principal amount of the Class A notes, paid to the owner trust to be applied to pay principal of the Subordinated Interests until the subordinated amount has been paid in full, and

—third, treated as shared principal collections, and

·during an early amortization period:

—first, paid to the owner trust to be applied to pay principal of the Class A notes, until the Class A outstanding principal amount has been paid in full or the invested amount of the collateral certificate is reduced to zero,

—second, paid to the owner trust to be applied to pay principal of the Subordinated Interests until the subordinated amount has been paid in full, and

—third, treated as shared principal collections.

For a more detailed description of the application of collections, see “Description of the Collateral Certificate—Application of Collections” in this prospectus supplement.

Group I

The collateral certificate is included in Group I and will share excess finance charge collections with other series in Group I. The series listed under “Other Series Issued and Outstanding” in this prospectus supplement is also included in Group I. Additional series issued by the master trust may be included in Group I or may be included in other groups that may be established.

For more information on sharing of excess finance charge collections among series in Group I, see “Description of the Collateral Certificate—Sharing of Excess Finance Charge Collections” in this prospectus supplement.

Shared Principal Collections

The collateral certificate is a principal sharing series. The series listed under “Other Series Issued and Outstanding” in this prospectus supplement is also a principal sharing series. Each principal sharing series that has a principal shortfall will receive a portion of the total amount of shared

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principal collections based on the amount of the principal shortfall for that series divided by the total principal shortfalls for all principal sharing series.

For more information on shared principal collections and principal sharing series, see “Description of the Collateral Certificate—Shared Principal Collections” in this prospectus supplement.

Early Amortization Events

The collateral certificate is subject to several early amortization events, which could cause principal to be paid on the collateral certificate, and thus on the Class A notes, prior to the Class A expected final payment date. If the collateral certificate or the master trust experiences an early amortization event, the early amortization period may begin. If the early amortization period begins, the Class A notes will receive monthly payments of principal and interest until the first to occur of the following:

·the date on which they are paid in full,

·the date the invested amount of the collateral certificate is reduced to zero,

·the date on which the assets of the owner trust are fully liquidated after an event of default and acceleration of the outstanding principal amount of the notes, and

·the legal maturity date.

Early amortization events may occur if TRC fails to make required deposits or payments, violates certain covenants and agreements or makes representations and warranties that are materially incorrect.

The following are also early amortization events:

·the average portfolio yield for any three consecutive months is less than the average base rate for those three consecutive months,

·the Class A outstanding principal amount is not paid in full on the Class A expected final payment date,

·bankruptcy, insolvency or similar events relating to TRC, the servicer, TCC or the holder of the transferor certificate, and

·the occurrence of an event of default and the acceleration of the outstanding principal amount of the notes under the indenture.

For more information on early amortization events, see “Description of the Collateral Certificate—Application of Collections—Payment of Principal” and “—Early Amortization Events” in this prospectus supplement.

Events of Default

The Class A notes are subject to several events of default, which could cause principal to be paid on the Class A notes prior to the Class A expected final payment date. If an event of default occurs, the indenture trustee or the holders of a majority by outstanding principal amount of the notes, including any portion of the Subordinated Interests held by an entity other than TRC or its affiliates, may declare the notes to be immediately due and payable. General references in this prospectus supplement to “notes” or “noteholder” includes any portion of the Subordinated Interests held by an entity other than TRC or its affiliates and any holder thereof, as applicable. Notes or Subordinated Interests held by TRC or its affiliates are not entitled to vote. If the Class A notes are accelerated, the indenture trustee can:

·begin proceedings to collect amounts due from the owner trust,

·foreclose on the collateral certificate,

·sell the collateral certificate and use the proceeds to pay the notes, and

·allow the owner trustee to continue to hold the collateral certificate and make principal payments of the notes from principal payments of the collateral certificate.

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The following are events of default under the indenture:

·principal of any class of notes is not paid in full on the legal maturity date,

·the owner trust fails to pay interest on any class of notes when due and the failure continues for 35 days,

·the owner trust becomes bankrupt or insolvent,

·failure to observe or perform any covenants or agreements under the indenture, which failure has a material adverse effect on noteholders, and

·the owner trust becomes subject to regulation as an “investment company” under the Investment Company Act of 1940.

For more information on events of default, see “Description of the Notes—Events of Default and Rights Upon Event of Default” in this prospectus supplement.

Defeasance

On any date on which certain conditions described herein have been satisfied, the notes will no longer be entitled to the security interest of the indenture trustee in the collateral certificate and the collateral certificate will be released from the lien of the Indenture. Following defeasance of the notes, the owner trust will transfer the collateral certificate to TRC, the owner trust will no longer be entitled to receive payments from the master trust trustee in respect of the collateral certificate and payments of principal of and interest on the notes will be made primarily from amounts deposited into accounts established by the owner trust in connection with the defeasance of the notes.

For more information on defeasance of the notes and the conditions required to be satisfied in connection therewith, see “Description of the Notes—Defeasance” in this prospectus supplement.

Optional Termination

TRC, as the holder of the transferor certificate, has the right to repurchase the collateral certificate, and thus cause an early repayment of the Class A notes, on any distribution date on or after the distribution date on which the outstanding principal amount of the Class A notes is less than or equal to 10% of the highest outstanding principal amount of the Class A notes at any time. The purchase price will be equal to the outstanding principal amount of the collateral certificate plus accrued and unpaid interest.

For more information on optional termination, see “Description of the Collateral Certificate—Optional Termination” in this prospectus supplement.

Federal Income Tax Characterization of the Class A Notes, Target Credit Card Owner Trust 2005-1 and the Target Credit Card Master Trust

Skadden, Arps, Slate, Meagher & Flom LLP, special federal income tax counsel to TRC, will render the opinion, in connection with the issuance of the Class A notes and subject to the assumptions and qualifications stated in its opinion, that:

·under existing law the Class A notes will be classified as debt for U.S. federal income tax purposes, and

·neither the owner trust nor the master trust will be an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

For more information regarding the application of U.S. federal income tax laws, see “Federal Income Tax Consequences” in the attached prospectus.

ERISA Considerations

Subject to important considerations described under “ERISA Considerations” in the attached prospectus, the Class A notes will be eligible for purchase by persons investing assets of employee benefit plans or individual retirement accounts.

For more information regarding the application of ERISA, see “ERISA Considerations” in the attached prospectus.

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Risk Factors

Investment in the Class A notes involves risks. You should consider carefully the risk factors beginning on page S-13 in this prospectus supplement.

Registration, Clearance and Settlement

The Class A notes offered by this prospectus supplement and the attached prospectus will be registered in the name of The Depository Trust Company or its nominee. The purchasers of those Class A notes will not be entitled to receive physical delivery of those Class A notes in definitive paper form except under limited circumstances. Owners of those Class A notes may elect to hold their Class A notes through The Depository Trust Company in the United States or through Clearstream Banking, société anonyme, or the Euroclear system in Europe. Transfers will be made in accordance with the rules and operating procedures of those clearing systems.

For more information regarding registration, clearance and settlement procedures, see “Description of the Notes—General” in this prospectus supplement and “Description of the Notes” in the attached prospectus.

Note Ratings

Upon issuance, the Class A notes are required to be rated in the highest rating category by at least one nationally recognized rating organization. It is anticipated that the Class A notes will be rated “Aaa” by Moody’s and “AAA” by Standard & Poor’s.

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Transaction Flow Chart

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Risk Factors

You should consider carefully the following risk factors in deciding whether to purchase the Class A notes described in this prospectus supplement.

Reduced collections of finance charge receivables or increased defaulted receivables could result in accelerated, delayed or reduced payments to you.	If the average portfolio yield, which is net of defaulted receivables, for any three consecutive months is less than the average base rate for the same three consecutive months, an early amortization event will occur and the early amortization period will begin. This could result in accelerated, delayed or reduced payments to you.
Reduced collections of principal receivables or an inadequate amount of principal receivables could result in accelerated, delayed or reduced payments to you.	Reductions in collections of principal receivables may cause the period necessary to repay the collateral certificate and, as a result, your Class A notes to extend beyond the Class A expected final payment date. In addition, an inadequate amount of principal receivables could result in an early amortization event, thereby resulting in early or delayed repayment or reduced payments of principal to the owner trust as holder of the collateral certificate and, as a result, on your Class A notes.
	The receivables transferred to the master trust may be paid at any time. We cannot assure the creation of additional receivables in the master trust accounts or that any particular pattern of cardholder payments will occur. The amount of outstanding receivables will vary due to changes in credit terms and conditions, seasonal variations, the availability of other sources of credit, legal factors, general economic conditions, and the spending and borrowing habits of individual cardholders.
	We can give you no assurance that sufficient collections of principal receivables will be available when expected, either to accumulate during the accumulation period or to pay to the owner trust as holder of the collateral certificate to be used to pay principal of the Class A notes on the Class A expected final payment date. Collections of principal receivables may or may not be constant from month to month or be similar to historical experience. The monthly principal payment rates on the receivables may vary due to any of the following: cardholders failing to make required minimum payments, cardholders paying only the minimum required amount, variations in the master trust portfolio receivables balance and changing payment habits of the cardholders. This could result in accelerated, delayed or reduced payments to you.

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Allocations of defaulted receivables could result in reduced payments to you.	Target National Bank will write off defaulted receivables arising in accounts in the master trust portfolio. If the amount of defaulted receivables allocated to the collateral certificate exceeds the amount of funds available for reimbursement of those defaulted receivables, the owner trust as holder of the collateral certificate may not receive the full amount of principal and interest due to it and you may receive reduced payments on your Class A notes.See “Target National Bank’s Credit Card Business—Delinquency and Collections Procedures for Target National Bank Credit Cards,” “The Master Trust Portfolio—Delinquency Experience” and “—Charge-Off Rate Experience,” “Description of the Notes—Subordination,” and “Description of the Collateral Certificate—Application of Collections” and “—Reallocation of Cash Flows; Defaulted Receivables; Investor Charge-Offs” in this prospectus supplement.
Limited credit enhancement provided by the Subordinated Interests could result in reduced payments to you.	The credit enhancement provided for your Class A notes from the subordination of the Subordinated Interests is limited. The Class A notes may suffer a loss of principal and shortfalls in interest payments if the subordinated amount is reduced to zero and there are shortfalls in collections of finance charge receivables and other amounts available to make interest payments on the Class A notes and to cover the investor defaulted amount. This could result in reduced payments to you.See “Description of the Notes—Subordination” in this prospectus supplement.
A change in the terms and conditions of the accounts may reduce the amount of receivables arising under the accounts, reduce the portfolio yield, reduce the amount of collections on those receivables or otherwise alter payment patterns and could result in accelerated, delayed or reduced payments to you.	Target National Bank will sell receivables arising under specified credit card accounts to TCC which will sell those receivables to TRC. TRC will transfer those receivables to the master trust, but Target National Bank will continue to own the credit card accounts. As the owner of the accounts, Target National Bank retains the right to change account terms and conditions, including finance charges and other fees it charges and the required minimum monthly payment. For example, in 2005 Target National Bank began assessing finance charges at a prime based floating rate instead of a fixed rate on a majority of accounts. Certain changes in the terms of the accounts may reduce the amount of receivables arising under the accounts, reduce the portfolio yield, reduce the amount of collections on those receivables or otherwise alter payment patterns. Payments to the owner trust on the collateral certificate and, therefore, payments to you could be accelerated, delayed or reduced as a result of these changes.
Competition in the credit card and debit card industry could impact Target National Bank’s ability to generate new accounts and receivables and might also affect payment patterns on the existing receivables which could result in accelerated, delayed or reduced payments to you.	The credit card industry is highly competitive. As the issuer of Target VISA, Target National Bank competes with other issuers of VISA credit cards and with issuers of MasterCard, American Express, Discover Card and other credit cards and charge cards, as well as issuers of debit cards. As new issuers enter the market and existing issuers try to expand their market share, effective advertising, target marketing, pricing and technology related strategies grow in importance. The ability of Target National Bank to compete in this industry environment will affect its ability to generate new accounts and receivables and might also affect payment patterns on the receivables. This could result in accelerated, delayed or reduced payments to you.

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Fluctuations in the rate of receivables growth and principal payment rates due to the dependence on Target stores could result in accelerated, delayed or reduced payments to you.	Retailing is highly competitive. Target stores compete not only with other discount and general merchandise stores in the areas in which they operate but also with direct marketers and numerous types of retail outlets, including online retailers. Target stores currently accept most major credit cards and related debit cards. Target’s ability to compete in this environment will affect its ability to generate new receivables from Target National Bank credit cards, including Target VISA to the extent it is used for purchases in Target stores, and might also affect payment patterns on those receivables. Target stores may not be able to continue generating new receivables at the same rate as in previous years. Target may decide at any time to sell all or any portion of its business or assets. A significant decline in the amount of new receivables generated by the accounts in the master trust or a decline in the principal payment rate could result in reduced collections. This could result in accelerated, delayed or reduced payments to you.
TRC may not be able to add accounts to the master trust. This could result in accelerated, delayed or reduced payments to you.	If TRC’s percentage interest in the principal receivables and certain accounts in the master trust falls to a minimum level, currently set at 2%, TRC will be required to maintain that level of interest in the master trust assets by designating additional accounts for the master trust portfolio and transferring the receivables in those accounts to the master trust. TRC may not be able to designate additional accounts when required. If TRC fails to designate additional accounts when required, an early amortization event will occur and the early amortization period will begin. This could result in accelerated, delayed or reduced payments to you. See “The Pooling and Servicing Agreement—Addition of Master Trust Assets” in the attached prospectus.
Currently, all new accounts are automatically designated as additional accounts. These additional accounts may have different terms and conditions and may be of lower credit quality than existing accounts. This could result in accelerated, delayed or reduced payments to you.	So long as certain conditions are satisfied, TRC currently intends to automatically designate all new accounts as additional accounts and transfer the receivables in those accounts to the master trust. Credit card accounts purchased by Target National Bank and originated by other credit card originators may also be included as additional accounts if certain conditions are satisfied. Any additional accounts may have different terms and conditions than the accounts currently designated to have their receivables included in the master trust. These additional accounts and the related receivables may perform differently than the current accounts and receivables already included in the master trust. This could result in accelerated, delayed or reduced payments to you.
If any rating of the Class A	Any rating of the Class A notes by a rating agency will indicate:
notes is lowered or withdrawn, the market value of the Class A notes could decrease.	·   its view on the likelihood that Class A noteholders will receive timely payments of interest and payments of principal by the legal maturity date, and
	·   its evaluation of the receivables and the availability of any enhancement for the Class A notes provided by the subordination of the Subordinated Interests.

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	Among the things a rating will not indicate are:
	·   the likelihood of payment in full of the Class A notes by the Class A expected final payment date,
	·   the likelihood that an early amortization event will occur,
	·   the marketability of the Class A notes,
	·   the market price of the Class A notes,
	·   the likelihood that a United States withholding tax will be imposed on non-U.S. noteholders, or
	·   whether the Class A notes are an appropriate investment for you.
	Rating agencies other than those requested could assign a rating to the Class A notes and that rating could be lower than any rating assigned by a rating agency chosen by TRC.
	A rating is not a recommendation to buy, sell or hold the Class A notes. A rating may be lowered or withdrawn at any time by a rating agency. The market value of the Class A notes could decrease if any rating of the Class A notes is lowered or withdrawn.
You may not be able to resell your Class A notes.	The underwriters may assist in resales of your Class A notes but they are not required to do so. A secondary market for the Class A notes may not develop. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your Class A notes.
Repayment of your notes is limited to the owner trust’s assets.	The owner trust will not have any significant assets for the benefit of your notes other than the collateral certificate, the note distribution account and, if the notes are defeased, any accounts established by the owner trust in connection with the defeasance. As a result, you must rely only on those assets for repayment of your notes. Although the owner trust may be required to sell the collateral certificate following an event of default, there can be no assurance that the proceeds of a sale of the collateral certificate will be sufficient to pay the interest or principal due to you. Additionally, the sale of the collateral certificate is subject to restrictions on transfer that may delay the payment on your notes.

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If Target National Bank, TCC or TRC breaches representations and warranties relating to the receivables, it could result in accelerated, delayed or reduced payments to you.

Target National Bank represents and warrants to TCC, TCC represents and warrants to TRC and TRC represents and warrants to the master trust, the eligibility, validity and enforceability of the receivables arising under the accounts in the master trust portfolio, and the perfection and priority of the security interest in the transferred receivables. Neither the indenture trustee nor the master trust trustee makes any examination of the receivables or the related records for the purpose of determining the presence or absence of defects, compliance with representations or warranties, or for any other purpose. If a representation or warranty relating to the receivables is violated, the cardholders may have defenses to payment or offset rights, or creditors of Target National Bank or TCC, as the case may be, may claim rights to these receivables. This could result in accelerated, delayed or reduced payments to you. See “The Pooling and Servicing Agreement” and “The Bank Receivables Purchase Agreement and the Receivables Purchase Agreement” in the attached prospectus.

Changes to consumer protection laws may impede Target National Bank’s collection efforts or alter the timing or amount of collections. This could result in accelerated, delayed or reduced payments to you.

Federal and state consumer protection laws regulate the creation and enforcement of consumer loans, including credit card accounts and receivables. Changes or additions to those laws or failure to comply with those laws could make it more difficult for Target National Bank to collect payments on the receivables or could reduce the finance charges and other fees that Target National Bank can charge on credit card account balances, or could render some receivables uncollectible. Receivables which arise under accounts that do not comply with consumer protection laws may not be valid or enforceable in accordance with their terms against the obligor on those receivables. This could result in accelerated, delayed or reduced payments to you.See “The Pooling and Servicing Agreement—Representations and Warranties,” “The Bank Receivables Purchase Agreement and the Receivables Purchase Agreement” and “Legal Aspects of the Receivables—Consumer Protection Laws” in the attached prospectus.

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Regulatory action could result in delayed or reduced payments to you.	Federal and state banking agencies have broad enforcement powers over Target National Bank. If the appropriate banking agency were to find that any securitization agreement of Target National Bank, the master trust or the owner trust, or the performance of any obligation under such an agreement, constitutes an unsafe or unsound practice or violates any law, rule, regulation, or written condition or agreement applicable to Target National Bank, that banking agency has the power to order Target National Bank, among other things, to rescind that agreement, refuse to perform that obligation, terminate that activity, or take such other action as that banking agency determines to be appropriate. If an appropriate banking agency did reach such a conclusion, and ordered Target National Bank to rescind or amend its securitization agreements, payments to you could be delayed or reduced, and Target National Bank may not be liable to you for contractual damages for complying with such an order and you may not have any legal recourse against the appropriate banking agency.See “Legal Aspects of the Receivables—Certain Regulatory Matters” in the attached prospectus.
The proposed implementation of new minimum payment requirements could increase delinquency and net charge-off rates in the accounts included in the master trust portfolio, resulting in accelerated, delayed or reduced payments to you.	In January 2003, the Federal Financial Institutions Examination Council, referred to herein as the FFIEC, issued guidelines regarding account management, risk management and loss allowance practices for institutions engaged in credit card lending. The Office of the Comptroller of the Currency, referred to herein as the OCC, has recently provided new interpretive guidance to Target National Bank and other OCC regulated banks with respect to the FFIEC’s guidelines that will result in an increase in the minimum payments due on a portion of the Target VISA and Target Card accounts when fully implemented by Target National Bank. The OCC guidance is intended to be responsive to concerns raised by the FFIEC that credit card lenders should require minimum payments that amortize outstanding account balances over a reasonable period of time. By December 31, 2005, in response to the OCC guidance, a new minimum payment is expected to be implemented for Target VISA accounts and, in 2006, Target National Bank expects to implement a new minimum payment due for Target Card accounts.See “Target National Bank’s Credit Card Business—Terms of Accounts” in this prospectus supplement.
	These changes in minimum payments are likely to result in a near-term increase in delinquencies and charge-offs in the accounts in the master trust portfolio. Target National Bank is unable to predict at this time the magnitude of that increase or its long-term impact, if any, on portfolio performance. Any negative impact on portfolio performance may result in accelerated, delayed or reduced payments to you.

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Insolvency or bankruptcy of Target National Bank, TCC or TRC could result in accelerated, delayed or reduced payments to you.	Target National Bank owns the credit card accounts under which the receivables arise. If Target National Bank becomes insolvent or is in an unsound financial condition, the Comptroller of the Currency is authorized to appoint the FDIC as receiver. Under these circumstances, the FDIC would have the statutory authority to take any of the following actions:
	·   require the master trust trustee to go through an administrative claims procedure under which the FDIC could have up to 180 days to determine the master trust trustee’s right to payments collected on the receivables in the master trust,
	·   request a stay of up to 90 days of any judicial action or proceeding involving Target National Bank, and
	·   repudiate any contract of Target National Bank within a reasonable time following the date of receivership and limit the master trust’s resulting claim to “actual direct compensatory damages” —not including lost profits or opportunity—measured as of the date of receivership, not the date of payment.
	If the FDIC were to take any of these actions, your payments could be accelerated, delayed or reduced. See “Legal Aspects of the Receivables—Matters Relating to Bankruptcy or Receivership” in the attached prospectus.
	The receivables in which the owner trust has an interest are conveyed to the master trust by TRC. TRC acquires them from TCC which in turn acquired the receivables from Target National Bank. The conveyances from Target National Bank to TCC and from TCC to TRC are intended to be treated as sales. However, a court could conclude that TCC or Target National Bank still owns the receivables and has only conveyed a security interest in the receivables. The receivables may then be subject to tax or other governmental liens and to administrative expenses of the bankruptcy or bank receivership proceeding of a predecessor in interest of those receivables. Also, a bankruptcy trustee or a creditor may attempt to cause TRC to be substantively consolidated with a predecessor in interest of the receivables. Recharacterization of the conveyance of the receivables as a pledge or substantive consolidation can delay or reduce payments to the owner trust as holder of the collateral certificate and, therefore, to you.

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	The FDIC, as conservator or receiver, would have the statutory authority to repudiate any contract of Target National Bank. This authority may permit the FDIC to repudiate the transfers of receivables to TCC. Under an FDIC regulation, however, the FDIC, as conservator or receiver, would not use its repudiation authority to reclaim, recover or recharacterize financial assets, such as the receivables, transferred by a bank if certain conditions are met. These conditions include that the transfer by Target National Bank must qualify for sale accounting treatment, be made for adequate consideration, and not be made fraudulently, in contemplation of insolvency, or with the intent to hinder, delay or defraud the bank or its creditors. Target National Bank believes that this FDIC regulation applies to the transfer of receivables under the bank receivables purchase agreement and that the conditions of the regulation have been satisfied.
	If specified events related to the conservatorship or receivership of Target National Bank, or the bankruptcy or insolvency of TCC or TRC were to occur then an early amortization event would occur for all outstanding series and new principal receivables would cease to be transferred to the master trust. The FDIC, as conservator or receiver, may nonetheless have the power regardless of the terms of the bank receivables purchase agreement, the receivables purchase agreement, or the pooling and servicing agreement:
	·   to prevent the beginning of an early amortization period,
	·   to require new principal receivables to continue to be sold by Target National Bank to TCC, or
	·   to prohibit the continued transfer of receivables to TCC.
	In addition, the FDIC, as conservator or receiver, may have the power to prevent the master trust trustee or the certificateholders (including the owner trust as holder of the collateral certificate) from appointing a new servicer under the pooling and servicing agreement. The events described in this paragraph could result in accelerated, delayed or reduced payments to you.
Issuance of additional series of certificates by the master trust may result in delayed or reduced payments to you.	The master trust has issued series of certificates other than the collateral certificate and is expected to issue additional series from time to time. The master trust may issue additional series with terms that are different from the terms of the collateral certificate without the prior review or consent of the owner trust as holder of the collateral certificate. It is a condition to the issuance of each new series that each rating agency that has rated an outstanding series of certificates or notes confirm in writing that the issuance of the new series will not result in a reduction or withdrawal of its rating on such certificates or notes. However, the terms of a new series could affect the timing and amount of payments on any other outstanding series and may result in delayed or reduced payments to you.See “Description of the Certificates—New Issuances” in the attached prospectus.

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Shortfalls in investment earnings on amounts deposited in the special funding account and the principal funding account could result in accelerated or reduced payments to you.	Any amounts deposited in the special funding account or in the principal funding account will be invested in investments earning a rate that is likely to be less than the yield from collections of finance charge receivables and that is likely to be less than the base rate. Excess transferor finance charge collections will and any amounts on deposit in a reserve account may be used to fund shortfalls in investment earnings on amounts in the principal funding account during the accumulation period; however, there can be no assurances that these funds will be available or sufficient to cover shortfalls in investment earnings. Shortfalls in investment earnings may result in the occurrence of an early amortization event and the commencement of the early amortization period. This could result in accelerated or reduced payments to you.
You will have limited control of master trust or owner trust actions.	You will have limited voting rights relating to actions of the owner trust and the indenture trustee. You will not have the right to vote to direct the master trust trustee to take any actions other than the right to vote to commence an early amortization period or declare a servicer default. Moreover, actions taken or not taken by controlling certificateholders may be contrary to the actions that you determine to be in your best interest. In general, any voting right to which the owner trust, as holder of the collateral certificate, is entitled to exercise in respect of master trust actions will be passed through to noteholders. In such cases, holders of the same proportion of notes, by outstanding principal amount, as that specified for the applicable certificates will have a right to direct the exercise of the vote by the owner trust in respect of the collateral certificate.
	During the revolving period, TRC may increase the outstanding principal amount of the collateral certificate, the Class A notes and the Subordinated Interests. If the conditions precedent described in this prospectus supplement are satisfied, TRC may also sell the Subordinated Interests to affiliates or third parties. Holders of the Subordinated Interests who are not affiliates of TRC will have a right to vote with Class A noteholders, as a single class, on any matter on which Class A noteholders have a right to vote, unless such right is expressly limited to Class A noteholders. Any such increase in the outstanding principal amount of the Class A notes or Subordinated Interests and any transfer of the Subordinated Interests to an entity that is not an affiliate of TRC may dilute your voting rights.See “Description of the Collateral Certificate—Increases in the Principal Amount of the Collateral Certificate” and “Description of the Notes —Transfer of the Subordinated Interests” in this prospectus supplement.

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This prospectus supplement and the attached prospectus use defined terms. Any capitalized term used but not defined in this prospectus supplement is defined in the attached prospectus. Both the attached prospectus and this prospectus supplement contain a glossary of important terms where definitions can be found.

Target National Bank’s Credit Card Business

Effective July 8, 2004, receivables originated on Marshall Field’s and Mervyn’s private label credit cards were removed from the master trust in connection with Target’s sale of these receivables and related accounts and retail operations. All numerical portfolio information in this prospectus supplement reflects the removal of Marshall Field’s and Mervyn’s receivables balances for all periods.

Target National Bank’s credit card business is comprised of Target VISA and Target Card, as described in the table below.

Target National Bank	Composition of Receivables in Target National Bank’s Credit Card Portfolio
Credit Cards	as of September 30, 2005			as of December 31, 2004			as of December 31, 2003			as of December 31, 2002
Target VISA		89	%		87	%		85	%		83	%
Target Card		11	%		13	%		15	%		17	%

Target VISA

The pilot introduction of Target VISA in the fall of 2000 was focused on leveraging Target National Bank’s credit card operations to strengthen the loyalty of Target’s higher credit quality guests. The approaches to account acquisition, credit-granting and the features of Target VISA were tailored to encourage guests to both shop more frequently at Target stores and purchase more on each visit. Accordingly, the primary origination channel was to substitute Target VISA for the Target Cards of qualifying accountholders. Target VISA is accepted by Target stores as well as by other merchants and service providers throughout the VISA network.

In the fall of 2001, Target VISA was rolled out nationally with the conversion of approximately 4 million qualifying and primarily active Target Card accounts to Target VISA accounts. Additional conversions occurred in the fall of 2002, 2004 and 2005 for 1.6 million, 1.4 million and 600 thousand accounts, respectively.

Since the national rollout, expanding existing relationships with Target’s higher credit quality guests continues to remain the focus of Target VISA. New Target VISA accounts have been generated through applications offered at Target stores and online through the Target website. In the future, Target National Bank expects to continue to originate new Target VISA accounts and may convert select existing Target Card accounts to Target VISA accounts as these accounts meet Target VISA underwriting standards. As a result, Target VISA accounts may over time constitute a somewhat greater portion of the accounts designated to have their receivables included in the master trust.

Target VISA cardholders may currently use their Target VISA for purchases and cash advance transactions. Cardholders make purchases when using their Target VISA to buy goods or services. A cash advance is made when Target VISA is used to obtain cash from a financial institution or an automated teller machine to draw against the cardholder’s credit line. The majority of accounts are limited to cash advances up to 15% of their credit line, although certain low risk accounts are allowed cash advances up to 50% of their credit line. Target National Bank may from time to time offer additional credit card features or issue credit cards on other networks.

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Private Label Credit Card Business (Target Card)

Currently, Target’s private label credit card, Target Card, is used to purchase products from Target stores and online through the Target website at www.target.com. New Target Card accounts are generated through applications offered at Target stores and online through the Target website. Target National Bank may test and introduce new private label credit card products from time to time. Credit cards issued by Target National Bank in the future may contain terms different from Target National Bank’s current credit cards.

Marketing Programs and Account Origination

Account Origination.   Over 96% of all new account originations in 2004 were the result of in-store origination channels. The primary vehicle that Target National Bank uses for in-store account origination is “instant credit.”  Applicants provide information, including name, address and social security number, which allows the credit underwriting system to access their credit history and to score their applications. For identification purposes, applicants must also present a valid picture identification and major credit card. Another vehicle that Target National Bank uses for account origination is the use of “Take-One” applications that are available to Target store guests. Target National Bank also originates new accounts through online applications submitted through the Target website.

Guests of Target stores can apply for a Target Card or a Target VISA. A Target VISA applicant is automatically considered for a Target Card if the applicant’s credit history does not meet requirements for the Target VISA. Currently, somewhat more than half of all newly approved accounts are Target Card accounts, with the remainder being Target VISA.

New Accounts.   Application information on all new accounts is entered into a new account processing system. Each application is source-coded to allow future tracking of activation rates, sales trends, delinquencies and charge-offs for various new account sources and promotional programs. Opening a new credit card account may entitle the cardholder to discounts on purchases.

For approved applications, the account is automatically established and a credit card is generated and mailed to the new cardholder. For instant credit accounts, a temporary card is also issued which can be used immediately for purchases.

Stimulation of Account Usage.   Target National Bank and Target stores operate various account loyalty and purchase frequency reward programs. Target encourages Target Card and Target VISA usage by contributing a specified percentage of cardholder purchases to the cardholder’s designated K-12 school. Account usage is also stimulated for Target VISA and Target Card by rewarding cardholders with discounts on future purchases. Additional account loyalty and reward programs may be used in the future.

Optional Balance Protection.Target Card and Target VISA cardholders are offered an optional balance protection program called “SafetyNet.”  Under this program, the protected portion of an account balance is cancelled in qualifying cases of disability, unemployment, leave of absence, hospitalization, nursing-home care, or loss of life. Balance cancellations are considered credit adjustments for purposes of the master trust. See “Description of the Certificates—Dilution” in the attached prospectus. Fees for this program are treated as Principal Receivables.

Target National Bank’s Underwriting Processes and Authorizations

Account Underwriting and Credit Guidelines.   Target National Bank develops or adopts systems and specifications for underwriting and authorizations. It contracts with Target for services, including the implementation of these systems and of the underwriting and authorization specifications. Target National Bank’s underwriting process involves the purchase of credit bureau information. Target National Bank obtains credit reports from Experian, Inc., Equifax Credit Information Services, Inc., Trans Union Corp.

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and other reporting agencies as appropriate. Individual credit bureau selection is based on the applicant’s mailing address and the perceived strength of each credit bureau service in that geographic region. The information obtained is electronically fed into proprietary scoring models developed for Target National Bank to calculate a credit score. These proprietary models are used along with other bureau information, including generic risk scores offered by the credit bureaus, to make approval, interest rate and credit limit assignment decisions. Target National Bank periodically analyzes performance trends of accounts originated at different score levels as compared to projected performance, and adjusts the minimum score or the opening credit limit to manage risk. Different scoring models may be used depending upon bureau type, account source and type of credit card. All new Target VISA accounts are underwritten by Target National Bank using credit scores from FICO, Inc. and proprietary scoring models. All Target VISA accounts converted from Target Card accounts are re-underwritten by Target National Bank using updated credit bureau information.

Ongoing Credit Monitoring.   To control the quality of its portfolio of credit cards, Target National Bank currently uses an adaptive control system in conjunction with statistical scoring models to evaluate each active account on its monthly cycle date. The models are used with other factors such as delinquency status, time on books and utilization to evaluate whether or not credit limits should be increased or decreased. If a credit limit change is warranted, based on this strategy, the change is made effective immediately.

Up to three types of scoring models are used for credit monitoring and strategy settings:

·Internal behavior score:   Incorporates payment and usage behavior to predict the likelihood of an account going three or more cycles past due over the next six to twelve months. Internal models are customized at the product level to evaluate specific factors and their respective weighting. Scores are refreshed every month at billing.

·External credit bureau score:   Reviews utilization, payment patterns and other behavior with external credit grantors to predict the likelihood of an account going two or more cycles past due over the next twelve months. All active accounts within the portfolio receive refreshed scores on a quarterly basis. In addition, active accounts are continuously monitored at the credit bureau and high risk behavior is reported on a daily basis through a trigger process. This daily report includes updated risk scores and specific credit bureau attributes that are integrated into the credit monitoring process.

·External bankruptcy score:   Includes transactional information from other credit card issuers to predict the likelihood of an accountholder filing for bankruptcy within the next twelve months. All active Target VISA accounts receive refreshed scores on a monthly basis. In addition, Target VISA accounts previously assigned low-risk status that have migrated to high-risk status are refreshed on a daily basis.

Credit monitoring also includes segmentation and trend analysis to identify opportunities that may increase profitability. Standard analysis includes acquisition channel performance, risk score migration, utilization patterns, geographic variances and early stage delinquency trends. Opportunities are evaluated to determine the impact on both credit losses and revenues before they are implemented.

Credit Authorization.   For Target Card, point-of-sale terminals in Target stores have an online connection with Target National Bank’s credit authorization system and allow real-time updating of accounts. Every sales transaction is passed through a proprietary authorization system which looks at a variety of behavioral and risk factors to determine whether each transaction should be declined, approved or referred for further review.

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For Target VISA, the TSYS (TSYS, Inc.) system is used in conjunction with adaptive control software to allow account authorization decisions to be made in real-time. The system looks at a variety of behavioral factors and predictive scoring models to set risk based authorization parameters.

Fraud Prevention.   Target Financial Services provides fraud prevention and detection services to Target National Bank. The TFS Fraud Prevention team monitors several types of transactions and contacts cardholders to confirm whether the account activity is authorized. The team uses industry-standard neural network scoring tools and observed rules to determine transactions that appear suspicious and require confirmation. In addition, the team works closely with Target National Bank in identifying and reviewing suspicious account applications, and leads the research efforts of all national fraud alerts.

Servicing of Accounts

Target National Bank performs the majority of full application new account data entry, review of new account worklists, billing statement preparation and mailing, the production and mailing of credit cards, the mailed communication of adverse credit decisions, and the mailing of collection letters at its offices in Sioux Falls, South Dakota. Credit card production and mailing of Target VISA are also performed at Target Financial Services’ facility in Tempe, Arizona. Credit card production at both sites is performed in a secure environment, including a separately alarmed secure area and audit procedures that are designed to maintain an accurate count of all cards produced, stored, destroyed and mailed.

An internal credit system supports the Target Card accounts by housing all guest account information, providing data interfaces for guest service and collections functions, enabling various credit account management functions (such as automated bill calculation and generation) and interfacing with other key systems. Such systems include Accounts Receivable, Collections, Credit Authorization, Point-of-Sale and Remittance Processing. These interfaces facilitate all key account maintenance and reconciliation functions. TSYS is currently under contract to provide similar account maintenance functions for Target VISA accounts. Target currently plans to move the Target Card from internal system support to the TSYS system in 2006.

Target National Bank sends monthly billing statements to cardholders. Statement mailing is highly automated, utilizing pre-sorting, bar coding and an on-site postal representative to increase efficiency. The billing statements present the total amount due and show the allocation among current fees, current finance charges and the minimum payment due. Under the account agreement and as allowed by law, late fees, returned check fees and other applicable fees may also be added to a cardholder’s outstanding balance. No issuance or annual fees are presently charged to any cardholders. The processing of cardholder remittances is serviced by Target Financial Services in Minneapolis, Minnesota using automated payment processing equipment and systems.

Terms of Accounts

In March 2005 and May 2005, respectively, a majority of Target VISA and Target Card account terms were changed to a variable rate APR. The annual periodic finance charge rate is a prime based variable rate except for Target VISA and Target Card accounts opened after October 2003 and April 2004, respectively,  which remain fixed, but are expected to be changed to a variable rate during 2006 and 2007. The fixed rate for the Target Card is between 21.0% to 21.6% and for the Target VISA is between 9.9% to 18.9% for purchases and 18.9% to 21.9% for cash advances. The variable rate for the Target Card is prime plus 15.99%. For Target VISA, the variable rate is prime plus a margin between 4.99% and 16.99% for purchases and a variable rate of prime plus 16.99% for cash advances. To date, there has been no material change in card usage or account terminations as a result of such changes in account terms. Target National Bank may change its finance charge rates at any time at its discretion, subject to applicable law. Late payment fees of $20 to $25—on Target Card accounts—and a tiered structure of $15, $29 or $35 based on

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balance on Target VISA accounts—are assessed each month on accounts that are delinquent in payment. In addition to late payment fees, the annual periodic finance charge rate may increase if the account is delinquent. Target National Bank from time to time tests different rate structures.

Finance charges for Target National Bank credit card accounts are calculated by multiplying the daily outstanding balance during a billing period by the daily periodic rate and adding these daily calculations together, subject to a minimum finance charge. Periodic finance charges on Target VISA cash advances are assessed from the date of the advance with no grace period. All other periodic finance charges are assessed from the date of purchase, although a grace period of approximately 25 to 30 days applies on purchases if the account is paid in full by the due date.

In January 2003, the FFIEC issued guidelines regarding account management, risk management and loss allowance practices for institutions engaged in credit card lending. The OCC has recently provided new interpretive guidance to Target National Bank and other OCC regulated banks with respect to the FFIEC’s guidelines that will result in an increase in the minimum payments due on a portion of the Target VISA and Target Card accounts when fully implemented by Target National Bank. The OCC guidance is intended to be responsive to concerns raised by the FFIEC that credit card lenders should require minimum payments that amortize outstanding account balances over a reasonable period of time. Currently, Target Card accounts have a minimum payment of either the greater of $10 or 5% of the outstanding balance or the greater of $20 or 10% of the outstanding balance. The Target VISA accounts have a minimum payment of the greater of $10 or 2.5% of the outstanding balance. By December 31, 2005, in response to the OCC guidance, a new minimum payment is expected to be implemented for Target VISA accounts which will equal the greater of (a) $10 or (b) the sum of the following:  1% of the new balance, any periodic finance charges, any returned check fees, and any late payment fees. In 2006, Target National Bank expects to implement a similar minimum payment due for Target Card accounts. These changes in minimum payment are likely to result in a near-term increase in delinquencies and charge-offs in the accounts in the master trust portfolio, although Target National Bank is unable to predict at this time the magnitude of that increase or its long-term impact, if any, on portfolio performance.

Delinquency and Collections Procedures for Target National Bank Credit Cards

Efforts to collect delinquent receivables are made for Target National Bank by the Target Financial Services collection department, collection agencies and outside attorneys. The collection department consists of approximately 600 full-time equivalents. New collectors undergo training which includes courses in professional debt collection, collection laws and regulations and negotiating skills. These courses are also available on a “refresher” basis for experienced collectors. Approximately 1,900 accounts per month are referred to various law firms to assist in collection efforts.

An account is considered delinquent if the minimum payment due is not received by the billing due date. At that time, the account is given a status of one day delinquent. Under current policies, a message requesting payment is printed on a cardholder’s billing statement after a scheduled payment has been missed. Soon after an account becomes delinquent, a proprietary collection model automatically scores the risk of the account and assigns a collection strategy to the account. The strategy dictates the contact schedule and collections priority for the account.

Accounts which become 180 days delinquent are charged off. However, subject to regulatory standards, Target National Bank has the ability, but not the obligation, to re-age accounts during delinquency if the obligor demonstrates a willingness and ability to repay by making at least three consecutive minimum payments and other conditions are satisfied. When Target National Bank receives notice of the bankruptcy of an obligor for an account, that account is charged off at the beginning of that account’s next billing cycle.

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The Master Trust Portfolio

General

The master trust portfolio includes credit card receivables generated through accounts originated by Target National Bank that TRC has designated as master trust accounts.

The master trust accounts consist of:

·accounts which were designated as master trust accounts when the master trust was initially established,

·Automatic Additional Accounts designated upon creation as master trust accounts since the establishment of the master trust, and

·Supplemental Accounts which have been designated as master trust accounts after they were created and since the establishment of the master trust.

All new accounts originated since the establishment of the master trust have been designated as Automatic Additional Accounts. To date, no Supplemental Accounts have been designated as master trust accounts. TRC is permitted to designate accounts, provided that certain conditions are satisfied, and at times is required to designate accounts, the receivables of which will be added to the master trust. TRC can designate accounts, the receivables of which will be removed from the master trust, if the conditions to removal are satisfied. As a result, the composition of the master trust is expected to change over time.

The following information reflects the historical performance and composition of the master trust portfolio of credit card accounts.  For the “Charge-Off Rate Experience”, “Principal Payment Rate Experience” and “Master Trust Portfolio Yield Experience” tables below, references to monthly periods mean calendar months.

The following information excludes historical data for accounts originated at Marshall Field’s and Mervyn’s. Receivables in these accounts were removed from the master trust on July 8, 2004 in connection with the sale of the related retail entities by Target.

Performance trends shown in the following tables reflect the seasoning of the master trust portfolio following the national rollout of the Target VISA in the fall of 2001, the improving credit quality of the portfolio and overall industry trends.

Principal Receivables Outstanding

The following table provides the amount of Principal Receivables Outstanding as of the indicated dates. In the following table:

·“Principal Receivables Outstanding” means the aggregate amount of principal receivables outstanding at the end of the period shown.

Principal Receivables Outstanding
for Master Trust Portfolio
(Dollars in Thousands)

	As of September 30,				As of December 31,
	2005		2004		2004	2003	2002
Principal Receivables Outstanding		$ 5,313,443		$ 4,697,447	$ 5,451,036	$ 4,966,718	$ 4,502,858

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Delinquency Experience

The following table provides the delinquency experience for the master trust portfolio as of the indicated dates. In the following table:

·“Number of Days Delinquent” means the number of days following the original billing due date. For example, 30 to 59 days delinquent means that the minimum payment has not been received and that between 30 and 59 days have elapsed since the original billing due date,

·“Delinquent Amount” represents the outstanding amount of total receivables that are delinquent in each delinquency category at the end of the period shown, and

·the percentages result from dividing the “Delinquent Amount” by the total receivable balances at the end of the month.

Delinquency Experience
for Master Trust Portfolio
(Dollars in Thousands)

	As of September 30,										As of December 31,
Number of	2005					2004					2004					2003					2002
Days Delinquent	Delinquent Amount		Percent			Delinquent Amount		Percent			Delinquent Amount		Percent			Delinquent Amount		Percent			Delinquent Amount		Percent
30 to 59 Days		$ 90,673		1.66	%		$ 82,437		1.71	%		$ 82,440		1.48	%		$ 90,687		1.78	%		$ 80,025		1.74	%
60 to 89 Days		59,954		1.10			56,768		1.18			57,023		1.02			61,723		1.21			57,954		1.26
90 Days or More		118,918		2.18			127,367		2.64			130,915		2.35			142,257		2.80			118,054		2.56
Total		$ 269,545		4.94	%		$ 266,572		5.53	%		$ 270,378		4.85	%		$ 294,667		5.79	%		$ 256,033		5.56	%

Charge-Off Rate Experience

The following table provides the highest, lowest and average monthly gross and net charge-off rates for the master trust portfolio during any month in the periods shown. The average monthly gross and net charge-off rate for all months during the periods shown, in each case, is calculated as an arithmetic average of the gross or net charge-off rate for each month during the indicated period. In the following table:

·“Gross Charge-Off Rates” are calculated as the amount of gross charge-offs for each month expressed as an annualized percentage of the total amount of Principal Receivables in the master trust as of the first day of that month.

·The amount of gross charge-offs for any month is the amount of charged-off principal receivables recorded in the month.

·“Net Charge-Off Rates” are calculated as the amount of net charge-offs for each month expressed as an annualized percentage of the total amount of Principal Receivables in the master trust as of the first day of that month.

·The amount of net charge-offs for any month is the amount of gross charge-offs for that month, net of any recoveries from earlier charge-offs on principal receivables.

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Charge-Off Rate Experience
for Master Trust Portfolio

	9 Months Ended September 30,		For the Year Ended December 31,
	2005	2004	2004	2003	2002
Highest Monthly Gross Charge-Off Rate	9.78%	11.45%	11.45%	11.75%	10.85%
Lowest Monthly Gross Charge-Off Rate	7.98%	9.69%	9.01%	9.13%	6.60%
Average Monthly Gross Charge-Off Rate	8.62%	10.37%	10.14%	10.89%	8.31%
Highest Monthly Net Charge-Off Rate	8.64%	10.37%	10.37%	10.99%	9.88%
Lowest Monthly Net Charge-Off Rate	6.11%	8.64%	8.03%	8.24%	5.11%
Average Monthly Net Charge-Off Rate	7.41%	9.35%	9.10%	10.04%	7.45%

Charge-offs depend on a variety of factors, including:

·general economic conditions and trends in consumer bankruptcy filings,

·underwriting policies and standards,

·the mix of credit card products in the master trust portfolio,

·terms and conditions of the accounts, and

·growth and maturity of the portfolio.

Consistent with an industry-wide increase in bankruptcy filings prior to October 17, 2005, the effective date of new U.S. bankruptcy laws, charge-off rates for October and November 2005 master trust monthly periods are expected to increase.

Principal Payment Rate Experience

The following table provides the highest and lowest cardholder monthly principal payment rates for the master trust portfolio during any month in the periods shown and the average cardholder monthly principal payment rate for all months during the periods shown, in each case calculated as an arithmetic average of the principal payment rate for each month during the indicated period. In the following table:

·“Principal Payment Rates” are calculated as principal payments collected during each month as a percentage of the total amount of Principal Receivables in the master trust as of the first day of that month.

Principal Payment Rate Experience
for Master Trust Portfolio

	9 Months  Ended September 30,		For the Year Ended December 31,
	2005	2004	2004	2003	2002
Highest Monthly Principal Payment Rate	17.00%	15.86%	16.22%	15.19%	19.68%
Lowest Monthly Principal Payment Rate	14.43%	14.13%	14.13%	12.99%	13.87%
Average Monthly Principal Payment Rate	15.68%	15.11%	15.18%	13.98%	15.65%

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Master Trust Portfolio Yield Experience

The following table provides the highest and lowest monthly master trust portfolio yields during any month in the periods shown and the average monthly master trust portfolio yield for all months during the periods shown, in each case calculated as an arithmetic average of the master trust portfolio yield for each month during the indicated period. In the following table:

·“Master Trust Portfolio Yield” means for any month, the annualized percentage equivalent of a fraction:

—whose numerator equals the total collections of Finance Charge Receivables for that month, and

—whose denominator is the total amount of Principal Receivables in the master trust as of the first day of that month.

Master Trust Portfolio Yield Experience
Master Trust Portfolio

	9 Months Ended September 30,		For the Year Ended December 31,
	2005	2004	2004	2003	2002
Highest Master Trust Portfolio Yield	27.62%	26.67%	26.70%	28.01%	29.76%
Lowest Master Trust Portfolio Yield	23.94%	24.04%	24.04%	23.44%	24.80%
Average Master Trust Portfolio Yield	25.35%	25.12%	25.26%	24.88%	26.50%

Characteristics of the Master Trust Portfolio

The receivables and the accounts in the master trust portfolio, at the end of the day on September 30, 2005:

·included $5,313,443,116 of Principal Receivables and $137,481,728 of Finance Charge Receivables,

·had an average receivables balance of $904, excluding all accounts with a zero balance,

·had an average credit limit of $3,594, of which the average receivables balance represented approximately 25%, excluding all accounts with a zero balance,

·had an average account age of 45 months, excluding all accounts with a zero balance,

·had billing addresses in all 50 states, the District of Columbia and in U.S. territories and possessions and on U.S. military bases, and less than 1% of the obligors had billing addresses outside of the United States,

·included the following percentages of total receivable balances:  Target VISA 89% and Target Card 11%, and

·included the following percentages of total number of accounts:  Target VISA 46% and Target Card 54%.

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The following tables summarize characteristics of the master trust portfolio at the end of the day on September 30, 2005. These tables exclude all closed accounts which have a zero balance. Because the composition of the master trust portfolio may change in the future, these tables are not necessarily indicative of the composition of the master trust portfolio at any later time.

Composition by Account Balance
Master Trust Portfolio

Account Balance Range	Number of Accounts	Percentage of Total Number of Accounts			Receivables Outstanding			Percentage of Total Receivables Outstanding
Credit Balance	192,895		0.86	%	$	(6,914,359	)		(0.13	)%
$0.00	16,483,370		73.21		0				0.00
$0.01 to $500.00	3,756,263		16.68		735,194,468				13.49
$500.01 to $1,000.00	733,144		3.26		520,371,219				9.55
$1,000.01 to $3,000.00	846,647		3.76		1,523,383,816				27.95
$3,000.01 to $5,000.00	288,728		1.28		1,118,705,792				20.52
$5,000.01 to $10,000.00	192,653		0.85		1,293,693,673				23.73
Over $10,000.00	22,216		0.10		266,490,235				4.89
Total	22,515,916		100.00	%	$	5,450,924,844			100.00	%

Composition by Credit Limit
Master Trust Portfolio

Credit Limit Range	Number of Accounts	Percentage of Total Number of Accounts			Receivables Outstanding		Percentage of Total Receivables Outstanding
$0 to $250.99	8,202,611		36.43	%	$	176,768,791		3.24	%
$251.00 to $500.99	2,555,161		11.35		304,989,287			5.60
$501.00 to $750.99	1,213,208		5.39		103,307,818			1.90
$751.00 to $1,000.99	1,077,970		4.79		192,374,012			3.53
$1,001.00 to $2,000.99	800,336		3.55		415,831,900			7.63
$2,001.00 to $2,500.99	391,625		1.74		227,451,942			4.17
$2,501.00 to $3,000.99	436,506		1.94		255,237,086			4.68
$3,001.00 to $3,500.99	190,292		0.85		165,849,947			3.04
$3,501.00 to $4,000.99	429,429		1.91		229,707,248			4.21
$4,001.00 to $4,500.99	230,332		1.02		217,303,333			3.99
$4,501.00 to $5,000.99	707,343		3.14		264,236,832			4.85
$5,001.00 to $6,000.99	779,504		3.46		431,655,107			7.92
$6,001.00 to $7,500.99	1,002,839		4.45		523,794,035			9.61
$7,501.00 to $9,999.99	1,420,320		6.31		702,020,091			12.88
$10,000.00 and over	3,078,440		13.67		1,240,397,415			22.75
Total	22,515,916		100.00	%	$	5,450,924,844		100.00	%

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Composition by Period of Delinquency
Master Trust Portfolio

Number of Days Delinquent	Number of Accounts	Percentage of Total Number of Accounts			Receivables Outstanding		Percentage of Total Receivables Outstanding
Current	21,928,877		97.39	%	$	4,898,145,364		89.86	%
1 to 29 days	328,711		1.46		283,234,315			5.20
30 to 59 days	95,379		0.42		90,672,870			1.66
60 to 89 days	57,284		0.26		59,954,425			1.10
90 days or more	105,665		0.47		118,917,870			2.18
Total	22,515,916		100.00	%	$	5,450,924,844		100.00	%

In the table “Composition by Account Age” below, “Account Age” is determined by the number of months elapsed since the account was originally opened. In the case of converted Target VISA accounts, the “Account Age” is determined by the number of months elapsed since the original Target Card account opening date.

Composition by Account Age
Master Trust Portfolio

Account Age	Number of Accounts	Percentage of Total Number of Accounts			Receivables Outstanding		Percentage of Total Receivables Outstanding
Less than or equal to 1 year	3,357,332		14.91	%	$	553,802,359		10.16	%
Over 1 year to 2 years	3,079,954		13.68		665,090,885			12.20
Over 2 years to 3 years	2,485,424		11.04		671,397,017			12.32
Over 3 years to 5 years	4,300,250		19.10		1,333,583,633			24.47
Over 5 years	9,292,956		41.27		2,227,050,950			40.85
Total	22,515,916		100.00	%	$	5,450,924,844		100.00	%

In the table “Composition of Accounts by State” below, “Other” means not in excess of 5% of the percentage of total receivables outstanding and includes U.S. military, U.S. territories and non-U.S. accounts. The states are ranked by percentage of total receivables outstanding.

Composition of Accounts by State
Master Trust Portfolio

State	Number of Accounts	Percentage of Total Number of Accounts			Receivables Outstanding		Percentage of Total Receivables Outstanding
California	3,754,692		16.67	%	$	842,227,013		15.45	%
Texas	1,607,647		7.14		438,900,011			8.05
Florida	1,795,878		7.98		375,587,892			6.89
Illinois	1,177,509		5.23		325,064,662			5.96
Minnesota	983,931		4.37		280,629,208			5.15
Michigan	1,008,089		4.48		278,250,532			5.10
Other	12,188,170		54.13		2,910,265,526			53.40
Total	22,515,916		100.00	%	$	5,450,924,844		100.00	%

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Creation of the Owner Trust

TRC and Wilmington Trust Company, a Delaware banking corporation, as owner trustee will form Target Credit Card Owner Trust 2005-1 as a Delaware statutory trust. The Trust Agreement for the owner trust will provide that the owner trust has been formed for a limited purpose and may not engage in any activities other than:

·acquiring, owning and managing the assets of the owner trust,

·issuing and making payments on the Class A notes, the Subordinated Interests and the certificates of beneficial interest in the owner trust, and

·engaging in other activities incidental to the activities described above.

Because of its limited activities, the owner trust has contracted with TRC to provide administrative services, including providing notices to you and directions to the Indenture Trustee. You should refer to the Trust Agreement and the Deposit and Administration Agreement for a complete description of the owner trust’s activities.

The owner trust’s assets include the collateral certificate, the Note Distribution Account and certain accounts that may be created by the owner trust in connection with a defeasance of the notes as described herein. The owner trust is not expected to have any other assets, and payments of principal of and interest on the notes will only be made to the extent that the master trust allocates finance charge and principal collections to the collateral certificate or the owner trust defeases the notes as described herein and makes the deposits required in connection therewith. See “Description of the Notes—Defeasance” herein for a description of the requirements for defeasance of the notes.

The owner trust’s address is 1100 North Market Street, Wilmington, Delaware 19890-0001, in care of the owner trustee and its telephone number at that address is (302) 636-6119.

Use of Proceeds

The net proceeds from the sale of the Class A notes will be paid to TRC in consideration of the collateral certificate and used by it for general corporate purposes.

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Description of the Notes

The following is a summary of the material provisions of the Class A notes. This summary is not a complete description of the terms of the Class A notes. You should refer to “Description of the Notes” in the attached prospectus as well as the Indenture for a complete description.

General

The Class A notes will be issued under an Indenture between the owner trust and Wells Fargo Bank, National Association, as Indenture Trustee. The Class A notes represent obligations of the owner trust and payments on the Class A notes will only be made if the owner trust receives payment on the collateral certificate. The owner trust will be the holder of the collateral certificate and will pledge the collateral certificate, including its allocations of principal and interest from the master trust, to the Indenture Trustee for your benefit.

Payments of interest on the Class A notes will be made on each Distribution Date, and payments of principal will be made on the Class A Expected Final Payment Date and on any other date on which principal is to be paid, to the persons in whose names Class A notes are registered in the note register on the related Record Date, to the extent of available funds.

The Class A notes will be issued in $1,000 denominations and will be available only in global book-entry form through DTC in the name of its nominee Cede & Co. So long as the Class A notes are in global book-entry form, DTC or its nominee will be the registered holder of the Class A notes and your interest in the Class A notes will be represented, and may be transferred only, through financial institutions acting as direct and indirect participants in DTC. For more information on the form and denomination of your notes, book-entry registration, DTC and the standard settlement procedures of DTC, see “Description of the Notes—General”  and “—Form of Your Notes,” “—DTC,” “—Book-Entry Registration” and “—Initial Settlement” in the attached prospectus.

Interest Payments

You will be entitled to receive from available funds payment of Class A Monthly Interest plus Class A Carryover Interest on the 25th day of each month, or if such day is not a business day, the next business day—each a Distribution Date—that the Class A notes are outstanding.

On each Distribution Date, you will receive an interest payment based on the interest rate for your Class A notes for the related Interest Accrual Period, the outstanding principal amount of your Class A notes as of the end of the prior Monthly Period and the number of days in the related Interest Accrual Period.

The Class A notes are floating rate securities and will bear interest for each Interest Accrual Period at a rate determined by reference to one-month LIBOR. The Indenture Trustee will calculate the interest rate on the Class A notes for each Interest Accrual Period on the applicable LIBOR Determination Date. All determinations of interest by the Indenture Trustee shall, in the absence of manifest error, be conclusive for all purposes and binding on the Class A noteholders. All percentages resulting from any calculation of the rate of interest will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward. If you do not receive your interest in full on any Distribution Date, you will be entitled to receive a payment equal to the shortfall amount on the next succeeding Distribution Date together with interest on such shortfall amount, called Class A Carryover Interest, to the extent that there are funds available to make that payment.

The owner trust will make interest payments on the Class A notes on each Distribution Date from money received from the collateral certificate and deposited in the Note Distribution Account. The Class A notes will receive interest payments prior to the Subordinated Interests.

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Principal Payments

The Class A notes are scheduled to be paid in full on the October 2010 Distribution Date, which is the Class A Expected Final Payment Date. Principal may be paid earlier if an Early Amortization Period begins or if an Event of Default and acceleration of the outstanding principal amount of the notes occur under the Indenture. Final payment of principal may be delayed if the rate of repayment of principal of the receivables in the master trust is slower than expected or in certain other circumstances. See “Risk Factors.”

The Indenture Trustee is required to use the amount on deposit in the Note Distribution Account to pay principal of the Class A notes on the Class A Expected Final Payment Date. If the outstanding principal amount of the Class A notes is greater than zero after the Class A Expected Final Payment Date, principal will be paid on the following Distribution Dates until the first to occur of:

·the date on which the full balance is paid,

·the date on which the Invested Amount of the collateral certificate is reduced to zero,

·the date on which assets of the owner trust are sold following an Event of Default and acceleration of the outstanding principal amount of the notes, and

·the October 2014 Distribution Date, which is the Legal Maturity Date.

After an Event of Default has been declared, if the Indenture Trustee and the noteholders determine that the outstanding principal amount of the notes is due and payable, available amounts will be paid first to the Class A notes and then to the Subordinated Interests. See “—Subordination.”  For more information about principal payments, see “Description of the Collateral Certificate—Collateral Certificate Principal Payments” and “—Application of Collections—Payment of Principal.”

Distributions to Noteholders

On each Distribution Date, the Master Trust Trustee will allocate collections of Finance Charge Receivables and collections of Principal Receivables and other amounts to pay interest, principal, fees and other amounts on the collateral certificate. Amounts allocated to the collateral certificate in respect of principal on any Distribution Date during the Accumulation Period prior to the Class A Expected Final Payment Date will be deposited into the Principal Funding Account until those amounts become payable to the holder of the collateral certificate. Amounts payable to the owner trust as holder of the collateral certificate on any Distribution Date will be deposited by the Master Trust Trustee into the Note Distribution Account on that Distribution Date and used by the Indenture Trustee to make principal and interest payments on the Class A notes and Subordinated Interests on that Distribution Date in the following manner and order of priority:

·all available amounts will be used first to pay Class A Monthly Interest and Class A Carryover Interest to the Class A noteholders and then to pay Subordinated Monthly Interest and Subordinated Carryover Interest, if any, to the holders of the Subordinated Interests, provided, however, that the aggregate amounts of interest payable to the noteholders on any Distribution Date shall not exceed the aggregate amounts distributable to the holder of the collateral certificate for that Distribution Date from Available Series 2005-1 Finance Charge Collections and amounts applied with respect to shortfalls in Available Series 2005-1 Finance Charge Collections; and

·all remaining amounts will be applied to pay principal as follows:

—during the Revolving Period, upon satisfaction of the conditions for a reduction of the outstanding principal amount of the Subordinated Interests, to the holders of the Subordinated Interests in the amount of such reduction; and

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—on and after the first to occur of the Class A Expected Final Payment Date and the first Special Payment Date, first to pay principal of the Class A notes, and then to pay principal of the Subordinated Interests, in each case until the first to occur of:

·  the date that the applicable principal amount is paid in full,

·the date on which the Invested Amount of the collateral certificate is reduced to zero,

·the date on which assets of the owner trust are sold following an Event of Default and acceleration of the outstanding principal amount of the notes, and

·  the Legal Maturity Date; and

·all remaining amounts to TRC as holder of the equity in the owner trust;

provided that, instead of depositing into the Collection Account and the Note Distribution Account amounts payable to TRC by the Master Trust Trustee or the Indenture Trustee on any Distribution Date, the Servicer and the Master Trust Trustee, respectively, may pay those amounts directly to TRC and, if so paid, those amounts will be deemed to have been deposited into the applicable account and paid to TRC by the Master Trust Trustee or the Indenture Trustee, as applicable. In addition, so long as Wells Fargo Bank, National Association serves as both Master Trust Trustee and Indenture Trustee, payments to noteholders can be made directly from the Collection Account and the Principal Funding Account without flowing through the Note Distribution Account with the same effect as if made from the Note Distribution Account.

Note Distribution Account

The Administrator will establish and maintain for the benefit of the noteholders a Note Distribution Account, which will be an Eligible Deposit Account. The Master Trust Trustee, on behalf of the owner trust, will deposit into the Note Distribution Account on each Distribution Date payments of principal and interest due on the collateral certificate for that Distribution Date. Amounts deposited in the Note Distribution Account on any Distribution Date will be used to make interest and, if applicable, principal payments to the holders of the Class A notes on that Distribution Date.

Subordination

The Subordinated Interests will be subordinated to the Class A notes. At closing, the Subordinated Interests will not have a stated interest rate and will not be entitled to payments of interest. Any principal payments on the Subordinated Interests will not begin until the Class A notes have been paid in full unless:

·TRC requests a reduction of the outstanding principal amount of the Subordinated Interests during the Revolving Period, and

·the Rating Agency Condition is satisfied.

If collections of Principal Receivables allocated to the collateral certificate are reallocated to pay interest on the Class A notes or the Monthly Servicing Fee, the outstanding principal amount of the Subordinated Interests may not be repaid.

If Available Series 2005-1 Finance Charge Collections and Excess Finance Charge Collections for any Monthly Period are not sufficient to cover the Investor Defaulted Amount, or if on any Distribution Date on which the Transferor Amount is zero, TRC is obligated but fails to make an Adjustment Payment,

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an Investor Charge-Off will occur and the Invested Amount of the collateral certificate will be reduced and principal may not be paid in full. The Subordinated Interests will bear this risk prior to the Class A notes.

If receivables of the master trust are sold in connection with the occurrence of the Legal Maturity Date or the assets of the owner trust are sold after an Event of Default and the outstanding principal amount of the notes is accelerated, the net proceeds of that sale which are available to make principal payments on the notes will be paid first to the Class A notes before any payments will be made to the Subordinated Interests. See “Description of the Collateral Certificate—Reallocation of Cash Flows; Defaulted Receivables; Investor Charge-Offs.”

Events of Default and Rights Upon Event of Default

Events of Default.   Each of the following is an Event of Default under the Indenture:

·principal of any class of notes is not paid in full on the Legal Maturity Date,

·the owner trust fails to pay interest on any class of notes when due and the failure continues for 35 days,

·the owner trust becomes bankrupt or insolvent,

·failure to observe or perform in any material respect any covenants or agreements contained in the Indenture and that failure has a material adverse effect on noteholders and the failure continues unremedied for 60 days after written notice is given by the Indenture Trustee or noteholders representing greater than 50% of the outstanding principal amount of the notes, or

·the owner trust becomes subject to regulation as an “investment company” under the Investment Company Act of 1940.

General references to “notes” and “noteholders” include any portion of the Subordinated Interests transferred by TRC to an entity other than an affiliate of TRC and that third-party holder of the Subordinated Interests, respectively. As a result, any holder of the Subordinated Interests other than TRC and its affiliates will have a right to vote with Class A noteholders, as a single class, on whether to declare the outstanding principal amounts of the Class A notes and the Subordinated Interests due and payable after the occurrence of an Event of Default.

Remedies upon Event of Default.   During the occurrence of an Event of Default, the Indenture Trustee or holders of a majority in outstanding principal amount of the notes, voting as a single class, may declare the outstanding principal amount of the notes to be immediately due and payable. That declaration may be rescinded only by the holders of a majority of the principal amount of the notes, voting as a single class.

If the notes are declared to be due and payable following an Event of Default, the Indenture Trustee may:

·begin proceedings to collect amounts due from the owner trust or exercise other remedies available to it as a secured party,

·foreclose on the collateral certificate and any other owner trust property,

·sell the collateral certificate and any other owner trust property to a party or parties other than TRC and its affiliates and agents and use the proceeds from the sale to repay you on a date determined by the Indenture Trustee and specified to the owner trust and the noteholders as provided in the Indenture, and

·allow the owner trustee to continue to hold the collateral certificate and any other owner trust property and pass through any payments on the collateral certificate to you.

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If an Event of Default occurs and principal of the notes is declared to be immediately due and payable, you may receive principal of your Class A notes prior to the Class A Expected Final Payment Date. For a description of other events that may have a similar effect, see “Description of the Collateral Certificate—Application of Collections—Payment of Principal—Early Amortization Period.” For a further description of rights upon the occurrence of an Event of Default, see “Description of the Notes—The Indentures—Events of Default; Rights Upon Event of Default” in the prospectus.

Transfer of the Subordinated Interests

TRC will initially retain the Subordinated Interests. In the future, TRC may sell all or a portion of the Subordinated Interests. If TRC does sell the Subordinated Interests, the owner trust, at the direction of TRC,  will enter into an indenture supplemental to the Indenture with the Indenture Trustee that will specify the interest rate for the Subordinated Interests as well as other relevant provisions. TRC can only sell the Subordinated Interests if:

·TRC notifies the Indenture Trustee, the servicer and the rating agencies of the proposed transfer of the Subordinated Interests,

·the transfer satisfies the Rating Agency Condition,

·no Event of Default has occurred under the Indenture before the transfer,

·TRC delivers an officer’s certificate to the Indenture Trustee stating that TRC believes that the transfer will not cause an Event of Default to occur, and

·TRC delivers a tax opinion to the Indenture Trustee regarding the transfer.

Holders of the Subordinated Interests, other than TRC and its affiliates, will have a right to vote together with the Class A noteholders, as a single class where the consent of each noteholder is not required, on any matter on which Class A noteholders are entitled to vote under the Indenture, unless such voting right is expressly limited to Class A noteholders.

Issuance of Additional Notes

During the Revolving Period, TRC may, subject to certain conditions, cause the Indenture Trustee to issue additional notes. When issued, the additional notes will be identical in all respects to the outstanding notes of the same class and will be entitled to the benefits of the Indenture.

Additional notes of any outstanding class will only be issued upon satisfaction of the following conditions:

·TRC will have given the Indenture Trustee, the servicer and the rating agencies notice of the date and terms of the additional issuance,

·the conditions precedent for increasing the outstanding principal amount of the collateral certificate have been met and the outstanding principal amount of the collateral certificate has been increased,

·the required amount of subordination is available or will become available upon the issuance of these additional notes,

·the additional issuance satisfies the Rating Agency Condition,

·TRC will have delivered to the Indenture Trustee a certificate which states that TRC believes that the additional issuance will not have a material adverse effect on the outstanding notes; for the purposes of making this determination, a dilution of voting rights will not constitute a

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material adverse effect on any class of notes, see “Risk Factors—You will have limited control of master trust or owner trust actions” in this prospectus supplement, and

·TRC will have delivered to the Indenture Trustee a tax opinion relating to the additional issuance.

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 collateral certificate, including amounts distributable by the Master Trust Trustee in respect thereof, and the collateral certificate will be released from the lien of the Indenture:

·the owner trust has deposited

—into the Note Principal Funding Account an amount equal to the outstanding principal amount of the Class A notes,

—into the Note Principal Funding Account an amount equal to the outstanding principal amount of the Subordinated Interests not held by TRC or its affiliates plus any other related amount specified in an indenture supplemental to the Indenture,

—into the Noteholder Reserve Account an amount equal to the aggregate amount of interest accrued and unpaid in respect of the Class A notes and the Subordinated Interests through, but not including, the first Distribution Date in the Defeasance Period, and

—if the deposit occurs prior to the commencement of the Early Amortization Period, into the Noteholder Reserve Account an additional 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 in the Defeasance Period;

·the owner trust has delivered to the Indenture Trustee an opinion of counsel to the effect that the deposit and termination of obligations as described above will not result in the owner trust 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 owner trust, the Noteholder Reserve Account or the Note Principal Funding Account will be deemed to be an association or publicly traded partnership taxable as a corporation;

·the owner trust has delivered to the Indenture Trustee a certificate, which may be a certificate from an officer of TRC, stating that the owner trust or TRC reasonably believes that the 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

·the Rating Agency Condition has been satisfied.

Following defeasance of the notes as described above, the owner trust will transfer the collateral certificate to TRC and will no longer be entitled to receive payments from the Master Trust Trustee in respect of the collateral certificate. If the notes are defeased, payments of principal and interest on the notes will be made primarily from amounts deposited into the Note Distribution Account, the Note Principal Funding Account and the Noteholder Reserve Account in connection with the defeasance of the notes.

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Note Principal Funding Account and Noteholder Reserve Account

If the owner trust elects to defease the Class A notes and Subordinated Interests pursuant to the Indenture as described herein under “Defeasance,” then, on or prior to the date of defeasance, the owner trust will cause the Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the holders of the Class A notes and the Subordinated Interests, two separate Eligible Deposit Accounts to be called the Note Principal Funding Account and the Noteholder Reserve Account. Funds on deposit in the Note Principal Funding Account and the Noteholder Reserve Account will be invested in Eligible Investments by the Indenture Trustee at the direction of the Administrator. All gains on investments made with funds on deposit in the Note Principal Funding Account and the Noteholder Reserve Account will be credited to the applicable account and all losses on those investments will be charged to the applicable account. On each Distribution Date following the defeasance of the notes, the Indenture Trustee or paying agent at the direction of the Administrator, will withdraw from the Note Principal Funding Account and the Noteholder Reserve Account and deposit into the Note Distribution Account the aggregate amount of interest and principal due and payable on the Class A notes and Subordinated Interests on that Distribution Date. Upon the payment in full of the notes, all amounts remaining in the Note Principal Funding Account and the Noteholder Reserve Account will be paid to TRC, as holder of the equity of the owner trust.

Optional Termination

The Class A notes will be redeemed by the owner trust on any Distribution Date on which TRC optionally elects to repurchase the collateral certificate. TRC may repurchase the collateral certificate on any Distribution Date on or after the Distribution Date on which the outstanding principal amount of the Class A notes is less than or equal to 10% of the highest outstanding principal amount of the Class A notes at any time. See “Description of the Collateral Certificate—Optional Termination” in this prospectus supplement for a description of the circumstances under which the collateral certificate may be repurchased by TRC.

Purchase of Class A Notes by TRC or the Owner Trust

TRC or the owner trust may purchase Class A notes in the secondary market and request that the Indenture Trustee cancel those Class A notes and/or any Subordinated Interests held by TRC or the owner trust and reduce the outstanding principal amount of the Class A notes and/or Subordinated Interests by the respective amount so cancelled, provided that Subordinated Interests may not be cancelled unless a pro rata amount of Class A notes are being simultaneously cancelled or the Rating Agency Condition is satisfied. On any date on which Class A notes and/or Subordinated Interests are cancelled, the outstanding principal amount and the Invested Amount of the collateral certificate will be reduced by a corresponding amount.

Noteholder Reports

You will receive a monthly report from the Administrator as described in the attached prospectus. If definitive Class A notes are issued, the monthly notice will be mailed to your address as it appears on the Indenture Trustee’s register.

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Description of the Collateral Certificate

The following is a summary of the material provisions of the collateral certificate. This summary is not a complete description of the terms of the collateral certificate. You should refer to “Description of the Certificates” and “The Pooling and Servicing Agreement” in the attached prospectus as well as the Pooling and Servicing Agreement and the Series 2005-1 Supplement for a complete description.

General

The owner trust will be the holder of the collateral certificate and will pledge the collateral certificate, including its allocations of principal and interest from the master trust, to the Indenture Trustee for your benefit.

The collateral certificate will be issued under the Pooling and Servicing Agreement and the Series 2005-1 Supplement. The collateral certificate represents the right to receive payments from collections of Finance Charge Receivables and Principal Receivables allocated to the collateral certificate. The collateral certificate also represents the right to receive payments, if available, from Excess Finance Charge Collections and Shared Principal Collections allocated to the collateral certificate. In addition, the collateral certificate will be allocated a portion of net losses on the Principal Receivables, called the Investor Defaulted Amount.

The owner trust as holder of the collateral certificate will also be entitled to amounts in the Principal Funding Account and, if TRC, at its option, designates a Reserve Account Funding Date, the Reserve Account and the collateral certificate’s share of amounts in the Special Funding Account and the Collection Account, and investment earnings on amounts in these accounts, as applicable.

The master trust has also issued the Transferor Certificate and a Participation. TRC owns the Transferor Certificate. Target National Bank owns the Participation. TRC may transfer the Transferor Certificate in whole or in part under the limitations and conditions described in the Pooling and Servicing Agreement. See “Description of the Certificates—The Transferor Certificate” and “—Participations” in the attached prospectus.

Collateral Certificate Interest Payments

The owner trust as holder of the collateral certificate will be entitled to receive from available funds payment of accrued and unpaid interest on the 25th day of each month, or if such day is not a business day, the next business day—each a Distribution Date—that the collateral certificate is outstanding. The amount of interest required to be paid on the collateral certificate on each Distribution Date is equal to the amount of interest due and payable on the Class A notes and the Subordinated Interests on that Distribution Date.

Interest payments on the collateral certificate on each Distribution Date will be funded from:

·the Floating Allocation Percentage of collections of Finance Charge Receivables received during the preceding Monthly Period, plus

·other amounts treated as Available Series 2005-1 Finance Charge Collections for that Monthly Period.

To the extent Available Series 2005-1 Finance Charge Collections are insufficient to make the required interest payment for the collateral certificate, Excess Finance Charge Collections allocated to the collateral certificate will be applied to cover the shortfall. See “—Application of Collections—Payment of Interest, Fees and Other Items—Excess Finance Charge Collections.”

The “Required Amount” means for any Distribution Date, the shortfall, if any, in the amount of Available Series 2005-1 Finance Charge Collections and Excess Finance Charge Collections allocated to

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the collateral certificate and available to make required payments of the Class A Monthly Interest, any Class A Carryover Interest and the Monthly Servicing Fee. If for any Distribution Date there is a Required Amount and TRC does not elect to apply Excess Transferor Finance Charge Collections to the Required Amount or the amount of Excess Transferor Finance Charge Collections applied is insufficient to cover the Required Amount, the Principal Allocation Percentage of collections of Principal Receivables for the Monthly Period preceding that Distribution Date, in an amount not to exceed the Subordinated Amount, will be reallocated to pay the outstanding Required Amount. These collections of Principal Receivables applied to cover the Required Amount are referred to in this prospectus supplement as Reallocated Principal Collections. Reallocated Principal Collections will not be available to make principal payments on the collateral certificate or, therefore, the Class A notes and will result in a reduction in the Invested Amount of the collateral certificate. See “—Reallocation of Cash Flows; Defaulted Receivables; Investor Charge-Offs.”

Collateral Certificate Principal Payments

The owner trust, as holder of the collateral certificate, is scheduled to receive an amount of principal equal to the full outstanding principal amount of the Class A notes on the Class A Expected Final Payment Date. Principal of the collateral certificate may be paid earlier if an Early Amortization Period begins and the final payment of principal may be delayed if the rate of repayment of principal of the receivables in the master trust is slower than expected or in certain other circumstances. See “Risk Factors.”

Principal deposits to the Principal Funding Account or payments on the collateral certificate on each Distribution Date with respect to the Accumulation Period or an Early Amortization Period will be funded from:

·the Principal Allocation Percentage of collections of Principal Receivables received during the preceding Monthly Period, plus

·other amounts treated as Available Series 2005-1 Principal Collections for that Monthly Period.

To the extent Available Series 2005-1 Principal Collections are insufficient to make the designated deposits or payments on the collateral certificate, Shared Principal Collections and, at the option of TRC, Shared Transferor Principal Collections allocated to the collateral certificate will be applied to cover the shortfall. See “—Application of Collections—Payment of Principal.”

Collections of Principal Receivables allocable to the collateral certificate but not needed to make payments on the Class A notes or the Subordinated Interests may be applied as Shared Principal Collections for the benefit of other series.

Allocation Percentages

For each Monthly Period, the servicer will allocate collections of Finance Charge Receivables, collections of Principal Receivables and the Defaulted Amount among:

·the collateral certificate,

·the interests of certificateholders of all other series issued and outstanding,

·the Transferor’s Interest, and

·the interests of the holders of any Participations.

Collections of Finance Charge Receivables and the Defaulted Amount will be allocated to the collateral certificate based on the Floating Allocation Percentage. Collections of Principal Receivables will be allocated to the collateral certificate based on the Principal Allocation Percentage.

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For any Monthly Period, the Floating Allocation Percentage is the percentage equivalent of a fraction:

·whose numerator equals the Adjusted Invested Amount of the collateral certificate at the end of the last day of:

(1)the immediately preceding Monthly Period, or in the case of the first Monthly Period, the Closing Date, during the Revolving Period or the Accumulation Period for collections of Finance Charge Receivables and at all times for the Defaulted Amount, and

(2)the Monthly Period immediately preceding the Monthly Period in which an Early Amortization Event occurs during the Early Amortization Period for collections of Finance Charge Receivables, and

·whose denominator equals:

(1)with respect to the Defaulted Amount, the sum of (a) the Principal Receivables and (b) any amount on deposit in the Special Funding Account at the end of the last day of the Monthly Period used to determine the numerator, and

(2)with respect to collections of Finance Charge Receivables, the greater of (a) the amount described above in (1) and (b) the sum of the numerators used to calculate the applicable allocation percentages for collections of Finance Charge Receivables for all classes of all series and Participations then outstanding.

For any Monthly Period, the Principal Allocation Percentage is the percentage equivalent of a fraction:

·whose numerator equals:

(1)during the Revolving Period, the Invested Amount of the collateral certificate at the end of the last day of the immediately preceding Monthly Period, or in the case of the first Monthly Period, the Closing Date, and

(2)during the Accumulation Period, the Invested Amount of the collateral certificate at the end of the last day of the Revolving Period,

provided that on the date of issuance of any new series during the Accumulation Period, this amount may be reduced by TRC, upon receipt by the Master Trust Trustee of confirmation that the Rating Agency Condition is satisfied, to an amount not less than the greater of:

—the Adjusted Invested Amount of the collateral certificate on that date, and

—the amount that would result in a Principal Allocation Percentage that when multiplied by collections of Principal Receivables for the preceding Monthly Period would equal:

·the Class A Controlled Deposit Amount for that Monthly Period plus 10% of the Class A Controlled Accumulation Amount or, if that date is on or after the Class A Expected Final Payment Date and the Class A notes have been paid in full, the Invested Amount of the collateral certificate, minus

·the amount of any available Shared Principal Collections for that Monthly Period, and

(3)during an Early Amortization Period, the Invested Amount of the collateral certificate at the end of the last day of the Revolving Period or, if less, the last numerator used to calculate the Principal Allocation Percentage in the Accumulation Period, if any, and

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·whose denominator equals the greater of:

(1)the sum of (x) the Principal Receivables and (y) the principal amount on deposit in the Special Funding Account at the end of the last day of the immediately preceding Monthly Period, or in the case of the first Monthly Period, the Closing Date, and

(2)  the sum of the numerators used to calculate the principal allocation percentages for all series and Participations outstanding as of the date of determination.

The Floating Allocation Percentage and the Principal Allocation Percentage are subject to adjustment upon the direction of TRC, pursuant to the Pooling and Servicing Agreement, to give effect to additions of Additional Accounts.

Application of Collections

Payment of Interest, Fees and Other Items.

On each Distribution Date, Available Series 2005-1 Finance Charge Collections for the related Monthly Period will be applied in the following order:

·an amount equal to the Class A Monthly Interest and Class A Carryover Interest will be deposited into the Note Distribution Account for payment to the Class A noteholders,

·an amount equal to the Monthly Servicing Fee will be paid to the servicer,

·an amount equal to the Investor Defaulted Amount for that Distribution Date will be treated as Available Series 2005-1 Principal Collections,

·an amount equal to any reduction in the Invested Amount of the collateral certificate due to unreimbursed Investor Charge-Offs will be applied to reinstate the Invested Amount of the collateral certificate and treated as Available Series 2005-1 Principal Collections,

·an amount equal to the Subordinated Monthly Interest and Subordinated Carryover Interest, if any, will be deposited into the Note Distribution Account for payment to the holders of the Subordinated Interests,

·on each Distribution Date from and after the Reserve Account Funding Date—if any Reserve Account Funding Date has been established by TRC at its option—but before the date the Reserve Account is terminated, an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount, will be deposited in the Reserve Account,

·to pay any other amounts, if any, required to be paid under the Indenture or any supplement to the Indenture, and

·the balance, if any, will constitute Excess Finance Charge Collections.

The following diagram provides you with an outline of the allocation of Available Series 2005-1 Finance Charge Collections. This diagram is a simplified demonstration of the allocation and payment provisions contained in this prospectus supplement and the attached prospectus.

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Application of Available Series 2005-1 Finance Charge Collections

Excess Finance Charge Collections.   On each Distribution Date, Excess Finance Charge Collections allocated to the collateral certificate from other series in Group I will be applied to pay the shortfall arising from the excess, if any, of the sum of:

·Class A Monthly Interest and Class A Carryover Interest,

·the Monthly Servicing Fee,

·the Investor Defaulted Amount,

·unreimbursed Investor Charge-Offs,

·Subordinated Monthly Interest and Subordinated Carryover Interest, if any,

·if TRC, at its option, designates a Reserve Account Funding Date, the amount to be funded in the Reserve Account, and

·other amounts, if any, required to be paid under the Indenture or any supplement to the Indenture, over the Available Series 2005-1 Finance Charge Collections.

Excess Finance Charge Collections from the collateral certificate will be applied in the following order:

·to make payments to certificateholders of other series in Group I to the extent of any shortfalls covered from Excess Finance Charge Collections,

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·to make payments of any unpaid expenses or liabilities of the master trust,

·as Excess Transferor Finance Charge Collections and/or Shared Transferor Principal Collections, or if there are no shortfalls or other amounts payable to any series from Excess Transferor Finance Charge Collections or Shared Transferor Principal Collections, then paid to the owner trust, and to the extent of amounts remaining after payments and deposits are made by the owner trust, paid to TRC as holder of its equity.

Payment of Principal.

Available Series 2005-1 Principal Collections will be applied on each Distribution Date as described below:

Revolving Period.   The Revolving Period begins on the Closing Date and ends on the day before the Accumulation Period or Early Amortization Period begins. During the Revolving Period no principal payments will be made to the Class A noteholders. On each Distribution Date during the Revolving Period, Available Series 2005-1 Principal Collections will be treated as Shared Principal Collections and may be used to make principal payments to other series, except that if the Rating Agency Condition is satisfied in connection with a requested reduction in the required level of subordination, those amounts will first be used to make payments to the holder of the collateral certificate for payment to the holders of the Subordinated Interests in reduction of the Subordinated Amount.

Accumulation Period.   The Accumulation Period will begin on the first day of the October 2009 Monthly Period unless postponed by the servicer as described in “—Postponement of Accumulation Period,” and will end on the first to occur of:

·the day before an Early Amortization Period begins,

·the date on which the Invested Amount of the collateral certificate is reduced to zero, and

·the Legal Maturity Date.

During the Accumulation Period, prior to the accumulation in the Principal Funding Account of an amount equal to the outstanding principal amount of the Class A notes, Available Series 2005-1 Principal Collections plus Shared Principal Collections and, at the option of TRC, Shared Transferor Principal Collections, if any, allocated to the collateral certificate will be deposited in the Principal Funding Account on each Distribution Date in an amount not to exceed the lesser of:

·the Class A Controlled Deposit Amount, and

·the Adjusted Invested Amount of the collateral certificate.

On the Class A Expected Final Payment Date, the Master Trust Trustee will pay to the owner trust as holder of the collateral certificate, by deposit into the Note Distribution Account, the principal amount on deposit in the Principal Funding Account. If an Early Amortization Event occurs during the Accumulation Period and the Early Amortization Period begins, the principal amount on deposit in the Principal Funding Account will be paid to the owner trust as holder of the collateral certificate, by deposit into the Note Distribution Account, on the first Special Payment Date.

During the Accumulation Period, after the accumulation in the Principal Funding Account of an amount equal to the outstanding principal amount of the Class A notes, Available Series 2005-1 Principal Collections plus Shared Principal Collections and, at the option of TRC, Shared Transferor Principal Collections, if any, will be applied to make principal payments to the owner trust as holder of the collateral certificate in an amount equal to the Subordinated Amount. Any remaining Available Series 2005-1 Principal Collections will be treated as Shared Principal Collections.

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Early Amortization Period.   An Early Amortization Period begins on the day an Early Amortization Event occurs and, if required, the Master Trust Trustee or a majority by outstanding principal amount of the noteholders elect to commence the Early Amortization Period and ends on the first to occur of the date the Invested Amount of the collateral certificate is reduced to zero and the Legal Maturity Date. During an Early Amortization Period, the owner trust as holder of the collateral certificate will receive payments of principal and interest, by deposit into the Note Distribution Account, on each Special Payment Date. See “—Early Amortization Events” for additional discussion.

On each Special Payment Date during an Early Amortization Period, the owner trust as holder of the collateral certificate will be entitled to receive Available Series 2005-1 Principal Collections, Shared Principal Collections and, at the option of TRC, Shared Transferor Principal Collections, if any, allocated to the collateral certificate.

The average life and maturity of the collateral certificates and, therefore, the Class A notes can be significantly reduced if an Early Amortization Period begins.

The final payment of principal and interest on the collateral certificate is due to be paid to the owner trust no later than the Legal Maturity Date.

The following diagram provides you with an outline of the application of collections of Principal Receivables and amounts treated as collections of Principal Receivables. This diagram is a simplified demonstration of the allocation and payment provisions contained in this prospectus supplement and the attached prospectus.

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Application of Principal Collections

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Postponement of Accumulation Period

The Accumulation Period is scheduled to begin 12 months prior to the month in which the Class A Expected Final Payment Date occurs. However, the servicer may elect to extend the Revolving Period and postpone the start of the Accumulation Period. The servicer may make this election only if the number of months needed to fund the Principal Funding Account to pay the outstanding principal amount of the Class A notes in full by the Class A Expected Final Payment Date is less than 12. In that event, the servicer may elect to postpone the start of the Accumulation Period so that the number of months included in the Accumulation Period prior to the month in which the Class A Expected Final Payment Date occurs will be equal to or exceed the number of months determined by the servicer to be required to pay the outstanding principal amount of the Class A notes in full on the Class A Expected Final Payment Date. On the third business day before each Distribution Date beginning in July 2009 until the Accumulation Period begins, the servicer will determine the number of months expected to be required to fully fund the Principal Funding Account and be able to pay the outstanding principal amount of the Class A notes no later than the Class A Expected Final Payment Date. In making this determination, the servicer is required to assume that:

·the principal payment rate will be no greater than the lowest monthly principal payment rate for the previous 12 months,

·no additional series will be issued by the master trust,

·the total amount of Principal Receivables and the principal amount on deposit in the Special Funding Account, if any, will remain the same throughout the Accumulation Period, and

·no Early Amortization Event will occur for any series issued by the master trust.

The servicer will determine the length of the Accumulation Period on the basis of:

·the monthly collections of Principal Receivables expected to be allocable to all Principal Sharing Series during the Accumulation Period for the collateral certificate, and

·the amount of collections of Principal Receivables expected to be distributable to holders of other Principal Sharing Series that are expected to be in their accumulation or amortization periods during the Accumulation Period for the collateral certificate.

In addition, prior to the servicer making its initial determination of the number of months in the Accumulation Period prior to the Class A Expected Final Payment Date, TRC will determine whether or not it will utilize Shared Transferor Principal Collections to fund the Principal Funding Account. If, at its option, TRC elects to utilize Shared Transferor Principal Collections to fund the Principal Funding Account, the servicer will include Shared Transferor Principal Collections expected to be available to the collateral certificate in its determination of the number of months in the Accumulation Period prior to the Class A Expected Final Payment Date and the length of the Accumulation Period may be significantly shorter than it would have been had TRC elected not to make Shared Transferor Principal Collections available to fund the Principal Funding Account.

After making an election to postpone the start of the Accumulation Period but before the Accumulation Period begins, the servicer may elect to further postpone the start of the Accumulation Period or be required to extend the Accumulation Period in accordance with the requirements described above. The length of the Accumulation Period may not be less than one month.

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Sharing of Excess Finance Charge Collections

Available Series 2005-1 Finance Charge Collections in excess of the amount required to make deposits or payments for the collateral certificate will be made available to other series included in Group I whose allocation of collections of Finance Charge Receivables and other amounts are not sufficient to make their required deposits or payments. If Available Series 2005-1 Finance Charge Collections are insufficient to make required deposits or payments for the collateral certificate, you will have access to Excess Finance Charge Collections from other series in Group I. Each series that is part of Group I and that has a shortfall will receive a share of the total amount of Excess Finance Charge Collections available for that month based on the amount of the shortfall for that series divided by the total shortfall for all series in Group I for that same month. For a description of how Excess Finance Charge Collections are allocated to the collateral certificate, see “—Application of Collections—Payment of Interest, Fees and Other Items—Excess Finance Charge Collections” and for a more detailed description of the sharing of Excess Finance Charge Collections, see “Description of the Certificates—Sharing of Excess Finance Charge Collections and Excess Transferor Finance Charge Collections” in the attached prospectus.

Shared Principal Collections

Series 2005-1 is a Principal Sharing Series. Available Series 2005-1 Principal Collections in excess of:

·during the Revolving Period, if the Rating Agency Condition is satisfied, any amounts applied to reduce the Invested Amount of the collateral certificate in connection with a reduction in the outstanding principal amount of the Subordinated Interests,

·during the Accumulation Period, the Class A Controlled Deposit Amount until the Class A Expected Final Payment Date and thereafter the Invested Amount of the collateral certificate, and

·during an Early Amortization Period, the Invested Amount of the collateral certificate,

will be made available to other Principal Sharing Series as Shared Principal Collections. If Available Series 2005-1 Principal Collections are insufficient to make required principal deposits or payments for the collateral certificate, the owner trust as holder of the collateral certificate will share in the excess available from other Principal Sharing Series. Each Principal Sharing Series that has a Principal Shortfall with respect to any month will receive a share of the total amount of Shared Principal Collections available for that month based on the amount of the Principal Shortfall for that series divided by the total Principal Shortfalls for all Principal Sharing Series for that month.

If Shared Principal Collections exceed shortfalls for all Principal Sharing Series, the Master Trust Trustee will distribute the remaining amount to TRC to the extent that the Transferor Amount—excluding the interest represented by any Supplemental Certificate—exceeds the Required Retained Transferor Amount or deposit it into the Special Funding Account.

Shared Principal Collections may be used to cover Principal Shortfalls for the collateral certificate and, in specified circumstances, may allow the length of the Accumulation Period to be shortened. See “—Postponement of Accumulation Period.”  This type of reallocation of collections of Principal Receivables does not result in a reduction in the Invested Amount of the series to which the collections were initially allocated. There can be no assurance that there will be any Shared Principal Collections for any Monthly Period.

If Shared Principal Collections are not sufficient to cover Principal Shortfalls allocable to the collateral certificate, TRC may elect to apply Shared Transferor Principal Collections to the remaining Principal Shortfalls.

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Excess Transferor Finance Charge Collections and Shared Transferor Principal Collections

Excess Transferor Finance Charge Collections will consist of:

·collections of Finance Charge Receivables and other amounts treated as collections of Finance Charge Receivables for any Monthly Period allocable to the Transferor’s Interest remaining after payments to holders of any Supplemental Certificates, and

·collections of Finance Charge Receivables and other amounts treated as collections of Finance Charge Receivables for any Monthly Period allocated to each series but not used to make payments to any series.

Excess Transferor Finance Charge Collections will be used to fund investment earnings shortfalls during the Accumulation Period associated with amounts on deposit in the Principal Funding Account and will be deposited in the Collection Account on each Transfer Date with respect to the Accumulation Period to be applied as Available Series 2005-1 Finance Charge Collections. In addition, if on any Distribution Date there is a Required Amount, TRC may elect to apply Excess Transferor Finance Charge Collections to the Required Amount.

Shared Transferor Principal Collections will consist of:

·collections of Principal Receivables and other amounts treated as collections of Principal Receivables for any Monthly Period allocated to the Transferor’s Interest remaining after payments to the holders of any Supplemental Certificates,

·collections of Principal Receivables and other amounts treated as collections of Principal Receivables for any Monthly Period allocated to any series and not applied to make principal deposits or payments for any outstanding series, and

·any Excess Transferor Finance Charge Collections remaining after being applied as specified in the Series Supplement for each outstanding series.

Prior to the servicer initially determining the number of months expected to be required to fully fund the Principal Funding Account in order to pay the outstanding principal amount of the Class A notes no later than the Class A Expected Final Payment Date, TRC will determine whether Shared Transferor Principal Collections will be applied to fund the Principal Funding Account during the Accumulation Period. If TRC elects to make Shared Transferor Principal Collections available to fund the Principal Funding Account, those amounts will be applied to cover any Principal Shortfalls not covered by Shared Principal Collections during the Accumulation Period. In addition, at the option of TRC, Shared Transferor Principal Collections may be applied for the benefit of the Class A notes during an Early Amortization Period. For a more detailed description of Excess Transferor Finance Charge Collections and Shared Transferor Principal Collections, see “Description of the Certificates—Sharing of Excess Finance Charge Collections and Excess Transferor Finance Charge Collections” and “—Shared Principal Collections and Shared Transferor Principal Collections” in the attached prospectus and for a description of how Shared Transferor Principal Collections may be allocated, see “—Application of Collections—Payment of Principal—Accumulation Period” and “—Payment of Principal—Early Amortization Period” in this prospectus supplement.

On any Distribution Date on which there are no shortfalls or other amounts payable to any series from Excess Transferor Finance Charge Collections or Shared Transferor Principal Collections, all Available Series 2005-1 Finance Charge Collections that would otherwise be treated as Excess Transferor Finance Charge Collections will instead be paid to the owner trust, as holder of the collateral certificate.

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Reallocation of Cash Flows; Defaulted Receivables; Investor Charge-Offs

On each Distribution Date for which the servicer determines there is a Required Amount, if TRC does not elect to apply Excess Transferor Finance Charge Collections to the Required Amount or the amount of Excess Transferor Finance Charge Collections applied is insufficient to cover the Required Amount, the Principal Allocation Percentage of collections of Principal Receivables for the Monthly Period preceding that Distribution Date will be reallocated in an amount not to exceed the lesser of the remaining Required Amount and the Subordinated Amount. Those amounts that are reallocated are referred to in this prospectus supplement as Reallocated Principal Collections. The Invested Amount of the collateral certificate will be reduced by the amount of Reallocated Principal Collections.

On or before the third business day before each Distribution Date, the servicer will calculate the Investor Defaulted Amount for the collateral certificate for the immediately preceding Monthly Period. The Investor Defaulted Amount represents the collateral certificate’s share of Principal Receivables charged-off as uncollectible. The Investor Defaulted Amount for each Monthly Period will be paid from Available Series 2005-1 Finance Charge Collections and Excess Finance Charge Collections from other series allocated to the collateral certificate. If on any Distribution Date, the Investor Defaulted Amount exceeds the amount of Available Series 2005-1 Finance Charge Collections and Excess Finance Charge Collections allocated to the collateral certificate applied to cover the Investor Defaulted Amount, then the Invested Amount of the collateral certificate will be reduced by the amount of that excess. In addition, if on any Distribution Date the Transferor Amount is zero and TRC is obligated but fails to make an Adjustment Payment, then the Invested Amount of the collateral certificate will be reduced by the Series 2005-1 Allocation Percentage of the unpaid Adjustment Payment.

Any reductions in the Invested Amount of the collateral certificate as a result of Reallocated Principal Collections or to cover the unfunded Investor Defaulted Amount and unpaid Adjustment Payment are collectively referred to as an Investor Charge-Off and may have the effect of reducing the percentage of collections of Finance Charge Receivables and collections of Principal Receivables allocated to the collateral certificate. If the Subordinated Amount is reduced to zero, Class A noteholders will bear directly the credit and other risks associated with their interests in the owner trust.

Prior to the reduction of the Invested Amount of the collateral certificate to zero, reductions of the Invested Amount of the collateral certificate as described above will be reimbursed, and the Invested Amount of the collateral certificate increased, on later Distribution Dates to the extent of Available Series 2005-1 Finance Charge Collections and Excess Finance Charge Collections from other series allocated to the collateral certificate available for that purpose.

Principal Funding Account

The Master Trust Trustee will establish and maintain for the benefit of the holder of the collateral certificate a Principal Funding Account into which it will deposit Available Series 2005-1 Principal Collections and any Shared Principal Collections and Shared Transferor Principal Collections, as applicable, allocated to the collateral certificate during the Accumulation Period.

The Master Trust Trustee will pay to the owner trust as holder of the collateral certificate, by deposit into the Note Distribution Account, principal amounts on deposit in the Principal Funding Account on the first to occur of:

·the Class A Expected Final Payment Date, and

·if an Early Amortization Event occurs during the Accumulation Period, the first Special Payment Date.

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Amounts on deposit in the Principal Funding Account on any Distribution Date will be invested until the following Distribution Date by the Master Trust Trustee in Eligible Investments. Any Principal Funding Investment Proceeds will be withdrawn from the Principal Funding Account and deposited in the Collection Account on each Distribution Date to be applied as Available Series 2005-1 Finance Charge Collections.

Reserve Account

The Master Trust Trustee will establish and maintain a Reserve Account that may be used to fund investment earnings shortfalls during the Accumulation Period associated with amounts on deposit in the Principal Funding Account.  TRC, at its option, may designate a Reserve Account Funding Date. If TRC does not designate a Reserve Account Funding Date, there will be no funding of the Reserve Account for the collateral certificate. If TRC designates a Reserve Account Funding Date, on and after the Reserve Account Funding Date but before the date the Reserve Account is terminated, the Master Trust Trustee will deposit into the Reserve Account Available Series 2005-1 Finance Charge Collections and Excess Finance Charge Collections allocated to the collateral certificate until the account balance equals the Required Reserve Account Amount.

TRC will invest money on deposit in the Reserve Account in Eligible Investments. Interest and investment income in the Reserve Account in excess of the Required Reserve Account Amount will be withdrawn on each Transfer Date from the Reserve Account and deposited in the Collection Account for application as Available Series 2005-1 Finance Charge Collections.

On each Transfer Date during the Accumulation Period, the servicer will withdraw from the Reserve Account and apply as Available Series 2005-1 Finance Charge Collections the lesser of:

·the amount available to be withdrawn from the Reserve Account, and

·the Principal Funding Investment Shortfall for that Transfer Date.

Upon the earliest to occur of:

·the date the outstanding principal amount of the Class A notes is paid in full,

·the first Transfer Date with respect to an Early Amortization Period, and

·the Class A Expected Final Payment Date,

the Master Trust Trustee will withdraw from the Reserve Account and apply as Available Series 2005-1 Finance Charge Collections all amounts remaining in the Reserve Account and the Reserve Account will be terminated.

Increases in the Principal Amount of the Collateral Certificate

During the Revolving Period, TRC may, subject to certain conditions, cause the Master Trust Trustee to increase the outstanding principal amount and the Invested Amount of the collateral certificate.

Increases to the outstanding principal amount and the Invested Amount of the collateral certificate will only occur upon satisfaction of the following conditions:

·before the date of increase, TRC will have given the Master Trust Trustee, the servicer and the rating agencies notice of the date and amount of the increase,

·the total amount of Principal Receivables will equal or exceed the Required Principal Balance after the increase,

·the increase satisfies the Rating Agency Condition,

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·TRC will have delivered to the Master Trust Trustee a certificate which states that, TRC believes that the increase will not have a material adverse effect on the collateral certificate; for the purposes of making this determination, a dilution of voting rights will not constitute a material adverse effect on the collateral certificate, see “Risk Factors—You will have limited control of master trust or owner trust actions” in this prospectus supplement,

·the Class A Controlled Accumulation Amount shall have been increased to reflect any related increase in the outstanding principal amount of the Class A Notes,

·as of the date of the increase, the amount of unreimbursed Investor Charge-Offs shall be zero,

·as of the date of the increase, no Early Amortization Event shall have occurred, or been deemed to have occurred, and be continuing and the increase shall not cause an Early Amortization Event to occur,

·the Transferor Amount, excluding the interest represented by any Supplemental Certificate, is greater than the Required Retained Transferor Amount after the increase, and

·TRC will have delivered to the Master Trust Trustee a tax opinion relating to the increase.

An increase in the outstanding principal amount of the collateral certificate will provide additional collateral for the issuance of additional notes as described in “Description of the Notes—Issuance of Additional Notes.”

Early Amortization Events

The following chart describes the Early Amortization Events for the collateral certificate and indicates whether each Early Amortization Event is an event which automatically triggers an Early Amortization Period or an event which requires the vote of holders of a majority by outstanding principal amount of the notes or the Master Trust Trustee to trigger an Early Amortization Period and whether the event will cause an early amortization for all outstanding series issued by the master trust.

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Early Amortization Events		Requires a Majority Vote of Noteholders or the Master Trust Trustee	Automatically Causes an Early Amortization of the Collateral Certificate	Automatically Causes an Early Amortization for all Series Outstanding
1.	TRC fails to make a payment or deposit when required to under the Pooling and Servicing Agreement or the Series 2005-1 Supplement within five business days after the required date.	ü
2.	The sale, pledge, assignment or transfer by TRC or grant of any lien on any receivable other than as permitted under the Pooling and Servicing Agreement or the Series 2005-1 Supplement.	ü
3.	Target National Bank, TCC or TRC fails to observe or perform any covenant or agreement and that failure has a material adverse effect on you and the failure continues unremedied for 60 days after written notice to TRC.	ü
4.	Target National Bank, TCC or TRC makes a representation or warranty that was materially incorrect when made and that continues to be materially incorrect for 60 days after written notice from the Master Trust Trustee and as a result you are materially and adversely affected, unless TRC accepts designation of the related receivables as Ineligible Receivables.	ü
5.	The average of the Portfolio Yields for three consecutive Monthly Periods is less than the average of the Base Rates for the same period.		ü
6.	TCC or TRC fails to transfer receivables under Additional Accounts or Participation Interests when required under the Pooling and Servicing Agreement.		ü
7.	A Servicer Default occurs which has a material adverse effect on the collateral certificate.	ü
8.	Any of Target National Bank, TCC or any holder of the Transferor Certificate or TRC admits in writing its inability to pay its debts, or is subject to a bankruptcy proceeding that with respect to TRC or any holder of the Transferor Certificate is in effect and not dismissed for 60 days or enters receivership or conservatorship or otherwise becomes subject to an insolvency event.		ü	ü
9.	TRC becomes unable to transfer receivables to the master trust in accordance with the Pooling and Servicing Agreement.		ü	ü
10.	The master trust becomes subject to regulation as an “investment company” under the Investment Company Act.		ü	ü

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11.	The Transferor Amount is less than the Required Retained Transferor Amount.	ü	ü
12.	The outstanding principal amount of the Class A notes is not paid in full on the Class A Expected Final Payment Date.	ü
13.	The occurrence of an Event of Default and the acceleration of the outstanding principal amount of the notes.	ü

Servicing Fee and Expenses

The Monthly Servicing Fee for any Distribution Date means the sum of (i) the amount equal to one-twelfth of the product of:

·the Servicing Fee Rate, and

·an amount equal to:

—the Adjusted Invested Amount of the collateral certificate at the end of the last day of the Monthly Period second preceding that Distribution Date, minus

—the product of the amount, if any, on deposit in the Special Funding Account at the end of the last day of the Monthly Period second preceding that Distribution Date and the Floating Allocation Percentage as calculated with respect to the Defaulted Amount for that Monthly Period,

and (ii) any amounts calculated under clause (i) for prior Distribution Dates that remain unpaid on such Distribution Date, except that the Monthly Servicing Fee for the first Distribution Date will be $          .

The remainder of the servicing fee will be paid from amounts allocable to the holder of the Transferor Certificate, holders of Participations or the certificateholders of other series. The master trust, the Master Trust Trustee or the owner trust as holder of the collateral certificate will not be liable for the share of the servicing fee to be paid from amounts allocable to the holder of the Transferor Certificate, holders of Participations or the certificateholders of any other series.

Optional Termination

The collateral certificate may be repurchased by TRC at its option on any Distribution Date on or after the Distribution Date on which the outstanding principal amount of the Class A notes is less than or equal to 10% of the highest outstanding principal amount of the Class A notes at any time. The purchase price for the collateral certificate will equal:

·the outstanding principal amount of the collateral certificate, plus

·any accrued and unpaid interest payable to the holder of the collateral certificate for payment to the noteholders through the day preceding the Distribution Date on which the repurchase occurs.

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Series Termination

Target National Bank will solicit bids for the sale of some of the Principal Receivables together with the related Finance Charge Receivables if the Invested Amount of the collateral certificate is greater than zero on the Distribution Date two months before the Legal Maturity Date. The amount of receivables to be sold will not be more than 110% of the Invested Amount of the collateral certificate on the October 2014 Distribution Date. TRC will be allowed to participate in, and to receive a copy of, each bid submitted in connection with any bidding process. Target National Bank will determine:

·which bid is the highest cash purchase offer, and

·the amount of collections that will be available in the Collection Account on the Legal Maturity Date for distribution on the collateral certificate.

Target National Bank will sell these receivables on the Legal Maturity Date to the bidder who provided the highest cash bid and will deposit the proceeds in the Collection Account for allocation to the collateral certificate. You will incur a loss on your Class A notes if the proceeds of the sale, together with the amount of collections available in the Collection Account, are less than the outstanding principal amount of the Class A notes plus accrued and unpaid interest on the Class A notes.

Underwriting

TRC has agreed to sell to the underwriters listed below the amount of Class A notes indicated next to each underwriter’s name. Each underwriter has agreed to purchase that amount of the Class A notes.

Underwriters	Principal Amount of Class A Notes
Lehman Brothers Inc.	$
Banc of America Securities LLC
Citigroup Global Markets Inc.
JPMorgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Total	$	750,000,000

The purchase commitment of the underwriters may be increased or ended if any underwriter defaults. The price to public, underwriters’ discounts and commissions, the concessions that the underwriters may allow to some dealers, and the discounts that those dealers may reallow to other dealers, each expressed as a percentage of the outstanding principal amount of the Class A notes, shall be as follows:

	Price to Public		Underwriting Discounts and Commissions		Selling Concessions Not to Exceed		Reallowance Not to Exceed
Class A notes		%		%		%		%

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After the offering is completed, TRC will receive the proceeds, after deduction of the underwriting and other expenses, listed below:

	Proceeds to TRC		Proceeds to TRC (as % of the outstanding principal  amount of the  Class A Notes)		Underwriting Discounts and Commissions
Class A notes		$		%		$

After the public offering, the public offering price and other selling terms may be changed by the underwriters. Additional offering expenses are estimated to be $850,000.

Any underwriter may engage in the following transactions, to the extent permitted by Regulation M under the Securities Exchange Act:

·over-allotment transactions, which involve syndicate sales in excess of the offering size creating a syndicate short position,

·stabilizing transactions, which permit bids to purchase the Class A notes so long as the stabilizing bids do not exceed a specified maximum,

·syndicate covering transactions, which involve purchases of the Class A notes in the open market after the distribution has been completed to cover syndicate short positions, and

·penalty bids, which permit the underwriters to reclaim a selling concession from a syndicate member when the Class A notes originally sold by the syndicate member are purchased in a syndicate covering transaction.

The use of the above transactions may cause the price of the Class A notes to be higher than it would otherwise be. These transactions, if or once commenced, may be stopped without notice.

Each underwriter has represented and agreed that:

·it has not offered or sold, and prior to the date which is six months after the date of issue of the Class A notes, will not offer or sell any Class A notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Public Offers of Securities Regulations 1995,

·it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to the Class A notes in, from or otherwise involving the United Kingdom, and

·it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) received by it in connection with the issue or sale of any Class A notes in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 does not apply to the owner trust.

TRC may indemnify the underwriters against liabilities which include liabilities under the federal securities laws. TRC may also contribute to payments the underwriters may be required to make on these liabilities.

The underwriters and their respective affiliates have engaged and may in the future engage in investment banking or commercial banking transactions with TCC, TRC and their affiliates.

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Other Series Issued and Outstanding

The master trust has previously issued one other series that remains outstanding. The table below describes the principal characteristics of that series. For more specific information relating to any series, any prospective investor should contact TRC at (612) 696-3102. TRC will provide, without charge, to any prospective purchaser of the Class A notes, a copy of the disclosure documents for any previous publicly issued series.

Series 2002-1

1. Class A Certificates

Class A Initial Invested Amount	$750,000,000
Certificate Rate	three-month LIBOR + 0.125% p.a.
Class A Controlled Accumulation Amount	$62,500,000 (subject to adjustment)
Commencement of Accumulation Period	May 27, 2006 (subject to adjustment)
Annual Servicing Fee Rate	2%
Credit Support	Subordination of the Series 2002-1 Class B Certificates
Class A Expected Final Payment Date	June 25, 2007
Scheduled Series Termination Date	June 27, 2011
Series Issuance Date	July 2, 2002

2. Class B Certificates

Class B Initial Invested Amount	$250,000,000
Annual Servicing Fee Rate	2%
Scheduled Series Termination Date	June 27, 2011
Series Issuance Date	July 2, 2002

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Glossary of Terms for Prospectus Supplement

“Accumulation Period” means the period described under “Description of the Collateral Certificate—Application of Collections—Payment of Principal—Accumulation Period” during which collections of Principal Receivables and other available amounts are first accumulated in a Principal Funding Account for payment to Class A noteholders on the Class A Expected Final Payment Date and then applied to make principal payments to the holders of the Subordinated Interests.

“Adjusted Invested Amount” means for any date of determination, an amount equal to:

·the Invested Amount of the collateral certificate, minus

·the principal amount on deposit in the Principal Funding Account on that day.

“Adjustment Payment” means any payment TRC must make into the Special Funding Account equal to the amount by which the servicer adjusts downward the Principal Receivables:

·for which it received no collections and no charge-off has occurred, and

·which causes the Required Retained Transferor Amount to exceed the Transferor Amount, excluding the interest represented by any Supplemental Certificate.

“Available Reserve Account Amount” means, for any Transfer Date, the lesser of:

·the amount on deposit in the Reserve Account, before any deposit or withdrawals made or to be made from that account on that date, and

·the Required Reserve Account Amount on that date.

“Available Series 2005-1 Finance Charge Collections” means for any Distribution Date, the sum of:

·the Floating Allocation Percentage of collections of Finance Charge Receivables from the preceding Monthly Period,

·any Principal Funding Investment Proceeds and, if TRC, at its option, designates a Reserve Account Funding Date, available investment earnings on amounts on deposit in the Reserve Account,

·the amount of Excess Transferor Finance Charge Collections needed to cover the Principal Funding Investment Shortfall, if any, and

·any amount withdrawn from the Reserve Account—if TRC, at its option, had designated a Reserve Account Funding Date—and deposited into the Collection Account with respect to a Principal Funding Investment Shortfall or upon termination of the Reserve Account.

“Available Series 2005-1 Principal Collections” means for any Distribution Date, the sum of:

·the Principal Allocation Percentage of collections of Principal Receivables from the preceding Monthly Period minus Reallocated Principal Collections with respect to that Distribution Date, and

·any amounts applied with respect to the Investor Defaulted Amount and Investor Charge-Offs and treated as Available Series 2005-1 Principal Collections as specified under “Description of the Collateral Certificate—Application of Collections—Payment of Interest, Fees and Other Items.”

“Base Rate” means for any Monthly Period, the sum of the annualized percentage equivalent of the weighted average Class A Interest Rate and the Subordinated Interest Rate, both for the related Interest Accrual Period (weighted by the outstanding principal amount of the Class A notes and the

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Subordinated Interests, both as of the end of the last day of the Monthly Period), and the Servicing Fee Rate.

“Class A Carryover Interest” means for any Distribution Date:

·any Class A Monthly Interest due but not paid to the Class A noteholders on any previous Distribution Date, plus

·an amount equal to the product of:

—the Class A Monthly Interest for any preceding Distribution Date that remains unpaid,

—a fraction, whose numerator is the actual number of days in the related Interest Accrual Period and whose denominator is 360, and

—the sum of the Class A Interest Rate plus 2% per annum.

“Class A Controlled Accumulation Amount” means:

·for any Distribution Date during the Accumulation Period, on or prior to the Class A Expected Final Payment Date, $62,500,000 plus any increase thereto in connection with an increase in the outstanding principal amount of the collateral certificate and a related issuance of additional Class A Notes; except that if the servicer postpones the start of the Accumulation Period:

—the Class A Controlled Accumulation Amount will exceed the amount stated above and will be determined by the servicer according to the Series 2005-1 Supplement, and

—the sum of the Class A Controlled Accumulation Amounts for all Distribution Dates for that modified Accumulation Period shall not be less than the outstanding principal amount of the Class A notes; and

·for any other Distribution Date, zero.

“Class A Controlled Deposit Amount” means for any Distribution Date during the Accumulation Period, an amount equal to:

·the Class A Controlled Accumulation Amount, plus

·any Class A Deficit Controlled Accumulation Amount for the preceding Distribution Date.

“Class A Covered Amount” means for any Interest Accrual Period prior to the payment in full of the Class A notes, the product of:

·the Class A Interest Rate for that Interest Accrual Period,

·a fraction, whose numerator is the actual number of days in that Interest Accrual Period and whose denominator is 360, and

·the balance of the Principal Funding Account on the first day of that Interest Accrual Period.

“Class A Defeasance Covered Amount” means, with respect to any Interest Accrual Period within the Defeasance Period, the product of:

·the Class A Interest Rate for that Interest Accrual Period,

·a fraction whose numerator is the actual number of days in that Interest Accrual Period and whose denominator is 360, and

·the outstanding principal amount of Class A notes as of the first day of that Interest Accrual Period.

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“Class A Deficit Controlled Accumulation Amount” means on each Distribution Date during the Accumulation Period, the excess, if any, of:

·the Class A Controlled Deposit Amount for that Distribution Date, over

·the amount distributed from the Collection Account as principal for the benefit of the Class A notes for that Distribution Date.

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

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

“Class A Interest Rate” means a rate equal to one-month LIBOR plus     % per annum.

“Class A Monthly Interest” means for any Distribution Date, an amount equal to the product of:

·the Class A Interest Rate for the related Interest Accrual Period,

·a fraction equal to the actual number of days in the related Interest Accrual Period divided by 360, and

·the outstanding principal amount of the Class A notes at the end of the last day of the preceding Monthly Period or, with respect to the first Distribution Date, the Class A Initial Principal Amount.

“Class A noteholder” means any holder of Class A notes.

“Class A notes” means $750,000,000 Floating Rate Class A Asset Backed Notes issued by the owner trust.

“Closing Date” means November     , 2005.

“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 Noteholder Reserve Account and the Note Principal Funding Account in connection with a defeasance of the notes and ending on the Class A Expected Final Payment Date.

“Distribution Date” means December 27, 2005, and the 25th day of each month thereafter, or if the 25th day is not a business day, the next business day.

“Early Amortization Event” means any of the events described under “Description of the Collateral Certificate—Early Amortization Events.”

“Early Amortization Period” means the period described under “Description of the Collateral Certificate—Application of Collections—Payment of Principal—Early Amortization Period” during which collections of Principal Receivables allocable to the collateral certificate will be paid to holders thereof on each Special Payment Date.

“Floating Allocation Percentage” means for any Monthly Period, the percentage described under “Description of the Collateral Certificate—Allocation Percentages.”

“Group I” means the group of series under the master trust to which the collateral certificate belongs for the purpose of sharing Excess Finance Charge Collections.

“Initial Invested Amount” means $961,538,462.

“Interest Accrual Period” means in relation to any Distribution Date, the period from and including the previous Distribution Date to but excluding that Distribution Date, except the first Interest

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Accrual Period will begin on and include the Closing Date and end on but exclude the first Distribution Date.

“Invested Amount” means, with respect to the collateral certificate and any date, an amount equal to:

·the Initial Invested Amount, plus

·the amount of any increase in the outstanding principal amount of the collateral certificate after the Closing Date, plus

·the sum of the aggregate amounts allocated with respect to the reimbursement of Investor Charge-Offs and available on all prior Distribution Dates, minus

·the total amount of principal paid to the holder of the collateral certificate before that date, minus

·the aggregate amount of Investor Charge-Offs allocable to the collateral certificate, minus

·the amount of any reduction in the Invested Amount of the collateral certificate because of the purchase by TRC and subsequent cancellation of notes.

“Investor Charge-Off” means for any Distribution Date, the amount by which the Invested Amount of the collateral certificate is reduced, as described under “Description of the Collateral Certificate—Reallocation of Cash Flows; Defaulted Receivables; Investor Charge-Offs.”

“Investor Defaulted Amount” means for any Monthly Period, an amount equal to the product of the Defaulted Amount and the Floating Allocation Percentage for that Monthly Period.

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

“LIBOR” means the London Interbank Offered Rate indexed to the offered rates for deposits in United States dollars, which for each Interest Accrual Period will be determined by the Indenture Trustee as follows:

·On the LIBOR Determination Date, the Indenture Trustee will 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. However, with respect to the initial Interest Accrual Period, LIBOR will be determined by straight-line interpolation, based on the actual number of days in the period from the Closing Date through December 27, 2005, between two rates, one of which will be determined for a period of one month and the other of which will be determined for a period of two months.

·If that 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.

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“LIBOR Determination Date” means (i) November     , 2005 for the first Interest Accrual Period and (ii) the second day prior to the commencement of the second and each subsequent Interest Accrual Period, provided that the day is other than (i) a Saturday or Sunday, (ii) any day on which national banking associations or state banking institutions in New York, New York, Minneapolis, Minnesota or Sioux Falls, South Dakota are authorized or obligated by law, executive order or governmental decree to be closed, or (iii) any other day on which banking institutions in London, England, trading in United States dollar deposits in the London interbank market, are authorized or obligated by law or executive order to be closed.

“Monthly Servicing Fee” means for any Monthly Period, the amount described under “Description of the Collateral Certificate—Servicing Fee and Expenses.”

“Note Distribution Account” means the account of the same name established by the Administrator for the benefit of the noteholders for the purposes indicated under “Description of the Notes—Note Distribution Account.”

“Note Principal Funding Account” means the account of the same name established by the Administrator for the benefit of the noteholders for the purposes indicated under “Description of the Notes—Note Principal Funding Account and Noteholder Reserve Account.”

“Noteholder Reserve Account” means the account of the same name established by the Administrator for the benefit of the noteholders for the purposes indicated under “Description of the Notes—Note Principal Funding Account and Noteholder Reserve Account.”

“Portfolio Yield” means for any Monthly Period, the annualized percentage equivalent of a fraction:

·whose numerator is the sum of:

—the Floating Allocation Percentage of collections of Finance Charge Receivables for that Monthly Period, minus

—if the Required Reserve Account Amount is greater than zero, the excess of the Principal Funding Investment Shortfall over the amount applied from the Reserve Account with respect to that shortfall, minus

—the Investor Defaulted Amount for that Monthly Period, and

·whose denominator is the Adjusted Invested Amount of the collateral certificate as of the last day of the preceding Monthly Period, or in the case of the first Monthly Period, the Closing Date.

“Principal Allocation Percentage” means for any Monthly Period, the percentage described under “Description of the Collateral Certificate—Allocation Percentages.”

“Principal Funding Account” means an Eligible Deposit Account held for the benefit of the holder of the collateral certificate in which collections of Principal Receivables allocated to the collateral certificate for payment to the Class A noteholders are accumulated during the Accumulation Period as described under “Description of the Collateral Certificate—Principal Funding Account.”

“Principal Funding Investment Proceeds” means on each Distribution Date during the Accumulation Period:

·the investment earnings on funds in the Principal Funding Account, minus

·investment expenses and losses,

in each case,for the related Interest Accrual Period.

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“Principal Funding Investment Shortfall” means on each Distribution Date during the Accumulation Period, the amount, if any, by which the Principal Funding Investment Proceeds are less than the Class A Covered Amount for the related Interest Accrual Period.

“Principal Sharing Series” means a series that, under the terms of its Series Supplement, is entitled to receive and has agreed to share Shared Principal Collections.

“Reallocated Principal Collections” means for any Distribution Date, collections of Principal Receivables allocable to the collateral certificate for the related Monthly Period in an amount not to exceed the lesser of:

·the Subordinated Amount, and

·the amount applied to fund the Required Amount, if any.

“Record Date” means for any Distribution Date, the last business day of the calendar month preceding the month in which that Distribution Date occurs which is the day a noteholder must be the registered holder of a note to receive a payment on that Distribution Date.

“Reference Banks” shall mean four major banks in the London interbank market selected by the servicer.

“Required Amount” means for any Distribution Date, the amount of any shortfall in amounts required to be paid from Available Series 2005-1 Finance Charge Collections and Excess Finance Charge Collections as described under “Description of the Collateral Certificate—Collateral Certificate Interest Payments.”

“Required Reserve Account Amount” means for any Distribution Date on or after the Reserve Account Funding Date, an amount specified by TRC.

“Required Retained Transferor’s Percentage” means 2% as may be adjusted from time to time under the Series 2005-1 Supplement.

“Reserve Account” means an Eligible Deposit Account in which the servicer will deposit the Required Reserve Account Amount on or after the Reserve Account Funding Date to provide additional funds from which to make payments of interest on the collateral certificate during the Accumulation Period.

“Reserve Account Funding Date” means the date, if any, specified by TRC for the start of funding of the Reserve Account.

“Revolving Period” means the period described under “Description of the Collateral Certificate—Application of Collections—Payment of Principal—Revolving Period” during which collections of Principal Receivables allocable to Series 2005-1 are not paid to the collateral certificateholder or accumulated but are generally treated as Shared Principal Collections.

“Series 2005-1 Allocation Percentage” means on any date of determination, the percentage equivalent of a fraction:

·whose numerator is the Adjusted Invested Amount of the collateral certificate, and

·whose denominator is the sum of the invested amounts, or adjusted invested amounts, as applicable, of all then outstanding series.

“Series 2005-1 Supplement” means the supplement to the Pooling and Servicing Agreement relating to the collateral certificate.

“Servicing Fee Rate” means 2.00% per annum.

“Special Payment Date” means each Distribution Date following the Monthly Period in which an Early Amortization Event occurs that triggers the start of the Early Amortization Period.

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“Subordinated Amount” means for any date, an amount equal to the greater of:

·the Invested Amount of the collateral certificate minus the outstanding principal amount of the Class A notes, and

·zero.

“Subordinated Carryover Interest” means for any Distribution Date:

·any Subordinated Monthly Interest due but not paid to the holders of the Subordinated Interests on any previous Distribution Date, plus

·an amount equal to the product of:

—the Subordinated Monthly Interest for any preceding Distribution Date that remains unpaid,

—a fraction whose numerator is the actual number of days in the related Interest Accrual Period and whose denominator is 360, and

—the sum of the Subordinated Interest Rate plus 2% per annum.

“Subordinated Defeasance Covered Amount” means, with respect to any Interest Accrual Period in the Defeasance Period:

·if no stated interest rate has been designated for the Subordinated Interests, zero, and

·if a stated interest rate has been designated for the Subordinated Interests, the product of:

—the interest rate so designated and in effect with respect to that Interest Accrual Period,

—a fraction whose numerator is the actual number of days in that Interest Accrual Period and whose denominator is 360, and

—the outstanding principal amount of the Subordinated Interests as of the first day of that Interest Accrual Period.

“Subordinated Interest Rate” means zero; provided that, at the request of TRC, the Indenture Trustee and the owner trust may, without the consent of the noteholders, enter into an indenture supplemental to the Indenture, specifying a different stated interest rate or other entitlement to interest for the Subordinated Interests and, in that event, the “Subordinated Interest Rate” will be the rate or other entitlement to interest specified in that supplemental indenture.

“Subordinated Interests” mean the subordinated interests issued by the owner trust in connection with the issuance of the Class A notes having an initial outstanding principal amount of $211,538,462.

“Subordinated Monthly Interest” means, for any Distribution Date, an amount equal to the product of:

·the Subordinated Interest Rate for the related Interest Accrual Period,

·a fraction equal to the actual number of days in the related Interest Accrual Period divided by 360, and

·the outstanding principal amount of the Subordinated Interests at the end of the last day of the preceding Monthly Period or, with respect to the first Distribution Date, as of the Closing Date.

“Telerate Page 3750” means the display designated as page “3750” by Telerate, Inc. (or such other page as may replace Telerate Page 3750 on that service or a comparable service for the purpose of displaying London interbank offered rates of major banks).

“Transfer Date” means the business day immediately before a Distribution Date.

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PROSPECTUS

TARGET CREDIT CARD MASTER TRUST

TARGET CREDIT CARD OWNER TRUSTS

Issuers

Target Receivables Corporation

Transferor and Administrator

Target National Bank

Servicer

Asset Backed Securities

A note is not a deposit and none of the notes, nor the underlying accounts or receivables or collateral certificates are insured or guaranteed by the FDIC or any other governmental agency.

A collateral certificate will represent an interest in the master trust only. A note will be an obligation of an owner trust only. The notes and collateral certificates will not represent interests in or recourse obligations of Target Corporation, Target National Bank, Target Capital Corporation, Target Receivables Corporation or any of their affiliates.

This prospectus may be used to offer and sell any class of notes only if accompanied by the prospectus supplement for that class of notes.

The master trust—

·may periodically issue asset backed certificates in one or more series with one or more classes, and

·will own—

—receivables in a portfolio of consumer open-end credit card accounts,

—payments due on those receivables, and

—other property described in this prospectus and in the prospectus supplement.

The notes offered by this prospectus and the prospectus supplement—

·will be obligations of an owner trust and will be secured by the assets of that owner trust, including a collateral certificate,

·will be rated in one of the four highest rating categories by at least one nationally recognized rating organization,

·may have one or more forms of enhancement, and

·will be issued as part of a designated issue which may include one or more classes of notes.

The noteholders will receive interest and principal as described in the prospectus supplement. The notes of each owner trust will be secured by a collateral certificate issued by the master trust and purchased by the owner trust and any other assets described in the prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed on the adequacy or accuracy of the disclosures in this prospectus and the prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this Prospectus is October 31, 2005.

Table of Contents

Important Notice About Information Presented in this Prospectus and the Prospectus Supplement	1
The Target Credit Card Master Trust	2
The Owner Trusts	2
Target Corporation	3
Target National Bank	3
Target Financial Services	3
Target Capital Corporation	3
Target Receivables Corporation	4
The Master Trust Trustee	4
Description of the Notes	5
General	5
Principal and Interest on the Notes	5
The Indentures	6
Certain Covenants of the Owner Trust	8
The Indenture Trustee	9
Certain Matters Regarding the Administrator	11
Amendments to Trust Agreement and Deposit and Administration Agreement	11
Defeasance	12
Termination	12
Form of Your Notes	12
DTC	12
Clearstream	13
Euroclear	13
Book-Entry Registration	14
Definitive Notes	16
Initial Settlement	17
Secondary Market Trading	17
Description of the Certificates	19
General	19
Allocation of Master Trust Assets	19
The Transferor Certificate	19
Supplemental Certificates	20
Participations	20
Interest Allocations	20
Principal Allocations	21
Early Amortization Events	22
Defaulted Receivables and the Defaulted Amount	22
Dilution	23
Sharing of Excess Finance Charge Collections and Excess Transferor Finance Charge Collections	23
Shared Principal Collections and Shared Transferor Principal Collections	24
New Issuances	25
Collection Account	27
Deposits in the Collection Account	28
Special Funding Account	29
Paired Series	29
Funding Period	29
Enhancement	29
Specific Forms of Enhancement	30
The Pooling and Servicing Agreement	31
Conveyance of Receivables	31
Addition of Master Trust Assets	32
Removal of Accounts	35
Eligible Accounts and Eligible Receivables	36
Representations and Warranties	37
Discount Option Receivables	39
Indemnification	40
Collection and Other Servicing Procedures	40
Servicing Compensation and Payment of Expenses	41
Servicer Covenants	42
Certain Matters Regarding the Servicer	43
Servicer Default	43
Evidence as to Compliance	44
Amendments	45
Termination of the Master Trust	46
The Bank Receivables Purchase Agreement and the Receivables Purchase Agreement	46
Sale of the Receivables	46
Representations and Warranties	47
Covenants	48

i

Transfer of Accounts and Assumption of Target National Bank’s, TCC’s and TRC’s Obligations	49
Amendment	49
Termination	49
Legal Aspects of the Receivables	49
Transfer of Receivables	49
Matters Relating to Bankruptcy or Receivership	50
Certain Regulatory Matters	53
Consumer Protection Laws	54
Claims and Defenses of Cardholders Against the Master Trust	55
Industry Litigation	56
Other Litigation	57
Federal Income Tax Consequences	58
Tax Characterization of the Master Trust	59
Tax Characterization of an Owner Trust	59
Tax Considerations Relating to Noteholders	60
Non-U.S. Note Owners	61
Tax Consequences to Plans	63
Information Reporting and Backup Withholding	63
ERISA Considerations	64
Plan Asset Issues for an Investment in the Notes	64
Potential Prohibited Transactions from Investment in Notes	65
Investment by Plan Investors	65
General Investment Considerations for Prospective Plan Investors in the Notes	65
Plan of Distribution for the Offered Notes	66
Legal Matters	66
Reports to Noteholders	66
Forward-Looking Statements	67
Where You Can Find More Information	69
Glossary of Terms for Prospectus	70

ii

Important Notice About Information Presented in this Prospectus
and the Prospectus Supplement

We provide information to you about the notes in two separate documents that progressively provide more detail:  (1) this prospectus, which provides general information, some of which may not apply to the notes of a particular owner trust, including notes of your owner trust, and (2) the prospectus supplement for your notes, which will describe the specific terms of your notes, including:

·   the timing and amount of interest and principal payments,

·   information about the receivables,

·   information about enhancement for each offered class,

·   credit ratings, and

·   the method for selling the notes.

We have included a description of some of the basic terms and characteristics of the notes that may be offered by this prospectus. We have also included a description of any collateral certificate sold to an owner trust to be pledged to secure notes. In addition, we have included a description summarizing the terms and provisions that would apply to all notes offered by this prospectus.

You should review carefully the descriptions of the collateral certificates in this prospectus and the prospectus supplement. The primary asset of each owner trust will be a collateral certificate issued by the master trust and pledged to secure the notes of the owner trust. The terms and provisions of each collateral certificate will be reflected in the terms and provisions of the notes secured by that collateral certificate.

You should rely only on the information provided in this prospectus and the prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information.

We include cross-references in this prospectus and the prospectus supplement to captions in these materials where you can find further related discussions. The table of contents in this prospectus and the table of contents included in the prospectus supplement provide the pages on which captions are located.

You can find a glossary with definitions of important terms that appear in this document under the caption “Glossary of Terms for Prospectus” beginning on page 70 in this prospectus.

1

The Target Credit Card Master Trust

The Target Credit Card Master Trust, referred to in this prospectus as the master trust, was formed when Target Receivables Corporation, as transferor of the receivables, Target National Bank, as servicer and originator of the receivables, and Wells Fargo Bank, National Association, as Master Trust Trustee, entered into the Pooling and Servicing Agreement. The Pooling and Servicing Agreement is governed by the laws of the State of Delaware. The master trust was formed to issue series of certificates representing interests in a pool of credit card receivables held by the master trust. Collateral certificates issued by the master trust will be issued in amounts, at prices and on terms to be determined at the time of sale as described in the prospectus supplement.

The master trust will only engage in the following business activities:

·acquiring and holding receivables,

·issuing series of certificates and related enhancements that may be uncertificated interests in the master trust, Participations, Supplemental Certificates and a Transferor Certificate,

·making payments on these certificates, related enhancements, Participations, Supplemental Certificates and the Transferor Certificate,

·   obtaining any credit enhancement or entering into any enhancement contract necessary to issue certificates, and

·   engaging in related activities.

The Owner Trusts

Each class of notes will be issued by an owner trust. Each owner trust will be formed as a statutory trust under the laws of the State of Delaware under a Trust Agreement. The master trust will issue a collateral certificate that will be deposited by Target Receivables Corporation in an owner trust under a Deposit and Administration Agreement. Target Receivables Corporation will be the administrator of each owner trust. Each owner trust will be the certificateholder of a collateral certificate. The descriptions of the collateral certificates in this prospectus and in the prospectus supplement are important to purchasers of notes because a collateral certificate will be the primary asset of each owner trust. The terms and provisions of a collateral certificate, including the payment terms, will be reflected in the terms and provisions of the notes secured thereby. The notes of each owner trust will be issued under an Indenture between the owner trust and the related Indenture Trustee. The notes of each owner trust will be secured by a collateral certificate and the other collateral pledged by the owner trust to secure those notes pursuant to the related Indenture, which may include a reserve account for the benefit of one or more classes of notes.

The activities of each owner trust will be initially limited to:

·acquiring and holding a collateral certificate,

·issuing notes under a single Indenture,

·making payments on the notes,

·entering into swap agreements to convert specified cash flows from one form to another, and

·engaging in other activities that are appropriate to accomplish those goals.

2

Target Corporation

Target Corporation, referred to in this prospectus as Target, is one of America’s largest general merchandise retailers with 1,400 Target stores in 47 states as of October 2005. It is a public company and is listed on the New York Stock Exchange and the Pacific Stock Exchange under the symbol TGT.

Target’s revenues and net earnings from continuing operations for the past three fiscal years are as follows (in millions):

	2004		2003		2002
Revenues	$	46,839	$	42,025	$	37,410
Net Earnings	$	1,885	$	1,619	$	1,376

Target National Bank

Target National Bank, formerly known as Retailers National Bank, is chartered as a national banking association and is subject to regulation and supervision by the Office of the Comptroller of the Currency. Target National Bank is a wholly owned subsidiary of Target. It was formed on January 7, 1994 to streamline Target’s credit operations by eliminating inefficiencies associated with the different retail credit regulations of the various states in which Target operates. Target National Bank issues and services the private label Target Card and Target VISA.

For a detailed description of the Target National Bank credit card business and the master trust portfolio, see “Target National Bank’s Credit Card Business” and “The Master Trust Portfolio” in the prospectus supplement.

Target Financial Services

Target Financial Services, referred to herein as TFS, is a division of Target. TFS contracts to perform many of the services which Target National Bank, as servicer, and Target Receivables Corporation, as administrator, would typically perform. These services include:

·marketing,

·implementation of underwriting,

·implementation of transaction authorizations,

·guest services,

·collections, and

·systems support.

Target National Bank has developed or adopted systems and specifications for underwriting and authorizations and determines the underwriting standards to which TFS must adhere.

TFS operates out of its primary facility in Minneapolis, Minnesota and an additional facility in Tempe, Arizona.

Target Capital Corporation

Target Capital Corporation, referred to herein as TCC, was formed in Minnesota on September 27, 1994, for general business purposes. TCC is a wholly owned subsidiary of Target.

3

Target Receivables Corporation

Target Receivables Corporation, referred to herein as TRC, is a wholly owned subsidiary of TCC. It was formed in Minnesota on May 15, 1995 for limited purposes, including:

·buying, holding and selling receivables,

·transferring receivables to one or more trusts pursuant to one or more pooling and servicing agreements, and

·engaging in other related activities.

TCC’s and TRC’s respective boards of directors do not intend to change these business purposes.

The Master Trust Trustee

Wells Fargo Bank, National Association is the Master Trust Trustee under the Pooling and Servicing Agreement. The Corporate Trust Department of the Master Trust Trustee is located at Sixth and Marquette, MAC N9311-161, Minneapolis, Minnesota 55479.

The Master Trust Trustee undertakes to perform the duties described in the Pooling and Servicing Agreement, including examining documents furnished to the Master Trust Trustee to determine whether they conform on their face to the requirements of the Pooling and Servicing Agreement, authenticating certificates, establishing and maintaining accounts for the master trust and providing notices to certificateholders.

The Master Trust Trustee and its affiliates may:

·enter into normal banking and trust relationships with the transferor, the servicer and their affiliates,

·hold certificates of any series in its name but will not be allowed to participate in any decisions or instructions to be given to the master trust by certificateholders as a group,

·appoint a co-trustee or separate trustees for all or any part of the master trust, or

·resign at any time.

If the Master Trust Trustee appoints a co-trustee or separate trustees, all rights, powers, duties and obligations of the Master Trust Trustee will be conferred or imposed on the Master Trust Trustee and each separate trustee or co-trustee jointly. In any jurisdiction in which the Master Trust Trustee is incompetent or unqualified to perform some acts, those rights, powers, duties and obligations will be conferred or imposed on each separate trustee or co-trustee individually. If so, each separate trustee or co-trustee will exercise and perform those rights, powers, duties and obligations only at the direction of the Master Trust Trustee.

If the Master Trust Trustee resigns, TRC will be required to appoint a successor trustee. The Master Trust Trustee may also be removed by the servicer if the Master Trust Trustee becomes ineligible to continue as a Master Trust Trustee under the Pooling and Servicing Agreement or if the Master Trust Trustee becomes insolvent. The servicer will then be required to appoint a successor trustee. Any resignation or removal of the Master Trust Trustee and appointment of a successor trustee will not become effective until the successor trustee accepts the appointment.

4

Description of the Notes

General

The notes from each owner trust offered through this prospectus and the prospectus supplement will be issued in one or more “classes,” one or more of which may be senior notes, and one or more of which may be subordinated notes or other interests in the owner trust that provide enhancement for senior notes.  Each class of notes will be an obligation of a specified owner trust, the primary asset of which will be a single collateral certificate issued by the master trust through the Pooling and Servicing Agreement and the related Series Supplement. The notes of an owner trust will be issued under an Indenture, entered into by the owner trust and the Indenture Trustee. The prospectus supplement for the notes of each owner trust describes any provisions of those notes supplementing the information in this prospectus.

Following is a summary describing the material provisions common to the notes of each owner trust. If you are purchasing notes, the prospectus supplement describes any additional provisions thereof supplementing the information in this prospectus. This prospectus and the prospectus supplement do not contain all information about your notes. For a detailed description of all the provisions of your notes, also read the related Indenture, the related Trust Agreement, the related Deposit and Administration Agreement, the Pooling and Servicing Agreement and the related Series Supplement.

Each class of notes will have the right to receive a specified portion of each distribution of principal or interest or both. Each class of notes may differ from other classes in some aspects, including:

·maturity date,

·interest rate, and

·availability and amount of enhancement.

Notes offered through this prospectus and the prospectus supplement will be:

·represented by global notes registered in the name of DTC or its nominee,

·available for purchase in minimum denominations and integral multiples of $1,000, and

·available for purchase in book-entry form only.

The notes in book-entry form, in which you will hold a beneficial interest, as described under “—Book-Entry Registration,” are “global securities.”  The prospectus supplement will specify if:

·one or more classes of notes of your owner trust may be issued in a different form, and

·your notes have any other characteristics different from those listed above.

Notes described in this prospectus and in the prospectus supplement may include uncertificated interests in the owner trust, such as an uncertificated subordinated class of notes that provide enhancement for other classes of notes. The prospectus supplement will specify if any uncertificated interests are issued by your owner trust.

The prospectus supplement may state that application will be made to list your notes on a stock exchange in Europe.

Payments will be made to noteholders in whose names the notes were registered on the Record Date specified in the prospectus supplement.

Principal and Interest on the Notes

The prospectus supplement will describe the timing and priority of payment, seniority, allocations of losses, interest rate and amount of or method of determining payments of principal and interest on each

5

class of notes issued by your owner trust. Your right to receive payments of principal and/or interest may be senior or subordinate to the rights of holders of any other class or classes of notes issued by your owner trust, as described in the prospectus supplement. Payments of interest on the class or classes of notes issued by your owner trust specified in the prospectus supplement may be made prior to payments of principal. The dates for payments of interest and principal on the class or classes of notes issued by your owner trust specified in the prospectus supplement may be different from the Transfer Dates for the collateral certificate pledged to secure payment of your notes.

Your notes may have fixed principal payment schedules. In that event, you would be entitled to receive on each specified Distribution Date the applicable amount of principal designated to be repaid, in the manner and to the extent described in the prospectus supplement.

Payments to all the noteholders of each class will have the same priority. Under some circumstances, there may not be sufficient amounts available to pay the amount of interest which is required to be paid to all the noteholders of your class. In that event, you will receive a ratable share, based upon the aggregate amount of interest due to your class, of the aggregate amount available for distribution of interest on the class or classes of notes issued by your owner trust specified in the prospectus supplement.

If your owner trust issues two or more classes of notes, the sequential order and priority of payment of principal and interest, and any schedule or formula or other provisions for determining the amount of principal and interest of each class will be described in the prospectus supplement. Payments of principal and interest on any class of notes will be made equally among all the noteholders of that class based on the principal amount of notes held by each of those noteholders.

The Indentures

Your owner trust will issue one or more classes of notes under an Indenture. A form of Indenture has been filed as an exhibit to the Registration Statement.

Events of Default; Rights Upon Event of Default.With respect to the notes of any owner trust, “Events of Default” will be described in the prospectus supplement.

Following the occurrence of an Event of Default, the Indenture Trustee or holders of a majority in principal amount of the class or classes of notes of your owner trust may pursue remedies, including the sale of owner trust property as specified in the prospectus supplement. However, the Indenture Trustee is prohibited from selling any owner trust property following an Event of Default, unless:

·the holders of all the notes with respect to which the Event of Default has occurred consent to the sale,

·the proceeds of the sale are sufficient to pay in full the principal and the accrued interest on the affected notes at the date of the sale, or

·there has been an Event of Default arising from a failure to make a required payment of principal or interest on the affected notes, and the Indenture Trustee:

—determines that the proceeds of the owner trust property would not be sufficient to make all payments on the notes when those payments would have become due if the obligations had not been declared due and payable, and

—obtains the consent of the holders of sixty-six and two-thirds percent of the outstanding principal amount of the notes.

If an Event of Default occurs and is continuing, the Indenture Trustee for your owner trust will not be obligated to exercise any of the rights or powers under the related Indenture at the request or

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direction of any noteholders of your owner trust, if the Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with that request. Subject to the provisions for indemnification and other limitations contained in the related Indenture, a majority of the noteholders of your owner trust:

·will have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee, and

·may, in some cases, waive any default with respect to their notes, except a default:

—in the payment of principal or interest, or

—in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of all the holders of the class or classes of notes of your owner trust specified in the related Indenture.

The Indenture Trustee’s right to sell the related collateral certificate will be subject to restrictions on transferability described in the related Series Supplement, including:

·a requirement that no more than ninety-five persons hold interests in the master trust (including the collateral certificate) that have been issued without an opinion that for federal income tax purposes those interests would be treated as debt,

·limitations on the nature of the potential purchasers of the collateral certificate, including, for example, that:

—any purchaser that is not a U.S. person must certify that its ownership of the collateral certificate is effectively connected with a trade or business within the United States,

—any potential purchaser that is a partnership, Subchapter S corporation or grantor trust for federal income tax purposes will be required to represent that its interest in the collateral certificate represents less than a specified percentage of the value of its assets, and

—a potential purchaser must not be an employee benefit plan, a Plan or any entity whose underlying assets include “plan assets,” and

·a requirement that each purchaser of an interest in the collateral certificate deliver to the Master Trust Trustee and TRC an investment letter relating to compliance with applicable securities laws and other restrictions described in the applicable Series Supplement.

In general, the Indenture Trustee will enforce the rights and remedies of the related holders of accelerated notes. However, holders of affected notes will have the right to institute any proceeding with respect to the related Indenture if the following conditions are met:

·a holder gives the Indenture Trustee written notice of a continuing Event of Default,

·the holders of at least 25% in aggregate principal amount of the outstanding notes make a written request of the Indenture Trustee to institute a proceeding as Indenture Trustee,

·the holders offer indemnity reasonably satisfactory to the Indenture Trustee against the costs, expenses and liabilities of instituting a proceeding,

·the Indenture Trustee has not instituted a proceeding within 60 days after receipt of the request and offer of indemnification, and

·the Indenture Trustee has not received from the holders of a majority in aggregate principal amount of the outstanding notes a direction inconsistent with the request.

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In addition, in all circumstances, if the owner trust fails to pay interest or principal when due and payable after specified cure periods, the holders of the notes will have the right to sue the owner trust to force payment to be made.

The Indenture Trustee and the noteholders, by accepting the notes, will agree that they will not institute against the owner trust or the master trust any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

The Indenture Trustee, the Owner Trustee, and TRC as owner of the equity interest in the owner trust will not be personally liable for the payment of the principal of or interest on the notes or for the agreements of the owner trust contained in the Indenture.

Modification of Indenture.   The owner trust and the Indenture Trustee may, with the consent of the holders of a majority of the notes, execute a supplemental indenture to add provisions to, change in any manner or eliminate any provisions of, the Indenture, or modify in any manner the rights of the noteholders.

The owner trust and the Indenture Trustee may, without the consent of the holders of any notes, enter into one or more supplemental indentures for any of the following purposes:

·to correct the description of any property or to add to the property pledged to secure the notes,

·to reflect the agreement of another person to assume the role of the owner trust,

·to add to the covenants of the owner trust, for the benefit of the holders of the notes, or to surrender any right or power of the owner trust,

·to transfer or pledge any property to the Indenture Trustee,

·to cure any ambiguity or supplement any provision in any Indenture that may be inconsistent with any other provision in that Indenture if that action would not materially and adversely affect the interests of the holders of the notes,

·to appoint a successor Indenture Trustee with respect to the notes,

·to modify, eliminate or add to the provisions of the Indenture as necessary to qualify the Indenture under the Trust Indenture Act of 1939, or

·to designate a stated interest rate and other provisions applicable to any subordinated interests issued thereunder; provided that those other provisions will not have a material adverse effect on the senior notes.

The owner trust and the Indenture Trustee will not enter into any supplemental indenture that would:

·cause the owner trust 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

·cause a taxable event that would cause the beneficial owner of any outstanding notes to recognize gain or loss.

Certain Covenants of the Owner Trust

The owner trust will not:

·except as expressly permitted by the Indenture, the Deposit and Administration Agreement and the Trust Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the owner trust,

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·claim any credit on or make any deduction from the principal or interest payable in respect of the notes (other than amounts withheld under the Internal Revenue Code of 1986, as amended (the “Code”) or applicable state law) or assert any claim against any present or former holder of the notes because of the payment of taxes levied or assessed on the owner trust,

·permit the validity or effectiveness of the Indenture to be impaired or permit any person to be released from any covenants or obligations with respect to the notes under the Indenture except as permitted by the Indenture,

·permit any lien, claim, or security interest to be created on the assets of the owner trust, or

·permit the lien of the Indenture not to constitute a valid first priority security interest in the owner trust property.

Annual Compliance Statement.   The owner trust will be required to present to the Indenture Trustee each year a written statement as to the performance of its obligations under the Indenture.

Indenture Trustee’s Annual Report.   The Indenture Trustee will be required to mail to the noteholders each year a brief report relating to its eligibility and qualification to continue as Indenture Trustee under the Indenture, the property and funds physically held by the Indenture Trustee and any action it took that materially affects the notes and that has not been previously reported.

List of Noteholders.   Upon the issuance of Definitive Notes, noteholders evidencing not less than 10% of the aggregate outstanding principal amount of the notes may obtain access to the list of noteholders the Indenture Trustee maintains for the purpose of communicating with other noteholders. The Indenture Trustee may elect not to allow the requesting noteholders access to the list of noteholders if it agrees to mail the requested communication or proxy, on behalf and at the expense of the requesting noteholders, to all noteholders of record.

Satisfaction and Discharge of Indenture.   An Indenture will be discharged with respect to the notes upon the delivery to the Indenture Trustee for cancellation of all the notes or, with specific limitations, upon deposit with the Indenture Trustee of funds sufficient for the payment in full of all the notes.

The Indenture Trustee

The Indenture Trustee for your notes is identified in the prospectus supplement. Under the terms of an Indenture, the owner trust agrees to cause the Administrator to pay to the Indenture Trustee reasonable compensation for performance of its duties under the related Indenture. The Indenture Trustee for your notes has agreed to perform only those duties specifically set forth in the Indenture for your notes. Many of the duties of the Indenture Trustee for your notes are described throughout this prospectus and the prospectus supplement.

Under the terms of each Indenture, the limited responsibilities of the related Indenture Trustee include the following:

·to deliver to noteholders of record notices, reports and other documents received by the Indenture Trustee, as required under the Indenture;

·to authenticate, deliver, cancel and otherwise administer the notes;

·to maintain custody of the related collateral certificate;

·to maintain control of the owner trust accounts for the benefit of the noteholders and to maintain accurate records of activity in those accounts;

·to invest funds on deposit in the owner trust accounts at the direction of the Administrator;

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·to represent the noteholders in interactions with clearing agencies and other similar organizations;

·to distribute and transfer funds at the direction of the owner trust in accordance with the terms of the Indenture;

·to periodically report on and notify noteholders of certain matters relating to actions taken by the Indenture Trustee, property and funds that are possessed by the Indenture Trustee, and other similar matters; and

·to perform certain other administrative functions identified in the Indenture.

In addition, the Indenture Trustee for your notes has the discretion to institute and maintain suits to protect the interest of the noteholders in the related collateral certificate. An Indenture Trustee is not liable for any errors of judgment as long as the errors are made in good faith and the Indenture Trustee was not negligent. An Indenture Trustee is not responsible for any investment losses to the extent that they result from permitted investments. An Indenture Trustee may rely on any document it believes to be genuine and signed or presented by the proper person. An Indenture Trustee is not obligated to investigate any information in any document received by it.

If an Event of Default occurs, in addition to the responsibilities described above, the related Indenture Trustee will exercise its rights and powers under the applicable Indenture to protect the interests of the noteholders using the same degree of care and skill as a prudent person would exercise in the conduct of that person’s own affairs. If an Event of Default occurs and is continuing, the related Indenture Trustee will be responsible for enforcing the agreements and the rights of the noteholders.

The Indenture Trustee for your notes may, under certain limited circumstances, have the right or the obligation to do the following:

·demand immediate payment by the owner trust of all principal and accrued interest on the notes issued under the Indenture;

·exercise remedies as a secured party;

·foreclose on the owner trust property;

·protect the interests of the noteholders in the related collateral certificate or the receivables in a bankruptcy or insolvency proceeding;

·prepare and send timely notice to noteholders of an Event of Default; and

·institute judicial proceedings for the collection of amounts due and unpaid.

Following an Event of Default, the majority holders of any class or classes of notes specified in the prospectus supplement will have the right to direct the related Indenture Trustee to exercise certain remedies available to the Indenture Trustee under the related Indenture. In that case, the Indenture Trustee may decline to follow the direction of the majority holders only if it determines that:  (1) the action is unlawful or conflicts with the Indenture, (2) the action would involve the Indenture Trustee in liability, or (3) the action might adversely affect the rights of any noteholders who have a right to consent but have not consented to that action.

An Indenture Trustee may resign at any time or the Administrator may remove the Indenture Trustee if it ceases to be eligible to continue as an Indenture Trustee under the related Indenture or if the Indenture Trustee becomes insolvent. The Administrator will then be obligated to appoint a successor Indenture Trustee for your notes. If an Event of Default occurs under an Indenture and the prospectus supplement provides that a given class of notes of your owner trust is subordinated to one or more other classes of notes of your owner trust, under the Trust Indenture Act of 1939, the Indenture Trustee may be deemed to have a conflict of interest and be required to resign as Indenture Trustee for one or more of

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those classes of notes. In that case, a successor Indenture Trustee will be appointed for one or more of those classes of notes and may provide for rights of senior noteholders to consent to or direct actions by the Indenture Trustee which are different from those of subordinated noteholders. Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee for the notes of any owner trust will not become effective until the successor Indenture Trustee accepts its appointment for those notes.

Certain Matters Regarding the Administrator

The Administrator will, to the extent provided in the Deposit and Administration Agreement, provide the notices and perform on behalf of the owner trust other administrative obligations required by the Indenture to be performed by the owner trust.

Amendments to Trust Agreement and Deposit and Administration Agreement

Parties to a Trust Agreement may amend the Trust Agreement, with notice to the rating agencies and without the consent of the related Indenture Trustee or the related noteholders, to cure any ambiguity or correct or supplement any of its provisions for the purpose of modifying the Trust Agreement or modifying the rights of the related noteholders; provided, however, that an amendment will not:

·as evidenced by an officer’s certificate from TRC addressed and delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interest of any noteholder, and

·as evidenced by an opinion of counsel, cause the owner trust to be classified as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

Parties to a Deposit and Administration Agreement may amend the Deposit and Administration Agreement, with notice to the rating agencies and with the consent of the related Indenture Trustee, but without the consent of the related noteholders for the purpose of adding any provisions to or changing or eliminating any provisions of the Deposit and Administration Agreement or modifying the rights of the related noteholders; provided, however, that such amendment will not:

·as evidenced by an officer’s certificate from TRC addressed and delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interest of any noteholder, and

·as evidenced by an opinion of counsel, cause the owner trust to be classified as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

In addition, a Trust Agreement or a Deposit and Administration Agreement may also be amended by the respective parties:

·with notice to the rating agencies,

·with the written consent of the related Indenture Trustee, and

·with the consent of the related holders of notes evidencing at least a majority of the then outstanding principal amount of the notes,

for the purpose of adding any provisions or changing in any manner or eliminating any provisions or modifying in any manner the rights of those noteholders, provided, however, that in the case of either agreement, no amendment may (1) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on a collateral certificate or distributions that are required to be made for the benefit of the noteholders or (2) reduce the percentage of the holders of notes which are required to consent to any such amendment, without the consent of the holders of all the outstanding notes.

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Defeasance

If so specified in the prospectus supplement for notes of an owner trust, the owner trust may, at its option, cause those notes to be defeased. Notes that have been defeased will no longer have the benefit of the security interest of the related Indenture Trustee in the related collateral certificate and the collateral certificate will be released from the lien of the related Indenture and transferred to TRC, subject to the satisfaction of any conditions specified in the prospectus supplement.

Termination

The obligations of the Administrator, TRC, the Owner Trustee and the Indenture Trustee under the related Indenture, Deposit and Administration Agreement and Trust Agreement will end upon the first to occur of:

·the payment to noteholders of the aggregate principal amount of the notes and all amounts required to be paid to them under the related Indenture, Deposit and Administration Agreement and Trust Agreement, and

·the Legal Maturity Date.

Form of Your Notes

Following is a description of the form your notes will take. We also describe how your notes will be transferred and how payments will be made to you.

DTC has informed TRC that its nominee will be Cede & Co. Accordingly, Cede & Co. is expected to be the holder of record of each class of book-entry notes. This means that you, as an owner of notes, will generally not be entitled to Definitive Notes representing your interest in the issued notes: you will own notes through a book-entry record maintained by DTC. References in this document to distributions, reports, notices and statements referred to in this document to be distributed to noteholders will be distributed to DTC or Cede & Co., as registered holder of the notes, for distribution to you in accordance with DTC procedures. All references in this document to actions by noteholders shall refer to actions taken by DTC upon instructions from DTC participants.

You may hold your notes through DTC in the U.S., Clearstream or Euroclear in Europe or in any other manner described in the prospectus supplement. You may hold your notes directly with one of these systems if you are a participant in the system, or indirectly through organizations which are participants.

DTC

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants, referred to in this prospectus as Direct Participants, deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, referred to in this prospectus as DTCC. DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation, and Emerging Markets Clearing

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Corporation (NSCC, FICC and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange, LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly, the latter referred to in this prospectus as an Indirect Participant. DTC has Standard & Poor’s highest rating:  AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtc.com and www.dtc.org.

Clearstream

Clearstream is incorporated under the laws of Luxembourg. Clearstream holds securities for Clearstream Customers and facilitates the clearance and settlement of securities transactions between Clearstream Customers through electronic book-entry changes in accounts of Clearstream Customers, thereby eliminating the need for physical movement of securities. Transactions may be settled through Clearstream in any of 36 currencies, including United States dollars. Clearstream provides to its Clearstream Customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream also deals with domestic securities markets in over 30 countries through established depository and custodial relationships. Clearstream is registered as a bank in Luxembourg and, as such, is subject to regulation by the Commission de Surveillance du Secteur Financier, which supervises Luxembourg banks. Clearstream Customers are world-wide financial institutions including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters of any class of notes. Clearstream Customers in the U.S. are limited to securities brokers and dealers and banks. Currently, Clearstream has approximately 2,000 customers located in over 80 countries, including all major European countries, Canada and the United States. Indirect access to Clearstream is also available to other institutions that clear through or maintain a custodial relationship with an account holder of Clearstream. Clearstream has established an electronic bridge with Euroclear Bank, S.A./N.V. as the operator of the Euroclear system in Brussels to facilitate settlement of trades between Clearstream and Euroclear.

Euroclear

The Euroclear system was created in 1968 to hold securities of Euroclear Participants and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of securities and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of 34 currencies, including U.S. dollars. The Euroclear system includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described below. The Euroclear system is operated by Euroclear Bank, S.A./N.V., acting as the Euroclear operator, under contract with the Cooperative. All operations are conducted by the Euroclear operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator, not the Cooperative. The Cooperative establishes policy for the Euroclear system on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters of the notes offered through this document. Indirect access to the Euroclear system is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

The Euroclear operator has a banking license from the Belgian Banking and Finance Commission. As such, it is regulated and examined by the Belgian Banking and Finance Commission.

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Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear system and applicable Belgian law. These terms and conditions govern transfers of securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear system, and receipts of payments with respect to securities in the Euroclear system. All securities in the Euroclear system are held on a fungible basis without attribution of specific notes to specific securities clearance accounts. The Euroclear operator acts under these terms and conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding through Euroclear Participants.

Book-Entry Registration

Cede & Co., as DTC’s nominee, will hold the global notes. Clearstream and Euroclear will hold omnibus positions on behalf of Clearstream Customers and Euroclear Participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries. These depositaries will in turn hold these positions in customers’ securities accounts in the depositaries’ names on DTC’s books.

Transfers between DTC participants will occur in accordance with DTC rules. Transfers between Clearstream Customers and Euroclear Participants will occur in the ordinary way in accordance with their applicable rules and operating procedures. Cross-market transfers between persons holding notes directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream Customers or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its depositary. However, these cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in the system in accordance with its rules and procedures, and within its established European time deadlines. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its depositary to take action to effect final settlement on its behalf by delivering or receiving notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Customers and Euroclear Participants may not deliver instructions directly to the depositaries.

Because of time-zone differences, credits of notes in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and such credits or any transactions in such notes settled during such processing will be reported to the relevant Clearstream Customers or Euroclear Participants on such day. Cash received in Clearstream or Euroclear as a result of sales of notes by or through a Clearstream Customer or a Euroclear Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Your purchases of notes under the DTC system must be made by or through DTC participants, which will receive a credit for the notes on DTC’s records. Your ownership interest is in turn recorded on the DTC participants’ and indirect participants’ records. You will not receive written confirmation from DTC of their purchase, but you can expect to receive written confirmation providing details of the transaction, as well as periodic statements of your holdings, from the DTC participant or indirect participant through which you entered into the transaction. Transfers of ownership interests in the notes are accomplished by entries made on the books of DTC participants acting on behalf of you and other noteholders. You will not receive notes representing your ownership interest in the notes offered through this document, except in the event that use of the book-entry system for these notes is discontinued.

To facilitate subsequent transfers, all notes deposited by DTC participants with DTC are registered in the name of DTC’s nominee, Cede & Co. The deposit of notes with DTC and their registration in the name of Cede & Co. effects no change in beneficial ownership. DTC has no knowledge

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of the actual owners of the notes; DTC’s records reflect only the identity of the DTC participants to whose accounts the notes are credited, which may or may not be the actual note owners. DTC participants remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to DTC participants, by DTC participants to indirect participants, and by DTC participants and indirect participants to noteholders will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither DTC nor Cede & Co. will consent or vote with respect to these notes. Under its usual procedures, DTC mails an omnibus proxy to TRC as soon as possible after the Record Date, which assigns Cede & Co.’s consenting or voting rights to those DTC participants to whose accounts these notes are credited on the relevant Record Date.

Principal and interest payments on these notes will be made to DTC. DTC’s practice is to credit DTC participants’ accounts on the applicable Distribution Date in accordance with their respective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payment on such Distribution Date. Payments by DTC participants to noteholders will be governed by standing instructions and customary practices, as is the case with notes held for the accounts of customers in bearer form or registered in “street name” and will be the responsibility of such DTC participant and not of DTC, the Master Trust Trustee, the Indenture Trustee, the Owner Trustee or TRC, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the paying agent, disbursement of these payments to DTC participants shall be the responsibility of DTC, and disbursement of such payments to noteholders shall be the responsibility of DTC participants and indirect participants.

DTC may discontinue providing its services as securities depository for these notes at any time by giving reasonable notice to TRC, the Master Trust Trustee or the Indenture Trustee. If this occurs, in the event that a successor securities depository is not obtained, Definitive Notes will be printed and delivered. TRC may decide to discontinue use of the system of book-entry transfers through DTC or a successor securities depository. In that event, Definitive Notes will be delivered to each noteholder. See “—Definitive Notes” for a description of the circumstances under which Definitive Notes will be issued.

Distributions on notes held through Clearstream or Euroclear will be credited to the cash accounts of Clearstream Customers or Euroclear Participants in accordance with the relevant system’s rules and procedures, to the extent received by its depositary. Such distributions will be subject to tax reporting in accordance with relevant U.S. tax laws and regulations as described under “Federal Income Tax Consequences.”  Clearstream or the Euroclear operator, as the case may be, will take any other action permitted to be taken by a noteholder under the Indenture on behalf of a Clearstream Customer or Euroclear Participant only in accordance with its relevant rules and procedures and subject to its depositary’s ability to effect such actions on its behalf through DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of notes among their participants, they are under no obligation to perform or continue to perform these procedures and these procedures may be discontinued at any time.

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Definitive Notes

Although the prospectus supplement may indicate that one or more classes of notes of your owner trust may be issued in a different form, it is expected that notes offered through this prospectus will be issued in book-entry form. If your notes are initially issued in book-entry form, Definitive Notes in fully registered, certificated form will not be issued to any party other than DTC or its nominee unless:

·the owner trust advises the related Indenture Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to your notes, and the Indenture Trustee or the owner trust is unable to locate a qualified successor,

·the owner trust, at its option, advises the Indenture Trustee for your notes in writing that it elects to terminate the book-entry system through DTC, or

·after the occurrence of a Servicer Default or an Event of Default, noteholders representing not less than 50%—or such other percentage specified in the related Indenture—of the outstanding principal amount of the notes advise the Indenture Trustee and DTC, through DTC participants, in writing of such Servicer Default or Event of Default and DTC notifies the Indenture Trustee that the continuation of a book-entry system through DTC or its successor is no longer in the best interests of the noteholders.

If any of these events occur, DTC must notify all DTC participants of the availability through DTC of Definitive Notes. Upon surrender by DTC of the definitive note representing your notes and instructions for re-registration, the Indenture Trustee will recognize the holders of Definitive Notes as holders under the Indenture.

The Indenture Trustee will make payments of interest and principal on notes that are Definitive Notes out of finance charge and principal collections that are allocated to the collateral certificate deposited in the related owner trust and received by the owner trust. Payments will be made directly to holders of Definitive Notes in accordance with the procedures set forth in this prospectus and any related Indenture. Payments on each Distribution Date will be made to holders in whose names the Definitive Notes were registered at the close of business on the related Record Date. If you own Definitive Notes in an amount greater than a minimum level stated in the Indenture, payments of principal and interest will be sent to you via wire transfer. If you own less than this minimum level of Definitive Notes, payments will be made by check and mailed to you at an address maintained by the Indenture Trustee.

The final payment on any note, whether a Definitive Note or a note registered in the name of DTC or its nominee, will be made only upon presentation and surrender of the note at the office or agency specified in the notice of final distribution to noteholders. The Indenture Trustee will provide this notice to registered noteholders no later than the fifth day of the month in which the final distribution will occur. If the notes are listed on a stock exchange in Europe, payments of principal and interest, including the final payment on any note, may also be made at the offices of the paying agent designated by the owner trust in the listing jurisdiction.

Definitive Notes will be transferable and exchangeable at the offices of any of the transfer agents and registrars, which shall initially be the Indenture Trustee. No service charge will be imposed for any registration of transfer or exchange, but the transfer agent and registrar may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection with the transfer or exchange. The transfer agent and registrar shall not be required to register the transfer or exchange of Definitive Notes for a period of fifteen days preceding the due date for any payment on the Definitive Notes.

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Initial Settlement

All notes will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the notes will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC. As a result, Clearstream and Euroclear will hold positions on behalf of their participants through their respective depositaries, which will hold positions in accounts as DTC participants.

Custody accounts of investors who elect to hold notes through DTC will be credited with their holdings against payment in same-day funds on the settlement date.

Investors who elect to hold notes through Clearstream or Euroclear accounts will follow the settlement procedures that apply to conventional eurobonds, except that there will be no temporary global note and no “lock-up” or restricted period. Notes will be credited to the securities custody accounts on the settlement date against payment in same-day funds.

Secondary Market Trading

Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Trading between DTC participants.   Secondary market trading between investors holding notes through DTC will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations. Secondary market trading between DTC participants will be settled in same-day funds.

Trading between Clearstream Customers and/or Euroclear Participants.   Secondary market trading between investors holding notes through Clearstream and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional eurobond practice (i.e., seven calendar day settlement). Secondary market trading between Clearstream Customers or Euroclear Participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Trading between DTC seller and Clearstream or Euroclear purchaser.   When notes are to be transferred from the account of a DTC participant to the account of a Clearstream Customer or a Euroclear Participant, the purchaser will send instructions to Clearstream or Euroclear through a Clearstream Customer or Euroclear Participant at least one business day prior to settlement. Clearstream or Euroclear will instruct the respective depositary, as the case may be, to receive the notes against payment. Payment will include interest accrued on the notes from and including the last coupon payment date to and excluding the settlement date. Payment will then be made by the respective depositary to the DTC participant’s account against delivery of the notes. After settlement has been completed, the notes will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream Customer’s or Euroclear Participant’s account. The notes credit will appear the next day, European time, and the cash debit will be back-valued to, and the interest on the notes will accrue from, the value date which would be the preceding day when settlement occurred in New York. If settlement is not completed on the intended value date, i.e., the trade fails, the Clearstream or Euroclear cash debit will be valued instead as of the actual settlement date.

Clearstream Customers and Euroclear Participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to pre-position funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear. Under this approach, they may take on credit exposure to Clearstream or Euroclear until the notes are credited to their accounts one day later.

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As an alternative, if Clearstream or Euroclear has extended a line of credit to them, Clearstream Customers or Euroclear Participants can elect not to pre-position funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearstream Customers or Euroclear Participants purchasing notes would incur overdraft charges for one day, assuming they cleared the overdraft when the notes were credited to their accounts. However, interest on the notes would accrue from the value date. Therefore, in many cases the investment income on the notes earned during that one-day period may substantially reduce or offset the amount of such overdraft charges, although this result will depend on each Clearstream Customer’s or Euroclear Participant’s particular cost of funds.

Since the settlement is taking place during New York business hours, DTC participants can use their usual procedures for sending notes to the respective depositary for the benefit of Clearstream Customers or Euroclear Participants. The sale proceeds will be available to the DTC seller on the settlement date. In this way, to the DTC participant a cross-market transaction will settle no differently than a trade between two DTC participants.

Trading between Clearstream or Euroclear seller and DTC purchaser.   Due to time zone differences in their favor, Clearstream Customers and Euroclear Participants may employ their customary procedures for transactions in which notes are to be transferred by the respective clearing system, through the respective depositary, to a DTC participant. The seller will send instructions to Clearstream or Euroclear through a Clearstream Customer or Euroclear Participant at least one business day prior to settlement. In these cases, Clearstream or Euroclear will instruct the respective depositary, as appropriate, to deliver the bonds to the DTC participant’s account against payment. Payment will include interest accrued on the notes from and including the last coupon payment date to and excluding the settlement date. The payment will then be reflected in the account of the Clearstream Customer or Euroclear Participant the following day, and receipt of the cash proceeds in the Clearstream Customer’s or Euroclear Participant’s account would be back-valued to the value date which would be the preceding day, when settlement occurred in New York. Should the Clearstream Customer or Euroclear Participant have a line of credit with its respective clearing system and elect to be in debit in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft charges incurred over that one-day period. If settlement is not completed on the intended value date, i.e., the trade fails, receipt of the cash proceeds in the Clearstream Customer’s or Euroclear Participant’s account would instead be valued as of the actual settlement date. Finally, day traders that use Clearstream or Euroclear and that purchase notes from DTC participants for delivery to Clearstream Customers or Euroclear Participants should note that these trades would automatically fail on the sale side unless affirmative action were taken. At least three techniques should be readily available to eliminate this potential problem:

·borrowing through Clearstream or Euroclear for one day - until the purchase side of the day trade is reflected in their Clearstream or Euroclear accounts - in accordance with the clearing system’s customary procedure,

·borrowing the notes in the U.S. from a DTC participant no later than one day prior to settlement which would give the notes sufficient time to be reflected in their Clearstream or Euroclear account in order to settle the sale side of the trade, or

·staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one day prior to the value date for the sale to the Clearstream Customer or Euroclear Participant.

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Description of the Certificates

General

The primary asset of each owner trust will be a collateral certificate issued by the master trust and pledged to secure the notes of that owner trust. Each collateral certificate will generally be a single investor certificate representing an interest in the assets of the master trust which consists primarily of receivables in consumer open-end credit card accounts. References in this section to a series of certificates encompass a collateral certificate as well as a series comprised of classes of investor certificates sold publicly or privately directly to investors or retained by TRC. References herein to “your series of certificates” or “your collateral certificate” means the collateral certificate pledged to your owner trust to secure the payment obligations on your notes. Each series of certificates will represent an interest in the master trust distinct from the Transferor Certificate, the Participation held by Target National Bank and any other series of certificates issued by the master trust. Each series of certificates will be issued through the Pooling and Servicing Agreement and a Series Supplement.

Allocation of Master Trust Assets

The assets of the master trust are allocated among:

·each series of certificates,

·the holder of the Transferor Certificate and, if applicable, the holders of any Supplemental Certificates, and

·the holders of Participations.

Each series of certificates represents interests in the assets of the master trust. Each series of certificates will receive varying amounts of collections of Principal Receivables and Finance Charge Receivables, and will also be allocated a varying portion of receivables in defaulted accounts written off during each month. The prospectus supplement describes how these amounts are allocated to your series of certificates.

As a noteholder, your right to collections is limited to the amounts allocated to your series of certificates and received by or on behalf of the owner trust and available under the terms of your notes to make required payments to you. Collections allocated to your series of certificates might be shared with other series of certificates. The prospectus supplement, the Pooling and Servicing Agreement and the Series Supplement explain how collections will be allocated to, or reallocated from, your series of certificates.

Each series of certificates may be included in a group of series. Each series in a group may share Excess Finance Charge Collections among themselves. The prospectus supplement will state if your series of certificates is in a group. In addition, the prospectus supplement will state whether your series of certificates is entitled to Shared Principal Collections, Shared Transferor Principal Collections or Excess Transferor Finance Charge Collections.

Each series of certificates represents interests in the master trust only and does not represent interests in or recourse obligations of Target, Target National Bank, TCC, TRC or any of their affiliates. A note is not a deposit and none of the notes, the series of certificates, the underlying accounts or the receivables are insured or guaranteed by the FDIC or any other governmental agency.

The Transferor Certificate

The Transferor’s Interest in the master trust is evidenced by the Transferor Certificate and any Supplemental Certificates. The Transferor Certificate represents the undivided interest in the master trust

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not represented by any series of certificates or the rights of any enhancement providers to receive payments from the master trust or any Supplemental Certificate or Participation. The holder of the Transferor Certificate will be allocated a portion of all collections of Principal Receivables and Finance Charge Receivables. The holder of the Transferor Certificate will also receive Excess Finance Charge Collections, Shared Principal Collections and certain other amounts allocated to each series of certificates that are not applied to make payments to any series of certificates. TRC currently holds the Transferor Certificate.

Supplemental Certificates

The Pooling and Servicing Agreement provides that the transferor may exchange a portion of the Transferor Certificate for one or more Supplemental Certificates representing an interest in the Transferor’s Interest for transfer or assignment to a person named by the transferor after the execution and delivery of a supplement to the Pooling and Servicing Agreement, only if:

·the Rating Agency Condition is satisfied,

·the Transferor Amount, excluding the interest represented by any Supplemental Certificate, will not be less than the Required Retained Transferor Amount as of the date of the exchange, and

·the transferor delivers to the Master Trust Trustee and each rating agency, with respect to any class of certificates or notes, a tax opinion.

Any Supplemental Certificates may be transferred or assigned upon satisfaction of the first and third bullet points above. Currently, no Supplemental Certificates have been issued.

Participations

The Pooling and Servicing Agreement provides for one or more participation supplements under which the transferor may require the Master Trust Trustee to issue one or more Participations on behalf of the master trust. Each Participation will entitle its holder to a specified percentage of collections of Principal Receivables and Finance Charge Receivables and any other assets of the master trust that the holder of any Participation is entitled to under a participation supplement to the Pooling and Servicing Agreement.

A Participation may be issued only upon the satisfaction of the following conditions:

·the Rating Agency Condition is satisfied,

·the Transferor Amount, excluding the interest represented by any Supplemental Certificate, will not be less than the Required Retained Transferor Amount, and

·the transferor delivers to the Master Trust Trustee and each rating agency, with respect to any class of certificates or notes, a tax opinion, dated the date of the issuance.

Any Participation may be transferred or exchanged upon the satisfaction of the first and third bullet points above. The master trust has issued a Participation to Target National Bank.

Interest Allocations

From the date of issuance of a series of certificates, interest will accrue on the related principal balance of the series of certificates, at the interest rate specified in the prospectus supplement. The interest rate may be a fixed, floating or variable rate as specified in the prospectus supplement. Interest will be distributed to the owner trust on the Distribution Dates specified in the prospectus supplement.

Interest payments on any Distribution Date will generally be funded from collections of Finance Charge Receivables allocated to the applicable series of certificates during the previous Monthly Period.

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Interest payments on any Distribution Date may also be funded, to the extent specified in the prospectus supplement, from:

·investment earnings on funds held in accounts of the master trust,

·Excess Finance Charge Collections and Excess Transferor Finance Charge Collections,

·any applicable enhancement, if necessary, or

·other amounts as specified in the prospectus supplement.

If the Distribution Date for payment of interest for a series of certificates occurs less frequently than monthly, any collections or other amounts may be deposited in one or more master trust accounts for distribution to that series of certificates.

Principal Allocations

Principal payments for any series of certificates will be funded from collections of Principal Receivables allocated to the applicable series of certificates and, if that series of certificates has been designated as a principal sharing series, from Shared Principal Collections. In addition, at its option, the transferor as holder of the Transferor Certificate may elect to apply Shared Transferor Principal Collections to that series of certificates to the extent that required principal deposits or payments exceed collections of Principal Receivables allocable to that series of certificates, Shared Principal Collections, if applicable, and other sources as specified in the prospectus supplement.

The revolving period for each series of certificates will begin on the closing date for that series of certificates and end upon the commencement of the accumulation period or amortization period for that series of certificates. No principal payments will be made to a series of certificates during its revolving period, except to the extent specified in the prospectus supplement.

Following the revolving period, each series of certificates is expected to begin to accumulate principal or begin to distribute principal. The prospectus supplement describes the conditions under which the accumulation period or amortization period will begin for your series of certificates.

Principal will accumulate in a principal funding account if your series of certificates features an accumulation period and this period begins. During the accumulation period, collections of Principal Receivables and other amounts allocable to a series of certificates will be deposited in the principal funding account on each Distribution Date for payment on the expected final payment date for that series of certificates. If your series of certificates features a controlled accumulation period, the amount deposited in the principal funding account on each Distribution Date will be limited to a specified amount plus shortfalls in amounts specified to be deposited on prior Distribution Dates. If so specified in the prospectus supplement, the commencement of the accumulation period may be postponed and the accumulation period may be shortened.

Funds on deposit in any principal funding account may be invested in Eligible Investments or may have the benefit of a guaranteed rate or investment agreement or other arrangement intended to assure a specific rate of return on the investment of the funds. The prospectus supplement will specify if investment earnings shortfalls associated with amounts on deposit in the principal funding account will be covered by Excess Transferor Finance Charge Collections. These shortfalls may also be covered by funds in a reserve account if the transferor designates a reserve account funding date and funds are available for that purpose. A principal guaranty or other similar arrangement may be used to enhance the likelihood of the payment in full of the principal amount of a series of certificates on its expected final payment date. The accumulation period will end on the first to occur of:

·the day before the commencement of the early amortization period,

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·the date the invested amount is reduced to zero, and

·the legal maturity date.

If your series of certificates features a controlled amortization period and this period begins, principal will be paid to you in increments, up to the amount specified in the prospectus supplement. During the controlled amortization period, collections of Principal Receivables and other amounts allocable to a series of certificates, up to an amount specified in the prospectus supplement, will be paid to the owner trust that holds that series of certificates on each Distribution Date. The controlled amortization period will end on the first to occur of:

·the day before the commencement of the early amortization period,

·the date the invested amount is reduced to zero, and

·the legal maturity date.

If your series of certificates features a rapid accumulation period, certain events—which may be referred to as rapid accumulation events—will trigger the commencement of the rapid accumulation period for your series of certificates. If the rapid accumulation period begins for your series of certificates, the full amount of principal available to your series of certificates will be deposited in the principal funding account on each Distribution Date, up to the amount specified in the prospectus supplement. This accumulated principal will be paid to the owner trust that holds that series of certificates on the expected final payment date for your notes, or earlier if an event that is designated as an early amortization event occurs and the rapid accumulation period ends and an early amortization period begins.

Your series of certificates will begin to pay principal to your owner trust if an early amortization event occurs and an early amortization period begins for your series of certificates as described in the prospectus supplement. The prospectus supplement for any series of certificates will specify the early amortization events that apply to that series of certificates. You may begin receiving distributions of principal earlier than expected if an early amortization period begins before the scheduled amortization period or accumulation period or before the expected final payment date for your notes. This may shorten the average life of your notes.

Early Amortization Events

Early amortization events are comprised of events that will affect all series of certificates and notes and events that apply specifically to designated series of certificates and related notes. The prospectus supplement will describe the early amortization events for your series of certificates and indicate for each early amortization event whether it is an event which automatically triggers an early amortization period or an event which requires the vote of a majority of the affected noteholders or certificateholders or the Master Trust Trustee to trigger an early amortization period. If your series of certificates features a rapid accumulation period, certain events that may otherwise have been designated as early amortization events will be designated as rapid accumulation events and will cause the commencement of a rapid accumulation period rather than an early amortization period. See “Description of the Collateral Certificate—Early Amortization Events” in the prospectus supplement.

Defaulted Receivables and the Defaulted Amount

The servicer will charge-off receivables in accounts in accordance with the Credit Card Guidelines. See “Target National Bank’s Credit Card Business—Delinquency and Collections Procedures for Target National Bank Credit Cards” in the prospectus supplement. Defaulted Receivables are automatically removed from the master trust and may be sold after reconveyance to TRC.

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The Defaulted Amount for any Monthly Period will be an amount, not less than zero, equal to the amount of Defaulted Receivables for each day in that Monthly Period minus the sum of:

·the amount of any Defaulted Receivables for which the Transferor Amount is reduced because of the assignment of a principal balance of zero for purposes of determining the total amount of Principal Receivables or for which the servicer becomes obligated to accept assignment during that Monthly Period, in either case because of a breach of a representation, warranty or covenant contained in the Pooling and Servicing Agreement,

·the total amount of recoveries received in the Monthly Period for both Finance Charge Receivables and Principal Receivables which were previously charged-off as uncollectible, and

·the excess, if any, for the immediately preceding Monthly Period of the total amount subtracted under the preceding two bullet points over the amount of Principal Receivables that became Defaulted Receivables.

Each outstanding series of certificates issued by the master trust will be allocated a portion of the Defaulted Amount—referred to as the investor defaulted amount.

Dilution

The amount of the Principal Receivables in the master trust will be reduced if:

·the servicer adjusts downward the amount of any Principal Receivable (except Ineligible Receivables that have been or are to be reassigned to the transferor), because of a rebate, refund, counterclaim, defense, error, fraudulent charge or counterfeit charge to a cardholder,

·the Principal Receivable was created with respect to merchandise that was refused or returned by a cardholder, or

·the servicer adjusts downward the amount of any Principal Receivable without receiving collections or without charging off the amount as uncollectible, including downward adjustments under its optional balance protection program described under “Target National Bank’s Credit Card Business—Marketing Programs and Account Origination” in the prospectus supplement.

If the reduction of any Principal Receivables would cause the Transferor Amount, excluding the interest represented by any Supplemental Certificate, to be less than the Required Retained Transferor Amount, the transferor will be required to deposit an amount equal to such deficiency into the Special Funding Account.

Sharing of Excess Finance Charge Collections and Excess Transferor Finance Charge Collections

If your series of certificates is issued in a series designated as belonging to an Excess Finance Charge Collections sharing group, collections of Finance Charge Receivables and other amounts treated as collections of Finance Charge Receivables in excess of the amount required to make deposits or payments for your series of certificates will be made available to other series of certificates included in the same group, whose allocations of collections of Finance Charge Receivables and other amounts treated as collections of Finance Charge Receivables are not sufficient to make their required deposits or payments. These amounts are referred to as Excess Finance Charge Collections.

Excess Finance Charge Collections will be distributed to each series of certificates in the same Excess Finance Charge Collections sharing group based on the amount of the shortfall, if any, for that series of certificates relative to the amount of the shortfalls, if any, for each other series of certificates in that group. While any series of certificates issued by the master trust may be included in a group that

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shares Excess Finance Charge Collections, there can be no assurance that any other series of certificates will be included in that group or that there will be any Excess Finance Charge Collections available to that group for any Monthly Period.

Collections of Finance Charge Receivables allocable to the Transferor’s Interest will first be used to make payments on any Supplemental Certificates and then treated as Excess Transferor Finance Charge Collections. If so specified in the prospectus supplement, collections of Finance Charge Receivables allocated to a series of certificates but not used to make payments to that series of certificates may be treated as Excess Transferor Finance Charge Collections. If so specified in the prospectus supplement, Excess Transferor Finance Charge Collections may then be applied to cover investment earnings shortfalls associated with amounts on deposit in the principal funding account during the accumulation period. In addition, if so specified in the prospectus supplement, Excess Transferor Finance Charge Collections may be applied to cover any shortfalls in amounts payable after application of collections of Finance Charge Receivables and other amounts treated as collections of Finance Charge Receivables allocated to your series of certificates and Excess Finance Charge Collections allocated to your series of certificates from other series. Any Excess Transferor Finance Charge Collections remaining after covering shortfalls to all designated series of certificates will be treated as Shared Transferor Principal Collections.

There can be no assurance that the transferor will use Excess Transferor Finance Charge Collections to cover any shortfalls for your series of certificates or that there will be any Excess Transferor Finance Charge Collections in any Monthly Period. The prospectus supplement for your notes will specify if the transferor, as holder of the Transferor Certificate, has elected to apply Excess Transferor Finance Charge Collections to cover such shortfalls for your series of certificates.

Shared Principal Collections and Shared Transferor Principal Collections

The prospectus supplement will specify if collections of Principal Receivables and other amounts treated as collections of Principal Receivables allocated to a series of certificates for any Monthly Period, after required principal deposits or payments for that series of certificates, will be available to other series of certificates whose allocations of collections of Principal Receivables and other amounts treated as collections of Principal Receivables are not sufficient to make required principal deposits or payments for those series of certificates. Such shortfalls are referred to as Principal Shortfalls. These amounts plus any collections related to the purchase of or investments in a Participation are referred to as Shared Principal Collections. Shared Principal Collections permit coverage of Principal Shortfalls by using collections that would have otherwise been paid to the transferor. In some circumstances this sharing may allow the length of the accumulation period or amortization period for a series of certificates to be shorter than it otherwise would be.

The servicer will allocate Shared Principal Collections to cover Principal Shortfalls. If Principal Shortfalls exceed Shared Principal Collections for any Monthly Period, Shared Principal Collections will be allocated among the applicable series of certificates based on the respective Principal Shortfalls of each series of certificates. If Shared Principal Collections exceed Principal Shortfalls for all series of certificates entitled to receive Shared Principal Collections, the balance will be distributed to the holder of the Transferor Certificate to the extent that the Transferor Amount—excluding the interest represented by any Supplemental Certificate—exceeds the Required Retained Transferor Amount. Otherwise, it will be deposited into the Special Funding Account.

Any reallocation of collections of Principal Receivables as Shared Principal Collections will not result in a reduction in the Invested Amount of the series of certificates to which collections were initially allocated.

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There can be no assurance that Shared Principal Collections will be available to cover Principal Shortfalls for your collateral certificate or that there will be any Shared Principal Collections in any Monthly Period.

The servicer will determine the amount of any Shared Transferor Principal Collections. Shared Transferor Principal Collections consist of:

·collections of Principal Receivables and other amounts treated as collections of Principal Receivables for any Monthly Period allocated to the Transferor’s Interest remaining after payments are made to the holders of any Supplemental Certificates,

·collections of Principal Receivables and other amounts treated as collections of Principal Receivables for any Monthly Period allocated to each series of certificates that are not applied to make required principal deposits or payments for any outstanding series of certificates, and

·the amount of Excess Transferor Finance Charge Collections remaining after being applied as specified in the applicable Series Supplement for each outstanding series of certificates.

As specified in the prospectus supplement for your notes, the transferor may elect to allocate Shared Transferor Principal Collections to cover any Principal Shortfalls for your series of certificates that have not been covered out of Shared Principal Collections. In some circumstances this sharing may allow the length of the accumulation period or amortization period for a series of certificates to be shorter than it otherwise would be. If Principal Shortfalls remaining after the application of Shared Principal Collections for all series of certificates to which the transferor has elected to allocate Shared Transferor Principal Collections exceed the amount of Shared Transferor Principal Collections for any Monthly Period, Shared Transferor Principal Collections will be allocated among these series of certificates based on the respective Principal Shortfalls of each series of certificates for that date.

To the extent that Shared Transferor Principal Collections exceed Principal Shortfalls remaining after application of Shared Principal Collections for all series of certificates to which the transferor has elected to allocate Shared Transferor Principal Collections, the excess will be paid to the holder of the Transferor Certificate.

As described in the prospectus supplement for your notes, use of Shared Transferor Principal Collections to cover Principal Shortfalls for your series of certificates is at the discretion of the transferor as holder of the Transferor Certificate and there can be no assurance that the transferor will elect to use Shared Transferor Principal Collections to cover Principal Shortfalls for your series of certificates or that there will be any Shared Transferor Principal Collections in any Monthly Period.

New Issuances

The Pooling and Servicing Agreement allows the transferor to direct the Master Trust Trustee to issue a new series of certificates. There is no limit to the number of new issuances the transferor may issue under the Pooling and Servicing Agreement. Each new issuance will have the effect of decreasing the Transferor Amount by the initial Invested Amount of such series of certificates.

For each series of certificates, the Invested Amount on any date generally will be equal to the initial principal amount for that series of certificates reduced by:

·the amount of principal paid to the holders of that series of certificates,

·the amount of unreimbursed Investor Charge-Offs as defined in the prospectus supplement for that series of certificates, and

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·the amount of any reduction in the Invested Amount in connection with a corresponding reduction in the outstanding principal amount of the collateral certificate because of the acquisition by TRC or the owner trust and later cancellation of any notes.

The Invested Amount may further be adjusted by:

·the amount of principal on deposit in any specified account, and

·any other amount stated in the prospectus supplement.

The prospectus supplement may provide for further adjustments to the Invested Amount. During the revolving period for a collateral certificate, the Invested Amount is expected to remain constant to the extent noted in the prospectus supplement unless the collateral certificate or the related notes are purchased by TRC.

The transferor, the servicer, the Master Trust Trustee and the master trust are not required to and do not intend to obtain the consent of, or allow prior review by, any holder of any outstanding series of certificates to issue any additional series of certificates. There can be no assurance that the terms of any series of certificates might not have an impact on the timing and amount of payments received by another series of certificates.

Under the Pooling and Servicing Agreement, the transferor will designate the terms of each series of certificates. The prospectus supplement will specify whether collections of Principal Receivables and other amounts otherwise allocable to a series of certificates that is not amortizing or accumulating principal or that exceeds the designated amounts of deposits or payments of principal for that series of certificates may be treated as Shared Principal Collections and reallocated to a series of certificates that is amortizing or accumulating principal. The prospectus supplement will also specify whether a series of certificates will be part of a group that shares Excess Finance Charge Collections. In addition, the prospectus supplement will specify whether collections of Principal Receivables and collections of Finance Charge Receivables otherwise payable to the transferor may be paid to a series of certificates. Each series of certificates may have the benefits of enhancement issued by enhancement providers different from the enhancement providers used in any other series of certificates. Under the Pooling and Servicing Agreement, the Master Trust Trustee will hold any enhancement only on behalf of the series of certificates designated to receive the benefit of that enhancement.

A new issuance may only be issued after the satisfaction of the conditions specified in the Pooling and Servicing Agreement and under the related Series Supplement. The obligation of the Master Trust Trustee to authenticate the certificates of each new series and to execute and deliver the Series Supplement is subject to the prior satisfaction of the following conditions:

·the transferor gives the Master Trust Trustee, the servicer and each rating agency, with respect to notes and certificates, written notice of the new issuance and its date of issuance, at least five business days before the date of the new issuance,

·the transferor delivers to the Master Trust Trustee the Series Supplement, in a form satisfactory to the Master Trust Trustee, executed by each party to the Pooling and Servicing Agreement except the Master Trust Trustee,

·the transferor delivers to the Master Trust Trustee the related enhancement agreement, if any, executed by each party to that agreement,

·the transferor, the servicer and the Master Trust Trustee receive confirmation that the Rating Agency Condition is satisfied,

·the transferor delivers to the Master Trust Trustee and enhancement providers, if any, a certificate of an authorized officer, dated the date of the new issuance, stating that the

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transferor reasonably believes that the issuance will not, based on the facts known to the officer at the time of the certification, cause an early amortization event to occur for any series of certificates,

·the transferor delivers to the Master Trust Trustee and each rating agency an opinion of counsel acceptable to the Master Trust Trustee that for federal income tax purposes the new issuance will not:

—adversely affect the tax characterization as debt of any outstanding series or class of certificates, with respect to which an opinion was delivered at the time of issuance that they would be characterized as debt,

—cause the master trust to be classified as an association or a publicly traded partnership taxable as a corporation, and

—constitute an event in which gain or loss would be recognized by an existing certificateholder.

·the Transferor Amount, excluding the interest represented by any Supplemental Certificate, will not be less than the Required Retained Transferor Amount on the date of the new issuance, and

·any other conditions specified in any Series Supplement for each outstanding series of certificates.

After satisfaction of these conditions, the Master Trust Trustee will execute the Series Supplement and issue to the transferor the certificates of the new series for execution and redelivery to the Master Trust Trustee for authentication.

The transferor also has the option under the Pooling and Servicing Agreement to vary among series of certificates the terms on which a series of certificates may be repurchased by the transferor or remarketed to other investors.

Collection Account

The servicer has established in the name of the master trust and for the benefit of the certificateholders of each series, an Eligible Deposit Account called the Collection Account. An Eligible Deposit Account is either:

·a segregated account with a United States depository institution or any other institution that is acceptable to each rating agency, or

·a segregated trust account with the corporate trust department of a depository institution or any domestic branch of a foreign bank having securities rated as investment grade from each rating agency.

The Collection Account will initially be maintained with the Master Trust Trustee. If at any time the Collection Account cannot be maintained as an Eligible Deposit Account, the Collection Account will be moved so that it will again be qualified as an Eligible Deposit Account.

Funds on deposit in the Collection Account will be invested in the following Eligible Investments:

·obligations fully guaranteed by the United States,

·demand deposits, time deposits or certificates of deposit of depository institutions or trust companies having, at the time of investment, the highest short-term debt rating from Moody’s and Standard & Poor’s,

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·commercial paper, or other short-term obligations, having, at the time of the master trust’s investment, a rating in the highest rating category from Moody’s and Standard & Poor’s,

·demand deposits, time deposits and certificates of deposit which are fully insured by the FDIC, with an entity the commercial paper of which is rated in the highest rating category from Moody’s and Standard & Poor’s,

·notes or bankers’ acceptances issued by any depository institution or trust company having the highest rating from Moody’s and Standard & Poor’s,

·time deposits with an entity having the highest rating from Moody’s and Standard & Poor’s,

·investments in money market funds having, at the time of the master trust’s investment, a rating in the highest rating category from Moody’s and Standard & Poor’s or otherwise approved in writing by Moody’s and Standard & Poor’s, and

·any other investments approved in writing by each rating agency which would not cause the master trust to become an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Any earnings, net of losses and investment expenses, on funds on deposit in the Collection Account will be treated as collections of Finance Charge Receivables for the related Monthly Period. The servicer has the revocable power to withdraw funds from the Collection Account and to instruct the Master Trust Trustee to make withdrawals and payments from the Collection Account for the purpose of carrying out its duties under the Pooling and Servicing Agreement and any Series Supplement for each outstanding series of certificates. In addition, under the Pooling and Servicing Agreement a paying agent will be appointed having the revocable power to withdraw funds from the Collection Account to make distributions to each series of certificates. The paying agent will initially be the Master Trust Trustee.

Deposits in the Collection Account

The servicer will make the deposits and payments to the accounts and parties as described in the applicable Series Supplement for each series of certificates. Target National Bank, as servicer, may use for its own benefit all collections received from the receivables in each Monthly Period until the business day preceding the related Distribution Date as long as one of the following two conditions is met:

·Target National Bank gives the Master Trust Trustee a letter of credit covering collection risk of the servicer acceptable to each rating agency, or

·Target has and maintains a commercial paper rating of at least “A-1” by Standard & Poor’s and at least “Prime-1” by Moody’s.

Except as provided below, if neither of the above conditions is met, then the servicer will deposit all collections received from the receivables in each Monthly Period into the Collection Account not later than two business days after the date of processing. Target currently maintains the required rating for use of the collections received during each Monthly Period.

If so specified in the applicable Series Supplement for any outstanding series of certificates, the servicer will only be required to deposit collections into the Collection Account up to the total amount of collections required to be deposited into an account established for that series of certificates, or, without duplication, distributed on the related Distribution Date or payment date to holders of each class of that series of certificates as described in the Series Supplement or such other amount satisfactory to the rating agencies. If at any time before the Distribution Date or payment date the amount of collections deposited in the Collection Account exceeds the amount required to be so deposited, the servicer will be permitted to withdraw the excess from the Collection Account.

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Special Funding Account

The servicer has established and will maintain in the name of the master trust, for the benefit of the certificateholders of all series, a Special Funding Account which is an Eligible Deposit Account. Whenever the Transferor Amount, excluding the interest represented by any Supplemental Certificate, would otherwise be less than the Required Retained Transferor Amount, funds otherwise payable to the transferor will be deposited in the Special Funding Account on each business day until the Transferor Amount, excluding the interest represented by any Supplemental Certificate, is at least equal to the Required Retained Transferor Amount. Deposits into and withdrawals from the Special Funding Account may be made on any business day.

Funds on deposit in the Special Funding Account may be withdrawn on any business day and paid to the transferor provided that following the payment, the Transferor Amount, excluding the interest represented by any Supplemental Certificate, will equal or continue to exceed the Required Retained Transferor Amount.

If one or more series of certificates is in an amortization period or accumulation period and has a Principal Shortfall, the servicer will allocate principal amounts on deposit in the Special Funding Account to the applicable series of certificates based on their Principal Shortfalls.

Funds on deposit in the Special Funding Account will be invested by the Master Trust Trustee at the direction of the servicer or the Transferor in Eligible Investments selected by the servicer or the Transferor. All net investment income earned on amounts in the Special Funding Account will be withdrawn from the Special Funding Account on each Distribution Date and treated as collections of Finance Charge Receivables for the preceding Monthly Period.

Paired Series

A series may be paired with another series if so specified in the prospectus supplement for that series. A paired series is a series which has been paired with a previously issued series and has an Invested Amount that increases as the Invested Amount of the previously issued series decreases, or any series designated as a paired series in the prospectus supplement. The prospectus supplement for that series will specify the relationship between the paired series.

Funding Period

The prospectus supplement will specify if there will be a funding period for any series of certificates. During the funding period, the outstanding principal balance of a pre-funded series of certificates may be greater than the investment of that series of certificates in the receivables in the master trust and an amount equal to this difference will be held in a pre-funding account for the benefit of that series of certificates.

During the funding period, funds on deposit in the pre-funding account for a series of certificates will be withdrawn and paid to the transferor to the extent there are any increases in the Invested Amount of that series of certificates. The Invested Amount will increase as receivables are delivered to the master trust or as the Invested Amounts of other series of certificates are reduced. The prospectus supplement for a series of certificates will specify the applicable terms for the funding period and the pre-funding account.

Enhancement

The prospectus supplement will state if the master trust or the owner trust provides enhancement for the series of certificates or one or more classes of notes, including your notes. If so, any form of enhancement may be structured so as to be utilized by more than one class to the extent described in that prospectus supplement.

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Enhancement will not provide protection against all risks of loss or guarantee repayment of the entire outstanding principal balance of the notes and/or payment of interest. If losses occur which exceed the amount covered by enhancement or which are not covered by enhancement, noteholders will bear their allocable share of deficiencies.

Specific Forms of Enhancement

The prospectus supplement will specify the manner and to what extent the following forms of enhancement or other enhancement applies to your series of certificates or any class of notes, including your notes:

Subordination

One or more classes of notes of an owner trust may be subordinated as described in the prospectus supplement to the extent necessary to fund payments on more senior notes. The rights of the holders of any subordinated notes to receive distributions of principal and/or interest on any Distribution Date for those notes will be subordinated in right or priority to the rights of the holders of more senior notes, but only to the extent described in the prospectus supplement. The prospectus supplement may specify if subordination may apply only for some types of losses not covered by another enhancement.

If collections of receivables otherwise distributable to holders of a subordinated class of notes of an owner trust  will be used as support for a class of notes of another owner trust, the prospectus supplement will specify the manner and conditions for applying this cross-support feature.

Overcollateralization

If so specified in the prospectus supplement, support for one or more classes of notes of an owner trust will be provided by subordinated interests, which may be held by TRC, in the owner trust estate. The rights of the holders of these subordinated interests to receive distributions of principal and/or interest on any Distribution Date for those subordinated interests will be subordinate in right or priority to the rights of holders of senior notes of that owner trust, but only to the extent set forth in the prospectus supplement.

Cash Collateral Guaranty or Account

Enhancement for one or more classes of notes may be provided by:

·a cash collateral guaranty secured by the deposit of cash or some eligible investments in a cash collateral account reserved for the beneficiaries of the cash collateral guaranty, or

·a cash collateral account.

The amount available from the cash collateral guaranty or the cash collateral account will be the lesser of (1) amounts on deposit in the cash collateral account and (2) an amount specified in the prospectus supplement. The prospectus supplement will describe the circumstances under which payments are made to beneficiaries of the cash collateral guaranty from the cash collateral account or from the cash collateral account directly.

Letter of Credit

One or more letters of credit may provide enhancement for one or more classes of notes. The letter of credit may be used in conjunction with other forms of enhancement to provide limited protection against some losses. The issuer of the letter of credit will be obligated to honor demands as to the letter of credit, to the extent of the amount available under the letter of credit, to provide funds under the circumstances and under the conditions specified in the prospectus supplement.

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Surety Bond or Insurance Policy

A surety bond may be purchased for the benefit of the noteholders of any class to assure distributions of interest or principal for that class of notes in the manner and amount specified in the prospectus supplement.

One or more insurance companies may provide insurance, to a series of certificates or one or more classes of notes, to guarantee, for one or more classes, distributions of interest or principal in the manner and amount specified in the prospectus supplement.

Spread Account

Support for one or more classes of notes may be provided by the periodic deposit of available excess cash from the master trust assets or the owner trust assets into a spread account, intended to assist with subsequent distribution of interest and principal on that series of certificates or those notes in the manner specified in the prospectus supplement.

Reserve Account

The establishment of a reserve account may provide support for one or more classes of notes. The reserve account may be funded, to the extent provided in the prospectus supplement, by:

·an initial cash deposit,

·the retention of available excess cash,

·periodic distributions of principal or interest or both otherwise payable to one or more classes of notes, including subordinated notes,

·the provision of a letter of credit, guarantee, insurance policy or other form of credit, or

·any combination of these items.

The reserve account may assist with the subsequent distribution of principal or interest on those notes in the manner provided in the prospectus supplement.

The Pooling and Servicing Agreement

Conveyance of Receivables

Under the Pooling and Servicing Agreement, TRC has transferred to the master trust its interest in:

·all receivables and proceeds existing on and after the Cut-Off Date in the initial accounts and all receivables and proceeds existing on and after each Addition Date in any Automatic Additional Accounts,

·any Merchant Fees and deferred billing fees,

·the Receivables Purchase Agreement, and

·the Bank Receivables Purchase Agreement.

TRC must file all UCC (Uniform Commercial Code) financing statements necessary to perfect the security interest of the Master Trust Trustee, for the benefit of the certificateholders, in the receivables.

If TRC elects to suspend the inclusion of Automatic Additional Accounts or designates an Automatic Addition Termination Date, those accounts designated to have their receivables transferred to the master trust will be marked on Target National Bank’s computer records to differentiate them from

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other Target National Bank credit card accounts. TRC will then provide the Master Trust Trustee with a computer file, microfiche list or printed list containing an accurate and complete list of each initial account and Additional Account.

The physical documentation relating to the accounts or the receivables will not be stamped or marked to show the transfer of receivables to the master trust. Target National Bank will retain all other records or agreements about the accounts and the receivables.

Addition of Master Trust Assets

Since the inception of the master trust, all new accounts originated by Target National Bank have been designated as Automatic Additional Accounts. The receivables in these accounts are immediately sold by Target National Bank to TCC. These receivables are then sold by TCC to TRC and then transferred by TRC to the master trust. Each Automatic Additional Account will be included as an account from the date it is created, and all existing and future receivables in these accounts will be transferred to the master trust after being purchased by TRC to the extent they are not removed at a later date.

TRC will be permitted to continue designating Automatic Additional Accounts if the Aggregate Addition Limit would not be exceeded because of the inclusion of the Automatic Additional Accounts as accounts. The Aggregate Addition Limit is the limit on the number of accounts which may be included as Automatic Additional Accounts without confirmation from each rating agency that such action will satisfy the Rating Agency Condition and which may be designated as Supplemental Accounts without prior notice to the rating agencies.

The Aggregate Addition Limit means a number of accounts which either:

·for any of the three consecutive Monthly Periods beginning in January, April, July and October of each calendar year, may not exceed 15% of the number of accounts as of the first day of the calendar year during which those Monthly Periods begin, or

·for any twelve-month period, equals 20% of the number of accounts as of the first day of that twelve-month period.

If the Aggregate Addition Limit would be exceeded, TRC will be permitted to continue designating Automatic Additional Accounts without rating agency consent, provided:

·the three-month average default rate is less than 10.5%,

·the three-month average payment rate is greater than or equal to 10.0%, and

·the three-month average Trust Portfolio Yield, less the three-month average of the weighted average base rates for each outstanding series, is greater than or equal to 1.5%.

In addition, if any of the conditions set forth above are not met and if the Aggregate Addition Limit would be exceeded, the designation of Automatic Additional Accounts will be permitted to continue if the designation satisfies the Rating Agency Condition.

In any event, the number of accounts to be included as Automatic Additional Accounts for the related six-month period must be less than or equal to 30% of the number of accounts as of the first day of the six-month period, unless the inclusion satisfies the Rating Agency Condition.

TRC intends to continue automatically adding accounts. However, TRC may elect at any time to end or suspend the inclusion of accounts that would otherwise be Automatic Additional Accounts by delivering to the Master Trust Trustee, the rating agencies and the servicer, 10 days’ written notice of this election. If TRC stops the automatic designation of new accounts, TRC will not restart designating Automatic Additional Accounts until a date specified in a written notice given by TRC to the Master Trust

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Trustee. TRC will specify in the notice that on the Restart Date the conditions described above will be satisfied on the Restart Date.

TRC must make an addition to the master trust on the required designation date if, either:

·the Transferor Amount, excluding the interest represented by any Supplemental Certificate, is less than the Required Retained Transferor Amount, or

·the total amount of Principal Receivables is less than the Required Principal Balance.

TRC will not be required to add receivables in Additional Accounts if the Transferor Amount, excluding the interest represented by any Supplemental Certificate, equals or exceeds the Required Retained Transferor Amount or the total amount of Principal Receivables equals or exceeds the Required Principal Balance before the proposed Addition Date.

The receivables to be added will be generated from accounts owned by Target National Bank or another Credit Card Originator. Alternatively, Participation Interests or certificates of undivided interests in a pool of assets primarily from open-end credit card receivables originated by Target National Bank or another Credit Card Originator may be added to the master trust. These Participation Interests may, for example, include rights in TRC’s interests in other trusts which have as their primary assets open-end credit card receivables originated by Target National Bank or another Credit Card Originator. Any Participation Interests transferred to the master trust must be registered under the Securities Act of 1933, as amended, or held for at least the Securities Act Rule 144(k) holding period before transfer to the master trust. Participation Interests can be added to the master trust only upon satisfaction of the conditions specified in the Pooling and Servicing Agreement. There are currently no Participation Interests held by the master trust.

In connection with an addition of a Supplemental Account or Participation Interest, Target National Bank or another Credit Card Originator may sell to TCC or TRC, and TCC if it has purchased will then sell to TRC and TRC will then transfer to the master trust the receivables from these accounts or Participation Interests on the following conditions:

·on or before the tenth business day before any addition, TRC has given the Master Trust Trustee, the servicer, each rating agency and the enhancement providers, if any, written notice that the receivables from Supplemental Accounts or Participation Interests will be included as master trust assets,

·for Supplemental Accounts, on or before the date the receivables are added to the master trust, TRC has delivered to the Master Trust Trustee a written assignment and a computer file, microfiche list or printed list containing an accurate and complete list of these Supplemental Accounts specifying for each account its account number, the aggregate amount outstanding in the account and the aggregate amount of Principal Receivables outstanding in the account,

·for an addition of Supplemental Accounts or Participation Interests other than a required addition, TRC has received confirmation that the Rating Agency Condition has been satisfied,

·for a required addition of Supplemental Accounts which exceeds the Aggregate Addition Limit, TRC has provided Standard & Poor’s at least 10 business days’ written notice of each addition and Standard & Poor’s has notified TRC that the addition will not result in the lowering or withdrawal of its then existing rating of the certificates of any series or the rating of any notes issued by an owner trust, and

·on or before the date any receivables in Supplemental Accounts or Participation Interests are added to the master trust, TRC has delivered to the Master Trust Trustee and any enhancement

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providers entitled to receive it under any Series Supplement a certificate of an authorized officer stating that:

—the Supplemental Accounts are eligible accounts, and

—TRC reasonably believes that:

·the addition will not cause an early amortization event for any series of certificates based on the facts known to the officer at the time of the certification, and

·no selection procedure was used by TRC that would result in a selection of Supplemental Accounts, from the available eligible accounts owned by Target National Bank, that would have a result that would be materially less favorable to the interests of the certificateholders of any series on the date of the addition than a random selection.

TRC may direct that the Principal Receivables in the Additional Accounts be treated as outstanding on the last day of the Monthly Period preceding the Monthly Period in which the addition is made for purposes of calculating Floating Allocation Percentages and Principal Allocation Percentages. This direction may be made on the Addition Date only if all collections from the Additional Accounts for the current Monthly Period are deposited in the Collection Account.

Target National Bank or its affiliates may originate or acquire portfolios of open-end credit card accounts. The receivables in an acquired portfolio, or a Participation Interest, may be sold to TCC, and later sold to TRC and then transferred to the master trust. These sales must meet the conditions for additions of Supplemental Accounts or Participation Interests.

Additional Accounts or Participation Interests may include accounts originated using criteria different from those that were applied to the initial accounts. These accounts may have been originated at a later date or may have been part of a portfolio of open-end credit card accounts that were not part of the master trust portfolio as of the Cut-Off Date. For example, Additional Accounts have included new Target VISA accounts which were not included on the Cut-Off Date and which were not converted from existing Target Card accounts. Some Additional Accounts may have been acquired from other institutions. Additional Accounts and accounts included in Participation Interests may not be of the same type as those previously included in the master trust. Additional Accounts may contain receivables which consist of fees, charges and amounts that are different from the fees, charges and amounts described in the prospectus supplement. Additional Accounts may also have different credit limits, balances and ages. For these reasons, there can be no assurance that the Additional Accounts or Participation Interests will be of the same credit quality or have the same payment characteristics as the initial accounts or the Additional Accounts previously included in the master trust.

Additional Accounts and accounts included in Participation Interests may contain receivables which consist of fees, charges and amounts that are different from the Finance Charge Receivables and Principal Receivables in the initial master trust portfolio. The servicer will designate the portions of funds collected or to be collected for these receivables or Participation Interests to be treated for purposes of the Pooling and Servicing Agreement as Principal Receivables and Finance Charge Receivables.

Target Card accounts that were converted to Target VISA accounts remained designated to the master trust and were not treated as new Additional Accounts at the time of conversion. Target Card accounts that are converted to Target VISA accounts in the future will not be treated as new Additional Accounts at the time of conversion. In addition, Target Card accounts and Target VISA accounts may be converted to other payment networks in the future. To the extent that accounts are converted to other

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payment networks, it is expected that the accounts will remain designated to the master trust and will not be treated as new Additional Accounts upon conversion.

Removal of Accounts

TRC has the right to require reassignment to itself, or another company designated by it, of all of the master trust’s rights in and to the receivables from Removed Accounts or Participation Interests under the following conditions:

·at least ten business days before the removal date, TRC gives the Master Trust Trustee, the servicer, each rating agency and any enhancement provider written notice of the removal including the date for removal of the Removed Accounts and Participation Interests,

·on or before ten business days after the removal date, TRC delivers to the Master Trust Trustee a computer file, microfiche list or printed list containing an accurate and complete list of the Removed Accounts specifying the account number, the receivables outstanding in the account and Principal Receivables outstanding in the account,

·TRC will represent and warrant that as of the removal date the list of Removed Accounts delivered to the Master Trust Trustee is accurate and complete in all material respects,

·TRC receives confirmation that the Rating Agency Condition has been satisfied,

·TRC delivers to the Master Trust Trustee and any enhancement provider entitled to receive it under any Series Supplement a certificate of an authorized officer, dated the removal date, stating that TRC reasonably believes that:

—the removal will not cause an early amortization event to occur for any series of certificates based on the facts then known to such officer, and

—no selection procedure materially adverse to the interests of the certificateholders has been used in removing Removed Accounts from any pool of accounts or Participation Interests of a similar type, and

·TRC pays the fair market value of the receivables in the Removed Accounts to the master trust.

The removal can occur for a number of reasons including a determination by TRC that the master trust contains more receivables than TRC is obligated to retain in the master trust under the Pooling and Servicing Agreement and any Series Supplements and a determination that TRC does not desire to obtain additional financing through the master trust at that time.

After satisfying the above conditions, the Master Trust Trustee will execute and deliver to TRC or its designee a written reassignment. The Master Trust Trustee will then be considered to sell, transfer, assign, set over and otherwise convey to TRC or its designee, all of its rights in the receivables arising in the Removed Accounts or Participation Interests.

In addition, on the date when any receivable in an account becomes a Defaulted Receivable, the Master Trust Trustee will automatically transfer to TRC, all of its rights to the Defaulted Receivables, any Finance Charge Receivables which have been charged off as uncollectible in that account, and all monies due or to become due and proceeds in that account. Each account with a Defaulted Receivable will be a Removed Account and the date for removal will be the first date that any receivable in that account became a Defaulted Receivable. Collections received from the cardholder or from the sale of the defaulted account will be treated as recoveries. See “Description of the Certificates—Defaulted Receivables and the Defaulted Amount.”

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Eligible Accounts and Eligible Receivables

An eligible account is an open-end credit card account, which is not a commercial account, owned by the Credit Card Originator as of the Cut-Off Date for the initial account, on the date of creation for an Automatic Additional Account, or as of any date TRC designates any Supplemental Account for inclusion in the master trust, and:

·is in existence and serviced at the facilities of the Credit Card Originator or any of its affiliates,

·is payable in United States dollars,

·has not been identified as an account where the credit cards were reported to the Credit Card Originator as lost or stolen,

·has not been, and does not have any receivables that have been, sold, pledged, assigned or otherwise conveyed to any person unless the pledge or assignment is released on or before the date of issuance of a series or the Addition Date,

·does not have any receivables that are Defaulted Receivables,

·does not have any receivables that have been identified as having been incurred because of fraudulent use of any related credit card, and

·has a cardholder who has provided as his or her billing address, an address located in the United States or its territories or possessions or a United States military address, except, as of any date of determination, up to 4% of the number of accounts in the master trust portfolio may have cardholders who have provided addresses outside of that jurisdiction.

An Eligible Receivable is a receivable:

·which was created in an eligible account,

·which was created under the Credit Card Guidelines and all requirements of law, and under a cardholder agreement which follows all requirements of law applicable to the Credit Card Originator, the failure to comply with which would have a material adverse effect on certificateholders,

·which has obtained or received all consents, licenses, approvals or authorizations of, or registrations with, any governmental authority required for the creation of the receivable or the execution, delivery and performance by the Credit Card Originator of the related cardholder agreement and such items are in full force and effect as of the date of the creation of the receivable,

·to which TRC or the master trust has good title free and clear of all liens and security interests at the time of its transfer to the master trust, other than any lien for municipal or other local taxes,

·which has been validly transferred and assigned from TRC to the master trust or was granted a security interest,

·which is the legal, valid and binding payment obligation of the cardholder at and after the time of transfer to the master trust, legally enforceable against the cardholder under its terms,

·which is recognized as an “account,” a “general intangible” or “chattel paper” as defined in Article 9 of the UCC,

·which has not been waived or modified at the time of its transfer to the master trust, except as permitted by the Pooling and Servicing Agreement,

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·which is not under any right of rescission, setoff, counterclaim or other defense of the cardholder at the time of its transfer to the master trust, including the defense of usury, other than bankruptcy or other debtor relief and equity-related defenses and adjustments permitted by the Pooling and Servicing Agreement to be made by the servicer,

·for which TRC has satisfied all obligations to be fulfilled at the time it is transferred to the master trust, and

·for which TRC has not taken any action which, or failed to take any action the omission of which, would, at the time of its transfer to the master trust, impair the rights of the master trust or the certificateholders.

It is not required or anticipated that the Master Trust Trustee will make any initial or periodic general examination of any documents or records of the receivables or the accounts for the purpose of:

·establishing the presence or absence of defects,

·ensuring compliance with TRC’s representations and warranties, or

·for any other purpose.

In addition, it is not anticipated or required that the Master Trust Trustee make any initial or periodic general examination of the servicer for the purpose of establishing the compliance by the servicer with its representations or warranties or the performance by the servicer of its obligations under the Pooling and Servicing Agreement or for any other purpose. The servicer, however, will deliver to the Master Trust Trustee on or before March 31 of each calendar year an opinion of counsel as to the validity of the interest of the master trust in and to the receivables.

Representations and Warranties

On the date of issuance of a series of certificates, TRC will represent and warrant to the Master Trust Trustee on behalf of the master trust that:

·on the Cut-Off Date for each initial account, on the date of creation for each Automatic Additional Account, and on any date TRC designates any Supplemental Account for inclusion in the master trust, each account that TRC classifies as an “eligible account” satisfied or will satisfy the requirements of an eligible account,

·on the Cut-Off Date for each initial account, on the date of creation for each Automatic Additional Account, and on any date TRC designates any Supplemental Account for inclusion in the master trust, each receivable that TRC classifies as an “eligible receivable” satisfied or will satisfy the requirements of an Eligible Receivable, and

·on the date of creation of any new receivable, that receivable will be an Eligible Receivable.

Receivables will be designated as Ineligible Receivables and will be assigned a principal balance of zero for the purpose of determining the total amount of Principal Receivables if any representation or warranty of TRC is not true and correct in any material respect for those receivables transferred to the master trust by TRC and, as a result:

·the receivables become Defaulted Receivables, or

·the master trust’s rights in and to those receivables or the proceeds of those receivables are impaired or are not available to the master trust free and clear of any lien.

TRC may cure any breach of a representation or warranty of eligibility within 60 days after the earlier to occur of the discovery by TRC or the receipt by TRC of written notice given by the Master Trust Trustee of the breach. These receivables will not be considered Ineligible Receivables and these Principal

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Receivables will be included in determining the total Principal Receivables in the master trust if, on any day before the end of the period:

·the relevant representation and warranty is true and correct in all material respects as if made on that day, and

·TRC has delivered to the Master Trust Trustee a certificate of an authorized officer describing the nature of the breach and the manner in which the representation and warranty became true and correct.

On and after the date of its designation as an Ineligible Receivable, each Ineligible Receivable will not be given credit in determining the total amount of Principal Receivables used to calculate the Transferor Amount, the Floating Allocation Percentage and the Principal Allocation Percentage. If, following the exclusion of Principal Receivables that are Ineligible Receivables from the calculation of the Transferor Amount, the Transferor Amount, exclusive of the interest represented by any Supplemental Certificate, would be less than the Required Retained Transferor Amount, TRC will deposit into the Special Funding Account an amount, not to exceed the amount of those Principal Receivables, equal to the Required Retained Transferor Amount less the Transferor Amount as reduced by the amount of the Ineligible Receivable and exclusive of the interest represented by any Supplemental Certificate. The obligation of TRC to make these deposits is the sole remedy for any breach of the representations and warranties for the receivable available to certificateholders of any series, the Master Trust Trustee on behalf of certificateholders, or any enhancement provider.

TRC will also make representations and warranties to the master trust that as of the date of issuance of a series of certificates:

·it is a corporation validly existing and in good standing under the laws of the State of Minnesota,

·it has the authority to consummate the transactions contemplated by the Pooling and Servicing Agreement and the Series Supplement and each of these agreements constitutes a valid, binding and enforceable agreement of TRC,

·the transfer of receivables by it to the master trust under the Pooling and Servicing Agreement constitutes either a valid transfer and assignment to the master trust of all right, title and interest of TRC in and to the receivables and the proceeds or the grant of a security interest under the UCC in the receivables, and

·the transfer of the proceeds for each receivable then existing on the date of its transfer to the master trust or, for each receivable arising later, upon its creation, is either:

—a valid transfer and assignment to the master trust of all right, title and interest of TRC in and to the proceeds, or

—the grant of a security interest under the UCC in the proceeds,

which will be enforceable in each case except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting the enforcement of creditors’ rights and by general principles of equity, whether considered in a suit at law or in equity.

If TRC breaches these representations and warranties and that breach has a material adverse effect on the certificateholders’ interest in the receivables, either:

·the Master Trust Trustee or the holders of certificates evidencing not less than 50% of the total unpaid principal amount of the certificates of all series, by written notice to TRC and the servicer and to the Master Trust Trustee, may direct TRC to accept the reassignment of the receivables transferred to the master trust by TRC within 60 days of the notice, or within a longer period not in excess of 150 days specified in the notice, or

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·the receivables will not be reassigned to TRC if, on any day before the end of a 60-day or longer period:

—the relevant representation and warranty is true and correct in all material respects as if made on that day, and

—TRC has delivered to the Master Trust Trustee a certificate of an authorized officer describing the nature of the breach and the manner in which the relevant representation and warranty became true and correct.

TRC must accept the reassignment of these receivables on the first Distribution Date following the Monthly Period in which the reassignment obligation arises.

The payment of the reassignment price, which will generally be equal to the outstanding principal amount of the certificates plus accrued and unpaid interest on the certificates, will be considered a payment in full of the receivables and those funds will be deposited into the Collection Account. The obligation of TRC to make any deposit will be the only remedy for a breach of the representations and warranties available to certificateholders of all series, the Master Trust Trustee on behalf of these certificateholders, or any enhancement provider.

Discount Option Receivables

TRC may designate a specified fixed or floating percentage of the amount of Principal Receivables from the accounts to be treated as Finance Charge Receivables. The circumstances under which TRC may exercise its option to discount Principal Receivables may include a time when the Trust Portfolio Yield is declining and Principal Receivables are available in sufficient quantity to allow for discounting.

TRC may increase, reduce or eliminate the percentage used to calculate Discount Option Receivables without notice to or consent of the certificateholders or noteholders in accordance with the Pooling and Servicing Agreement. For the increase, reduction or elimination to become effective, TRC must give 30 days’ notice in writing to the servicer, the Master Trust Trustee and each rating agency specifying the effective date of the change and deliver to the Master Trust Trustee a certificate of an authorized officer stating that the increase, reduction or elimination will not cause an early amortization event or an event which with notice or the lapse of time would cause an early amortization event to occur. If TRC intends to increase this percentage above 3%, TRC, the servicer and the Master Trust Trustee must also receive confirmation that the Rating Agency Condition is satisfied.

Collections on the date of processing during the time Discount Option Receivables are effective will be considered collections of Finance Charge Receivables in an amount equal to the product of:

·a fraction whose numerator is the amount of Discount Option Receivables and whose denominator is the amount of all Principal Receivables, including Discount Option Receivables, at the end of the previous Monthly Period, and

·collections of Principal Receivables, before any reduction for Finance Charge Receivables which are Discount Option Receivables.

Any designation of Discount Option Receivables would result in an increase in the amount of Finance Charge Receivables and a corresponding increase in the portfolio yield for each series of certificates and a reduction in the amount of Principal Receivables. For this reason, the effect on certificateholders and noteholders will be to:

·decrease the likelihood of an early amortization event based on a reduction of the average portfolio yield for any designated period to a rate below the average base rate,

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·increase the likelihood that the transferor will be required to add Principal Receivables to the master trust, and

·increase the likelihood of an early amortization event if additional Principal Receivables are not available.

Indemnification

The Pooling and Servicing Agreement provides that the servicer will indemnify the master trust and the Master Trust Trustee from and against any loss, liability, expense, damage or injury suffered or sustained, from the servicer’s actions or omissions relating to the master trust.

Under the Pooling and Servicing Agreement, TRC and any holder of the Transferor Certificate have agreed to be liable directly to an indemnitee for the entire amount of any losses, claims, damages or liabilities relating to or based on:

·the arrangement created by the Pooling and Servicing Agreement, or

·the actions of the servicer taken pursuant to the Pooling and Servicing Agreement

as though the Pooling and Servicing Agreement created a partnership under the Delaware Revised Uniform Partnership Act in which TRC and any other holder of the Transferor Certificate were general partners, to the extent that the master trust assets that would remain after the certificateholders and enhancement providers, if any, were paid in full would be insufficient to pay those amounts.

This liability for losses, claims, damages or liabilities excludes those incurred by a certificateholder in the capacity of an investor in the certificates of any series because of the performance of the receivables, market fluctuations, a shortfall or failure to make payment under any enhancement or other similar market or investment risks associated with ownership of certificates. The servicer will indemnify and hold harmless TRC and any holder of a Transferor Certificate, but not any Supplemental Certificate or Participation, for any losses, claims, damages and liabilities of TRC and the holder relating to the actions or omissions of the servicer.

Except as already mentioned, none of TRC, any holder of the Transferor Certificate, the servicer or any of their directors, officers, employees or agents will be under any other liability to the master trust, the Master Trust Trustee, the holders of certificates of any series, any enhancement provider or any other person for any action taken, or for refraining from taking any action, in good faith under the Pooling and Servicing Agreement. However, none of TRC, any holder of the Transferor Certificate, the servicer or any of their directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence of any person in the performance of the person’s duties or by reason of reckless disregard of the person’s obligations and duties under the Pooling and Servicing Agreement.

The servicer is also not under any obligation to appear in, prosecute or defend any legal action that is not incidental to its servicing responsibilities under the Pooling and Servicing Agreement. The servicer may, in its own discretion, undertake any legal action which it may believe is necessary or desirable for the benefit of holders of certificates of any series relating to the Pooling and Servicing Agreement and the rights and duties of the parties to that agreement and the interest of those certificateholders.

Collection and Other Servicing Procedures

The servicer is responsible for servicing, collecting, enforcing and administering the receivables under the Credit Card Guidelines.

Servicing activities to be performed by the servicer include:

·collecting and recording payments,

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·communicating with cardholders,

·collection activities for delinquent accounts,

·evaluating the increase of credit limits and the issuance of credit cards,

·providing billing and tax records, if any, to cardholders, and

·maintaining internal records for each account.

Managerial and custodial services performed by the servicer on behalf of the master trust include:

·providing assistance in any inspections of the documents and records relating to the accounts and receivables by the Master Trust Trustee under the Pooling and Servicing Agreement,

·maintaining the agreements, documents and files relating to the accounts and receivables under the Credit Card Guidelines as custodian for the master trust, and

·providing data processing and reporting services for certificateholders of any series and on behalf of the Master Trust Trustee.

TFS performs many of the services that the servicer is responsible for providing. See “Target Financial Services” for more information about TFS and the services it performs for the servicer. Under the Pooling and Servicing Agreement, Target National Bank, as servicer, has the right to delegate any of its responsibilities and obligations as servicer to any of its affiliates and to any third-party service providers that agree to conduct Target National Bank’s servicing duties under the Pooling and Servicing Agreement and the Credit Card Guidelines.

Servicing Compensation and Payment of Expenses

As compensation for its servicing activities and as reimbursement for its expenses for any Monthly Period, the servicer will receive a servicing fee payable monthly on each Distribution Date in an amount equal to one-twelfth of the product of:

·the weighted average of the servicing fee rates as specified in the applicable Series Supplements, and

·the amount of Principal Receivables in the master trust at the end of the last day of the prior Monthly Period.

The share of the servicing fee for any particular series of certificates, if any, will be determined by the provisions of the applicable Series Supplement. The share of the servicing fee for any Monthly Period not allocated to a particular series of certificates will be paid from amounts allocated to the holder of the Transferor Certificate and any holder of a Participation on that Distribution Date. None of the master trust, the Master Trust Trustee, the certificateholders of any series or any enhancement provider will be directly liable to pay the share of the servicing fee for any Monthly Period to be paid by any holder of the Transferor Certificate or any holder of a Participation.

Each month, the servicer will pay from its servicing compensation any expenses incurred in connection with servicing the receivables including:

·expenses related to the enforcement of the receivables,

·payment of the fees and disbursements of the Master Trust Trustee and independent accountants, and

·other fees that are not expressly stated in the Pooling and Servicing Agreement to be payable by the master trust, the certificateholders of a series or TRC (except federal, state, local and foreign income, franchise or other taxes or any interest or penalties imposed upon the master trust).

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If Target National Bank is acting as servicer and fails to pay the fees and disbursements of the Master Trust Trustee, the Master Trust Trustee will be entitled to receive the portion of the servicing fee that is equal to the unpaid amounts. Certificateholders will not be liable to the Master Trust Trustee for the servicer’s failure to pay those amounts, and any amounts so paid to the Master Trust Trustee will be treated as paid to the servicer for all other purposes of the Pooling and Servicing Agreement.

Servicer Covenants

In the Pooling and Servicing Agreement, the servicer covenants that:

·it will duly fulfill all obligations on its part to be fulfilled under or relating to the receivables and  the related accounts, and will maintain in effect all qualifications required by law to service the receivables and the related accounts, the failure to comply with which would have a material adverse effect on the interests of the certificateholders,

·under the Pooling and Servicing Agreement, it will not permit any rescission or cancellation of a receivable except as ordered by a court of competent jurisdiction or other governmental authority or in the ordinary course of business and under the Credit Card Guidelines,

·it will not do, or omit to do, anything that would substantially impair the rights of the certificateholders in any receivable or account,

·it will not reschedule, revise or defer payments due on the receivables except in the ordinary course of its business and under the Credit Card Guidelines, and

·except in connection with its enforcement or collection of an account, it will take no action to cause any receivables to be evidenced by any instrument, except an instrument that, together with one or more other writings, constitutes chattel paper, and if any receivable is so evidenced, it will be reassigned or assigned to the servicer.

If any of the representations, warranties or covenants of the servicer for any receivable or the related account are breached, the servicer can cure the breach within 60 days of the earlier to occur of the discovery of that breach by the servicer or receipt by the servicer of written notice of that breach given by the Master Trust Trustee. The Master Trust Trustee, however, may agree to a cure period of up to 150 days. If the breach is not cured, all receivables in the account or accounts to which the breach relates will be reassigned or assigned to the servicer if because of the breach the master trust’s rights in and to any of the receivables are impaired or the proceeds are not available to the master trust free and clear of any lien.

Receivables will not be reassigned or assigned to the servicer if the breach is cured such that the relevant representation and warranty is true and correct, or the relevant covenant has been complied with, in all material respects. The servicer must deliver to the Master Trust Trustee a certificate of an authorized officer describing the nature of the breach and the manner in which the breach was cured.

Any assignment and transfer will be made when the servicer deposits an amount equal to the amount of the receivables in the Collection Account on the business day before the Distribution Date after the Monthly Period during which the obligation arises. The amount of the deposit will be treated as Shared Principal Collections. This reassignment or transfer and assignment to the servicer is the only remedy available to the certificateholders of any series if a covenant or warranty of the servicer is not satisfied. The master trust’s interest in any reassigned receivables will be automatically assigned to the servicer. See “Description of the Certificates—Shared Principal Collections and Shared Transferor Principal Collections” for more information about these collections.

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Certain Matters Regarding the Servicer

The servicer may not resign from its obligations and duties under the Pooling and Servicing Agreement, except:

·on the determination that its duties are no longer permissible under applicable law, or

·as may be required for any merger or consolidation of the servicer or the conveyance or transfer of all or substantially all of the servicer’s assets.

No resignation will become effective until the Master Trust Trustee or a successor to the servicer has assumed the servicer’s responsibilities and obligations under the Pooling and Servicing Agreement. Target National Bank may also transfer its servicing obligations to an affiliate and be relieved of its obligations and duties under the Pooling and Servicing Agreement.

Any person with whom the servicer may be merged or consolidated or any person resulting from any merger or consolidation to which the servicer is a party, or any person succeeding to the business of the servicer, will be the successor to the servicer under the Pooling and Servicing Agreement.

Servicer Default

A Servicer Default refers to:

·any failure by the servicer to make any payment, transfer or deposit or to give instructions or notice to the Master Trust Trustee as required by the Pooling and Servicing Agreement or any Series Supplement on or before the date occurring five business days after the date the payment, transfer or deposit or instruction or notice is required to be made or given,

·failure by the servicer to observe or perform any other covenants or agreements of the servicer as described in the Pooling and Servicing Agreement or any Series Supplement which has a material adverse effect on the interests of the certificateholders of any series, regardless of whether funds are available from any enhancement, and which continues unremedied for 60 days after written notice was given to the servicer requiring that the situation be remedied,

·delegation by the servicer of its duties under the Pooling and Servicing Agreement in a manner not permitted by the Pooling and Servicing Agreement, which delegation continues unremedied for 15 days after the date written notice was given to the servicer requiring that the situation be remedied,

·any representation, warranty or certification made by the servicer in the Pooling and Servicing Agreement or any Series Supplement or in any certificate delivered under the Pooling and Servicing Agreement or any Series Supplement which proves to have been incorrect when made, and has a material adverse effect on the rights of certificateholders of any series or class, regardless of whether funds are available from any enhancement, and which continues unremedied for 60 days after written notice was given to the servicer requiring that the situation be remedied, or

·the occurrence of some events of bankruptcy, insolvency or receivership of the servicer.

If the delay or failure was caused by an act of God or other similar occurrence and could not be prevented by the use of reasonable diligence, the servicer is allowed an additional 60 days to remedy the situation. However, in the case of a failure to make payment, transfer or deposit or to give instruction or notice, the servicer is allowed an additional five business days to remedy the situation before a Servicer Default occurs.

The servicer agrees to provide the Master Trust Trustee, each rating agency, enhancement providers, if any, the holder of the Transferor Certificate and the certificateholders of each series with a

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description of any failure or delay by it to perform its obligation, together with its notice to the Master Trust Trustee. The servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner after a Servicer Default occurs.

If a Servicer Default occurs, the Master Trust Trustee may end all of the rights and obligations of the servicer under the Pooling and Servicing Agreement by sending a termination notice, in writing, to the servicer. Certificateholders holding certificates comprising more than 50% of the total unpaid principal amount of all outstanding series may also end all the rights and obligations of the servicer under the Pooling and Servicing Agreement by sending termination notices, in writing, to the servicer, the Master Trust Trustee and to any enhancement providers. If the Master Trust Trustee within 60 days of receipt of a termination notice is unable to obtain any bids from eligible successor servicers and the servicer delivers an officer’s certificate stating that the servicer cannot in good faith cure the Servicer Default that gave rise to the termination notice, then the Master Trust Trustee will offer TRC the right at its option to purchase the certificateholders’ interest for all series. The purchase price will be paid on the Distribution Date occurring in the month after receipt of the termination notice and will equal, after allowing for any deposits and distributions to be made on that Distribution Date, the Portfolio Reassignment Price.

The Master Trust Trustee will appoint a successor servicer after giving a termination notice. All rights, authority, power and obligations of the servicer under the Pooling and Servicing Agreement will pass to and be vested in the Master Trust Trustee if:

·no successor servicer is appointed by the Master Trust Trustee, or

·no successor servicer has accepted the appointment by the time the servicer stops acting as servicer.

Before any successor servicer is appointed, the Master Trust Trustee will seek to obtain bids from potential servicers meeting eligibility requirements described in the Pooling and Servicing Agreement to serve as a successor servicer for servicing compensation not more than the servicing fee. The rights and interest of TRC as holder of the Transferor Certificate will not be affected by any termination notice or appointment of a successor servicer.

Evidence as to Compliance

The Pooling and Servicing Agreement requires the servicer to furnish an annual report prepared by a firm of nationally recognized independent public accountants stating:

·that the firm has applied some procedures agreed upon with the servicer and examined specified documents and records relating to the servicing of the accounts during the servicer’s preceding fiscal year, and

·that, on the basis of the agreed upon procedures, nothing came to the attention of the firm that caused them to believe that the servicing was not conducted in compliance with the Pooling and Servicing Agreement and the applicable provisions of each Series Supplement, except for exceptions or errors as the firm believes to be immaterial and any other exceptions as described in the report.

The Pooling and Servicing Agreement requires TRC to deliver to the Master Trust Trustee, each rating agency and enhancement providers, if any, an annual statement stating that the servicer has performed its obligations in all material respects under the Pooling and Servicing Agreement throughout the preceding fiscal year. If there has been a default in the performance of any obligation during the preceding year, the annual statement will specify the nature and status of the default.

Both the report and the statement are expected to be provided within ninety days after the end of each fiscal year. Copies of all statements, certificates and reports furnished to the Master Trust Trustee may be obtained by a request in writing delivered to the Master Trust Trustee.

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Amendments

The Pooling and Servicing Agreement and each Series Supplement may be amended without the consent of the certificateholders of any series to:

·add covenants, restrictions or conditions of the transferor as considered by TRC’s board of directors and the Master Trust Trustee to be for the benefit or protection of the certificateholders,

·make the occurrence, or the occurrence and continuance, of a default in any additional covenants, restrictions or conditions a default or early amortization event and to provide for grace periods, immediate enforcement or limits on available remedies to the added default,

·fix any ambiguity or correct or supplement any provision that may be defective or inconsistent with any other provision,

·surrender any right or power of the transferor,

·issue a Supplemental Certificate or Participation,

·add a Participation Interest to the master trust,

·designate an additional transferor,

·provide additional enhancement for the benefit of certificateholders of any series,

·enable the master trust or a portion of the master trust to elect to qualify as a financial asset securitization investment trust or comparable tax entity for the securitization of financial assets, or

·add, change or eliminate any provisions or modify in any manner the rights of certificateholders of any series then issued and outstanding, only if:

—the transferor delivers to the Master Trust Trustee a certificate of an authorized officer stating that the transferor reasonably believes based on facts then known that the amendment will not adversely affect in any material respect the interests of any certificateholder,

—except for adding covenants, restrictions or conditions and fixing any ambiguity or correcting or supplementing a provision or surrendering any right or power of the transferor, the amendment satisfies the Rating Agency Condition, and

—a tax opinion is provided.

The Pooling and Servicing Agreement and each Series Supplement may also be amended at any time by the transferor, the servicer and the Master Trust Trustee with the consent of the holders of certificates that represent at least 66 2/3% of the total unpaid principal amount of the certificates of all adversely affected series. Any amendment may add any provisions, change or eliminate any provisions, or modify in any manner the rights of the certificateholders in the affected series.

However, without the consent of each affected certificateholder, no amendment may:

·reduce the amount of or delay the timing of any distributions to be made to certificateholders or deposits of amounts to be so distributed or the amount available under any enhancement except to amend the terms of an early amortization event,

·change the definition of or the manner of calculating the interest on any certificate, or

·reduce the percentage required to consent to any amendment.

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The Master Trust Trustee will provide written notice of the substance of any amendment requiring the consent of certificateholders. The notice will be sent to each certificateholder as soon as possible after any amendment becomes effective.

Termination of the Master Trust

Unless TRC instructs the Master Trust Trustee otherwise, the master trust will terminate on the earlier to occur of:

·the day following the Distribution Date on which the Invested Amount, and any subordinated interest, of each series of certificates is zero, provided that TRC has delivered a written notice to the Master Trust Trustee electing to terminate the master trust, and

·September 30, 2095.

Once the master trust has ended, all right, title and interest in and to the receivables and other funds of the master trust will be conveyed and transferred to the holder of the Transferor Certificate, any Supplemental Certificate and any Participation except for amounts in accounts maintained by the master trust for the final payment of principal and interest to certificateholders.

The Bank Receivables Purchase Agreement
and the Receivables Purchase Agreement

The receivables are transferred from Target National Bank to TCC and from TCC to TRC before being transferred to the master trust. The Bank Receivables Purchase Agreement governs the transfer of the receivables from Target National Bank to TCC. The Receivables Purchase Agreement governs the transfer of the receivables from TCC to TRC. TRC could also enter into other purchase agreements directly with Credit Card Originators.

Sale of the Receivables

Under the Purchase Agreements, Target National Bank as seller to TCC or TCC as seller to TRC, each referred to in that capacity as the seller, sold to TCC or TRC, referred to in that capacity as the purchaser, all of its right, title and interest in and to:

·the receivables existing at the close of business on the Cut-Off Date and later created at any time from the initial accounts until the end of the master trust,

·the receivables existing on each Addition Date and later created at any time from any Automatic Additional Accounts until the end of the master trust,

·any Merchant Fees and deferred billing fees,

·all recoveries from the initial accounts and from the Automatic Additional Accounts,

·all recoveries from specific Defaulted Receivables, and

·all monies due or to become due, all amounts received, and all proceeds under the applicable Purchase Agreement.

In addition, under the Receivables Purchase Agreement TCC has sold to TRC all of TCC’s rights under the Bank Receivables Purchase Agreement.

In connection with any sale of the receivables after the Automatic Addition Termination Date or the date TRC determines to suspend the inclusion of Automatic Additional Accounts and before the Restart Date, the seller will indicate in its computer files or other relevant microfiche or printed records that the receivables were sold to the purchaser and subsequently transferred to the master trust. Additionally, the seller will provide to the purchaser a computer file, a microfiche list or a printed list

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containing an accurate and complete list showing each account identified by account number and by total outstanding balance in each account as of the Automatic Addition Termination Date, the date TRC determines to suspend the inclusion of Automatic Additional Accounts or on any date TRC designates any Supplemental Account for inclusion in the master trust.

The seller will also indicate in its computer files or other records that receivables in Removed Accounts have been repurchased by the seller. The records and agreements of the accounts and receivables are not segregated by either seller from other documents and agreements relating to other credit card accounts and receivables and are not stamped or marked to reflect the sale or transfer of the receivables to the purchaser. The computer records, other relevant microfiche or printed records of each seller will be marked to evidence the sale or transfer after the Automatic Addition Termination Date or the date TRC determines to suspend the inclusion of Automatic Additional Accounts and before the Restart Date. TCC has filed one or more UCC financing statements meeting the requirements of state law in the jurisdictions which are necessary to perfect the transfer of the receivables. See “Legal Aspects of the Receivables” for more discussion.

Under each Purchase Agreement, the seller will be required in specified circumstances to, and the purchaser is required to cause the seller to, designate Supplemental Accounts under the Pooling and Servicing Agreement to be included as master trust accounts. See “The Pooling and Servicing Agreement—Addition of Master Trust Assets” for information on the conditions to any addition of accounts.

Representations and Warranties

In each Purchase Agreement, the seller represents and warrants to the purchaser as of the date of issuance of a series of certificates and on each Addition Date that, among other things:

·the seller has full corporate power, authority and legal right to execute, deliver and perform its obligations under the Purchase Agreement,

·the Purchase Agreement constitutes a valid and binding obligation of the seller, enforceable against the seller under its terms, according to customary bankruptcy- and equity-related exceptions,

·the seller is the legal and beneficial owner of all right, title and interest in and to each receivable,

·the seller has the full right, power and authority to transfer the receivables under the Purchase Agreement,

·the Purchase Agreement, or the supplement to the Purchase Agreement for Supplemental Accounts, to be delivered by the seller, forms a valid transfer and assignment to the purchaser of all right, title and interest of the seller in and to:

—the receivables,

—all monies due or to become due, and

—all related proceeds, and

·on the Cut-Off Date for each initial account, on the date of creation for each Automatic Additional Account, and on any date TRC designates any Supplemental Account for inclusion in the master trust:

—each account classified as an “eligible account” by the seller in any document or report delivered under the Purchase Agreement will satisfy the requirements for an eligible account, and

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—each receivable classified as an “eligible receivable” by the seller in any document or report delivered under the Purchase Agreement will satisfy the requirements for an Eligible Receivable.

In addition, Target National Bank represents and warrants to TCC that it is validly existing and in good standing as a national banking association under the laws of the United States and TCC represents and warrants to TRC that it is validly existing and in good standing as a corporation under the laws of the State of Minnesota.

If any representation or warranty is not true and correct in any material way as of the date specified in the Purchase Agreement and, as a result, the value of the receivable used to determine the total Principal Receivables in the master trust is reduced to zero, then, the principal balance of that receivable under the Purchase Agreement will be changed to show that the receivable was an Ineligible Receivable when sold. If so, the seller will repay to the purchaser the amount of the purchase price originally paid to the seller less the amount of any collections already received from that receivable.

If any representation or warranty described above is not true and correct in any material way on the date specified in the Purchase Agreement and, as a result, the purchaser is required to accept a reassignment of all of the receivables transferred to the master trust by paying the Portfolio Reassignment Price, the seller will be required to accept a reassignment of the purchaser’s interest in those receivables. The seller will also be required to deposit into the Collection Account an amount equal to the Portfolio Reassignment Price on the next Distribution Date.

Covenants

It is the intention of the parties to each Purchase Agreement that the transfer of the receivables by the seller to the purchaser under that Purchase Agreement be viewed as an absolute sale of the receivables. Each transfer is not intended to be a pledge of the receivables by the seller to the purchaser to secure a debt or other obligation of the seller. Each Purchase Agreement will also be considered a security agreement within the meaning of Article 9 of the UCC and the conveyance described in that Purchase Agreement will be considered a grant by the seller to the purchaser of a “security interest” within the meaning of Article 9 of the UCC in all of the seller’s right, title and interest in and to the receivables.

Target National Bank continues to be the owner of the accounts and, under the Bank Receivables Purchase Agreement, is permitted to reduce the annual percentage rates of the periodic finance charges assessed on the receivables, reduce other fees charged on any of the accounts or change the other terms of the accounts as required by law or as Target National Bank may determine to be appropriate. However, Target National Bank may not otherwise take these actions if, either:

·as a result of a reduction or change it is reasonably expected that the reduction or change will cause an early amortization event to occur for the related series of certificates, or

·a reduction or change:

—when Target National Bank owns a comparable segment of receivables, is not applied to the comparable segment of consumer open-end credit card accounts owned by Target National Bank with the same characteristics as the receivables that are being reduced or changed, and

—when Target National Bank does not own a comparable segment of receivables, will be made with the intent to benefit TRC over the certificateholders or to materially adversely affect the certificateholders, unless restricted by an endorsement, sponsorship, or other agreement between TRC and an unrelated third party or by the terms of the accounts.

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Transfer of Accounts and Assumption of Target National Bank’s, TCC’s and TRC’s Obligations

The Purchase Agreements and the Pooling and Servicing Agreement allow Target National Bank, TCC and TRC to assign, convey and transfer all or a portion of Target National Bank’s consumer open-end credit card accounts and the receivables arising under those accounts and all servicing functions and other obligations to an assuming entity, without the consent or approval of certificateholders if the following conditions are met:

·the assuming entity, the Master Trust Trustee and any of Target National Bank, TCC or TRC have entered into an assumption agreement providing for the assuming entity to assume all servicing functions and other obligations, including the obligations under the Purchase Agreements and the Pooling and Servicing Agreement, to transfer the receivables generated by the accounts to any of TCC, TRC or the master trust, as the case may be,

·all filings required to perfect the interest of TCC, TRC or the Master Trust Trustee in the receivables generated by the accounts were made and copies have been delivered to the Master Trust Trustee,

·TCC, TRC or the Master Trust Trustee, as the case may be, has received confirmation that the Rating Agency Condition is satisfied, and copies of the confirmation notice were sent to the servicer and the Master Trust Trustee,

·TCC, the transferor, or the Master Trust Trustee, as the case may be, has received an opinion of counsel as to matters specified by TCC, TRC or the Master Trust Trustee, and

·the Master Trust Trustee has received a tax opinion.

The Purchase Agreements and the Pooling and Servicing Agreement provide that the parties to each document may enter into amendments to that document to permit a transfer and assumption without the consent of the certificateholders. After any permitted transfer and assumption, Target National Bank and TCC will have no further liability or obligation under the Purchase Agreements and the Pooling and Servicing Agreement, other than any liabilities that existed before the transfer. Target National Bank and TCC will remain liable for all representations, warranties and covenants made by them before the transfer.

Amendment

The Purchase Agreements may be amended without the consent of the certificateholders or noteholders. No amendment to either Purchase Agreement will be allowed unless the Rating Agency Condition is satisfied.

Termination

The Bank Receivables Purchase Agreement will end upon the mutual agreement of the parties to that agreement. The Receivables Purchase Agreement will end immediately after the master trust has ended. Additionally, if a bankruptcy trustee or receiver is appointed for the seller under either Purchase Agreement, the seller will immediately stop selling Principal Receivables to the purchaser and promptly give notice of the event to the purchaser and to the Master Trust Trustee.

Legal Aspects of the Receivables

Transfer of Receivables

The transfer of the receivables by TRC to the master trust constitutes either a valid transfer and assignment of all of TRC’s interest in and to the receivables or a grant of a security interest in the receivables. See “The Pooling and Servicing Agreement—Representations and Warranties.”

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The receivables are accounts, general intangibles or chattel paper for purposes of the UCC. Both the transfer and assignment of accounts and the transfer of accounts as security for an obligation are treated under Article 9 of the UCC as creating a security interest. The filing of a financing statement is required to perfect the master trust’s interest. If a transfer of general intangibles is considered the creation of a security interest, rather than a sale, Article 9 of the UCC applies and the filing of one or more financing statements is also required to perfect the master trust’s security interest. Financing statements covering the receivables of the master trust will be filed under the UCC.

If a transfer of general intangibles is treated as a sale, the UCC is not applicable and no further action is required to protect the master trust’s interest. Although the priority of general intangibles that come into existence after the date of issuance of the initial series in this case is not as clear, Target National Bank, TCC and TRC believe that it would not be consistent for a court to give the master trust less favorable treatment if the transfer of the receivables is considered to be a sale than if it were considered to be creating a security interest.

There are some limited circumstances under the UCC in which an earlier or later transferee of receivables could have an interest in the receivables with priority over the master trust’s interest. Under the Pooling and Servicing Agreement, TRC will represent and warrant that it has transferred the receivables to the master trust free and clear of all liens and security interests other than tax liens and the interest of TRC as holder of the Transferor Certificate. In addition, TRC will covenant that it will not sell, pledge, assign or transfer, or grant, create, incur, assume or suffer to exist any lien on, any receivable except to the master trust or in connection with any transfer of the accounts selected for the master trust. A tax or other governmental lien on TRC’s property arising before a receivable comes into existence also may have priority over the interest of the master trust in the receivable. There is a good possibility that the master trust may not have a perfected security interest in any of the receivables created after the filing of a petition for relief by or against TCC or TRC under the U.S. bankruptcy code or after the appointment of a receiver or conservator for Target National Bank. It is anticipated that the master trust will either own or have a perfected security interest in receivables existing on the date of filing a petition by or against TCC or TRC under the U.S. bankruptcy code or after the date of appointment of a receiver or conservator for Target National Bank and will be able to make payments of principal and interest on the series of certificates permitting payments of principal and interest on the notes, although there can be no assurance that any of these payments would be timely.

Because the owner trust’s interest in the receivables is dependent upon the master trust’s interest in the receivables, and the master trust’s interest is dependent upon TRC’s interest in the receivables, which is dependent upon TCC’s interest in the receivables, any negative change in the priority or perfection of the master trust’s, TRC’s or TCC’s security interest would correspondingly affect the owner trust’s interest in the affected receivables. In addition, if a receiver or conservator were appointed for Target National Bank, some administrative expenses of the receiver or conservator also may have priority over the interest of the master trust in those receivables. While Target National Bank is the servicer, some cash collections on the receivables may be held by Target National Bank and commingled with its funds for brief periods, and if an insolvency event occurs, the master trust may not have a perfected interest in the commingled collections.

Matters Relating to Bankruptcy or Receivership

Target National Bank has represented and warranted to TCC, and TCC has represented and warranted to TRC that the conveyance of the receivables is a valid sale. In addition, Target National Bank, TCC and TRC have treated and will treat the conveyances of the receivables from Target National Bank to TCC and from TCC to TRC as sales. TCC has taken or will take all actions that are required by the UCC to perfect TCC’s and TRC’s ownership interest in the receivables. If TCC were to become a debtor in a bankruptcy case and a creditor or trustee-in-bankruptcy of the debtor or the debtor itself were to take the

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position that the sale of receivables from TCC to TRC should be recharacterized as a pledge of the receivables to secure a borrowing from that debtor, then delays in payments of collections of receivables to TRC, to the master trust and to noteholders could occur and reductions in the amount of those payments could result.

Target National Bank is chartered as a national banking association and is subject to regulation and supervision by the Office of the Comptroller of the Currency. If Target National Bank becomes insolvent, is in an unsound condition or engages in violations of its bylaws or regulations, or if other similar circumstances occur, the Comptroller of the Currency is authorized to appoint the FDIC as conservator or receiver. If the FDIC is appointed as conservator or receiver for Target National Bank, then an early amortization event will occur for all outstanding series and new principal receivables will cease to be transferred to the master trust. The FDIC, as conservator or receiver, may nonetheless have the power, regardless of the terms of the Bank Receivables Purchase Agreement, the Receivables Purchase Agreement, or the Pooling and Servicing Agreement, to prevent the beginning of an early amortization period, to require new principal receivables to continue to be sold by Target National Bank to TCC, or to prohibit the continued transfer of receivables to TCC.

The FDIC, as conservator or receiver, is authorized by statute to repudiate any contract of Target National Bank within a reasonable time following the date of receivership and limit the master trust’s resulting claim to “actual direct compensatory damages”—not including lost profits or opportunity—measured as of the date of receivership, not the date of payment. This authority may permit the FDIC to repudiate the transfer of receivables by Target National Bank to TCC under the Bank Receivables Purchase Agreement. In addition, this authority may affect the transfer of receivables from TCC to TRC and from TRC to the master trust, and it might affect the granting of a security interest from Target National Bank to TCC, from TCC to TRC, from TRC to the master trust, and from the master trust to the owner trust in the transferred receivables. Under an FDIC regulation, however, the FDIC, as conservator or receiver, will not use its repudiation authority to reclaim, recover or recharacterize financial assets, such as the receivables, transferred by a bank if certain conditions are met. These conditions include transfers that qualify for sale accounting treatment, were made for adequate consideration, and were not made fraudulently, in contemplation of insolvency, or with the intent to hinder, delay or defraud the bank or its creditors. Target National Bank believes that the transfer of the receivables from Target National Bank to TCC qualifies for sale accounting treatment, that this FDIC regulation applies to the transfer of receivables under the Bank Receivables Purchase Agreement, the Receivables Purchase Agreement and the Pooling and Servicing Agreement and that the conditions of the regulation have been satisfied.

The FDIC has the right to require the Master Trust Trustee to establish its right to payments by submitting to and completing the administrative claims procedure established under the Financial Institutions Reform, Recovery and Enforcement Act of 1989. The conservator or receiver has the right to request a stay of proceedings as to Target National Bank. This could result in delays in payments on the notes and possible losses to you.

In addition, if TCC is a debtor in a bankruptcy case and a creditor or trustee-in-bankruptcy of the debtor or the debtor itself requests a court to order TCC substantively consolidated with TRC, an early amortization event will occur and payments on the notes may be accelerated or delayed. If the bankruptcy court rules in favor of any creditor, trustee-in-bankruptcy or debtor, reductions in payments may result.

TRC has taken or will take all actions that are required under the UCC to perfect the master trust’s interest in the receivables. TRC has also warranted to the master trust that the master trust will have a first priority interest in the receivables and, with some exceptions, in the proceeds as well. However, a tax or other government lien on property of Target National Bank, TCC or TRC which predates the time a receivable is conveyed to the master trust may have priority over the interest of the master trust in that receivable. TRC’s articles of incorporation state that it shall not file a voluntary petition for relief under

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the U.S. bankruptcy code without the unanimous affirmative vote of all of its directors, including the independent directors. The Master Trust Trustee and the Indenture Trustee will each covenant that it will not at any time institute against TRC any bankruptcy, reorganization or other proceedings under any federal or state bankruptcy or similar law. In addition, other steps have been or will be taken to avoid TRC’s becoming a debtor in a bankruptcy case. Aside from these steps, if TRC is a debtor in a bankruptcy case, and a bankruptcy trustee for TRC or a creditor of TRC takes the position that the transfer of the receivables from TRC to the master trust should be recharacterized as a pledge of the receivables, then delays in payments on the notes and, should the court rule in favor of the bankruptcy trustee or any creditor, reductions in the amount of the payments could result.

TRC has been structured in a manner intended to reduce the likelihood of the voluntary or involuntary application for relief under the U.S. bankruptcy code or similar applicable state laws. TRC is also structured to avoid the substantive consolidation of TRC with TCC. TRC is a separate, special purpose subsidiary, whose articles of incorporation contain limitations on the nature of TRC’s business and restrictions on the ability of TRC to commence voluntary or involuntary cases or proceedings under these laws without the unanimous vote of all its directors. Additionally, TRC does not intend to file, and TCC has agreed that it will not file, a voluntary petition for relief under the U.S. bankruptcy code or any similar state laws as to TRC.

If TRC is a debtor in a bankruptcy case causing an early amortization event to occur, then, under the Pooling and Servicing Agreement, additional Principal Receivables will not be transferred to the master trust. On the occurrence of some events of bankruptcy, insolvency or receivership, if no early amortization event except the commencement of the bankruptcy or similar event exists, the trustee-in-bankruptcy may have the power to continue to require TRC to transfer new receivables to the master trust and to prevent the commencement of an early amortization period or, if applicable for any series of certificates as specified in the prospectus supplement, the rapid accumulation period.

The Pooling and Servicing Agreement provides that, upon the appointment of a conservator or receiver, with respect to Target National Bank, an early amortization event will occur with respect to all series of certificates then outstanding and a Servicer Default will occur. Pursuant to the Bank Receivables Purchase Agreement, the Receivables Purchase Agreement and the Pooling and Servicing Agreement, newly created Principal Receivables will not be transferred from Target National Bank to TCC, from TCC to TRC, or from TRC to the master trust on and after the appointment of a conservator or receiver for Target National Bank. The FDIC, as conservator or receiver, however, may have the power, regardless of the Bank Receivables Purchase Agreement, the Receivables Purchase Agreement and the Pooling and Servicing Agreement to prevent the commencement of an early amortization period with respect to any series of certificates in the master trust or to require new assets to continue to be transferred to TCC. In addition, the FDIC, as conservator or receiver, may have the power to prohibit the continued transfer of assets. The FDIC as conservator or receiver for the servicer may have the power to prevent the termination of Target National Bank as servicer and may have the power to prevent the Master Trust Trustee or the certificateholders from appointing a successor servicer under the Pooling and Servicing Agreement if no Servicer Default exists except the commencement of a receivership or similar event.

Payments made on repurchases of receivables by TCC or TRC may be recoverable by TCC or TRC, or by a creditor, conservator, receiver or a trustee-in-bankruptcy of TCC or TRC, as a preferential transfer from TCC or TRC if these payments are made within one year before the filing of a bankruptcy case as to TCC or TRC.

The Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 was signed into law on April 20, 2005, and generally became effective on October 17, 2005. The Act extensively amends the U.S. bankruptcy code and is widely viewed as making it more difficult for individual debtors to discharge debts in bankruptcy. As a result, there was an increase in bankruptcy filings prior to October 17, 2005, as

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individuals took advantage of the more favorable provisions in the U.S. bankruptcy code before they were repealed.

Certain Regulatory Matters

The operations and financial condition of Target National Bank are subject to extensive regulation and supervision and to various requirements and restrictions under federal and state law. The appropriate banking agencies have broad enforcement powers over Target National Bank. These enforcement powers may adversely affect the operation of the master trust and your rights under the securitization agreements prior to the appointment of a receiver or conservator.

If the appropriate banking agency were to find that any securitization agreement of Target National Bank, the master trust or the owner trust, or the performance of any obligation under such an agreement, or any activity of Target National Bank that is related to the operation of its credit card business or its obligations under the related securitization agreements, constitutes an unsafe or unsound practice or violates any law, rule, regulation, or written condition or agreement, that banking agency has the power to order Target National Bank, among other things, to rescind that agreement, refuse to perform that obligation, terminate that activity, or take such other action as such agency determines to be appropriate. Target National Bank may not be liable to you for contractual damages for complying with such an order and you may not have any legal recourse against the appropriate banking agency.

On March 14, 2003, the Office of the Comptroller of the Currency, referred to in this prospectus as the OCC, issued a temporary cease and desist order and a notice of charges for a permanent cease and desist order against a national banking association in connection with a securitization of its credit card receivables. On April 15, 2003, the OCC terminated those orders and issued a consent order against that bank that directed that bank to, among other things,

·cease to act as servicer upon the appointment of a successor servicer, but in any case no later than June 30, 2003;

·withhold funds from collections in an amount determined by a servicing compensation schedule set forth in the consent order, notwithstanding the priority of payments established in the securitization documents and the relevant trust’s perfected security interest in those funds; and

·withhold funds from current collections in an amount sufficient to reimburse that bank retroactively for the servicing compensation amount established for the period from April 1, 2003 to the date of the order, less servicing fees or compensation withheld by that bank during this period pursuant to the securitization documents and the temporary cease and desist order.

The servicing fee rates described in the schedule set forth in the consent order were higher than the servicing fee rate established in that bank’s securitization documents. The temporary cease and desist order had directed that bank to withhold funds from collections in an amount sufficient to compensate that bank for its actual costs and expenses of servicing its securitized receivables. The notice of charges for a permanent cease and desist order had asserted that the servicing fee which that bank was entitled to receive under the securitization documents was inadequate compensation due to the nature of its portfolio, and therefore contrary to safe and sound banking practices, because (i) that bank’s actual cost of servicing exceeded the contractual servicing fee and (ii) as a result of the subordination of the servicing fee the bank was receiving reduced or no payments for certain services. In addition, the OCC separately ordered that bank to cease extending new credit on its credit cards.

In the event that Target National Bank was in economic or regulatory difficulty and servicing fees payable under the securitization documents did not fully compensate Target National Bank for its actual servicing costs, a federal banking regulatory authority might order Target National Bank to amend or rescind its securitization agreements, or to withhold amounts equal to its actual servicing costs as

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determined by the agency. In addition, the appropriate banking agency would have the power to order Target National Bank to cease extending new credit to its credit card customers. While Target National Bank has no reason to believe that any federal banking regulatory authority would currently consider provisions relating to Target National Bank acting as servicer or the payment of a servicing fee to Target National Bank, or any other obligation of Target National Bank under any securitization agreements to be unsafe or unsound or violative of any law, rule or regulation applicable to it, there can be no assurance that a federal banking regulatory authority in the future would not conclude otherwise. If a federal banking regulatory authority did reach such a conclusion, and ordered Target National Bank to rescind or amend its securitization agreements, payments to you could be delayed or reduced.

Consumer Protection Laws

The relationship of the cardholder and credit card issuer is extensively regulated by federal and state consumer protection and related laws. For credit cards issued by Target National Bank, the most significant laws include:

·the Truth-in-Lending Act,

·the Fair Credit Billing Act,

·the Fair Debt Collection Practices Act,

·the Equal Credit Opportunity Act,

·the Fair Credit Reporting Act,

·the Electronic Funds Transfer Act,

·the National Banking Act, and

·applicable state laws.

Claims may be brought under these statutes by private consumers as well as federal and state regulators. These statutes impose disclosure requirements when a credit card account is advertised, when it is opened, at the end of monthly billing cycles and at year end and, in addition, prohibit discriminatory practices in extending credit and impose limitations on the type of account-related charges that may be assessed. Federal law requires credit card issuers to disclose to consumers:

·the interest rates,

·cardholder fees,

·grace periods, and

·balance calculation methods.

In addition, cardholders are entitled under current laws to have payments and credits applied to the credit card account promptly, to receive prescribed notices and to require billing errors to be resolved promptly.

Some laws, including the laws described above, may limit Target National Bank’s ability to collect amounts owing on the receivables regardless of any act or omission on the part of Target National Bank. For example, under the Fair Credit Billing Act, a credit card issuer is open to all claims, other than tort claims, and defenses arising out of transactions in which a credit card is used as a method of payment or extension of credit, if:

·the obligor has made a good faith attempt to obtain satisfactory resolution of a disagreement or problem relative to the transaction from the person honoring the credit card, and

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·except in cases where there is a relationship between the person honoring the card and the credit card issuer, the amount of the initial transaction exceeds $50 and the place where the initial transaction occurred was in the same state as the cardholder’s mailing address or within 100 miles of that address.

These statutes further provide that in some cases cardholders cannot be held liable for, or the cardholder’s liability is limited with respect to, charges to the credit card account that result from unauthorized use of the credit card.

Additional consumer protection laws may be enacted that would impose requirements on the making, enforcement and collection of consumer credit loans. The potential effect of any legislation which limits the amount of finance charges and fees that may be charged on credit cards could be to reduce the portfolio yield on the accounts. If the portfolio yield is reduced, an early amortization event may occur, and the early amortization period or, if applicable for any series of certificates as specified in the prospectus supplement, the rapid accumulation period would commence. Any new laws or rulings that may be adopted, and existing consumer protection laws, may adversely affect the ability to collect on the receivables. In addition, failure of the servicer to comply with those requirements could adversely affect the servicer’s ability to enforce the receivables.

Some jurisdictions may attempt to require out-of-state credit card issuers to comply with their consumer protection laws in connection with their operations in those jurisdictions. These laws may include a limitation on the charges imposed by credit card issuers. If it were determined that out-of-state credit card issuers must comply with a jurisdiction’s laws limiting the charges imposed by credit card issuers, those actions could have an adverse impact on Target National Bank’s credit card operations. Application of federal and state bankruptcy and debtor relief laws, including the Servicemembers Civil Relief Act, would affect the interests of the holders of the notes if the protection provided to debtors under those laws result in any receivables of the master trust being written off as uncollectible.

The master trust may be liable for violations of consumer protection laws that apply to the receivables transferred to it, either as assignee from TRC for obligations arising before the transfer or as a party directly responsible for obligations arising after the transfer. In addition, a cardholder may be entitled to assert these violations by way of set-off against his or her obligation to pay the amount of receivables owing. TRC will warrant to the master trust in the Pooling and Servicing Agreement that all receivables transferred to the master trust have been and will be created in compliance with the requirements of these laws. See “The Pooling and Servicing Agreement—Representations and Warranties” for additional discussion.

Claims and Defenses of Cardholders Against the Master Trust

The UCC provides that unless a cardholder has made an enforceable agreement not to assert defenses or claims arising out of a transaction, the rights of the master trust are limited by:

·all the terms of the cardholder agreement between Target National Bank and the cardholder,

·any defense or claim of the cardholder,

·rights of set-off, and

·any other defense or claim of the cardholder against Target National Bank that accrues before the cardholder receives notification of the assignment.

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The UCC also provides that any cardholder is authorized to continue to pay Target National Bank until:

·the cardholder receives notification, reasonably identifying the rights assigned, that the amount due or to become due has been assigned and that payment is to be made to the Master Trust Trustee or successor servicer, and

·if requested by the cardholders, the Master Trust Trustee or successor servicer has furnished reasonable proof of assignment.

No agreement as to defenses has been entered into and no notice of the assignment of the receivables to the master trust will be sent to the cardholders obligated on the accounts in connection with the transfer of the receivables to the master trust.

Industry Litigation

In 1996, Wal-Mart Stores, Inc. and several other retailers sued MasterCard International Incorporated, VISA U.S.A., Inc. and VISA International, Inc. in the U.S. District Court for the Eastern District of New York (the “District Court”). The suit asserted that the rules of the foregoing associations regarding the uniform acceptance of all VISA and MasterCard cards, including debit VISA and MasterCard cards, constituted an illegal tying arrangement. In April 2003, MasterCard and VISA each agreed to settle the matter by among other things, reducing interchange rates for debit cards, allowing merchants to decline debit cards, and agreeing to pay into settlement funds as follows: MasterCard agreed to pay into a settlement fund approximately $1 billion over ten years and VISA agreed to pay approximately $2 billion over ten years. On December 19, 2003, the District Court granted final approval of the settlement. The court interpreted the release provided by the merchant class as encompassing any possible suit by class members with respect to debit or credit card interchange fees or with respect to exclusionary rules barring issuance of American Express or Discover cards by member banks and as prohibiting such suits against the member banks as well as against the associations. On January 4, 2005, the U.S. Court of Appeals for the Second Circuit affirmed the District Court’s order approving the settlement in all respects. However, certain merchants have previously opted out of the settlement and have filed separate lawsuits that are currently pending. Target National Bank cannot predict with any degree of certainty the final outcome of the litigation described above or their effect on the competitive environment in the credit card industry.

In 1998, the U.S. Department of Justice (“DOJ”) filed suit against VISA U.S.A., Inc., VISA International, Inc. and MasterCard International Incorporated alleging that VISA by-law 2.10(e) and MasterCard’s Competitive Programs Policy, both of which precluded any member of any of the foregoing associations from issuing credit cards and debit cards over the Discover or American Express network (or any other competitive network), violated antitrust laws and were anticompetitive. The district court found in favor of the DOJ holding that the exclusionary rules had substantial adverse impact on competition and could not be enforced by the associations. The 2nd Circuit affirmed and the U.S. Supreme Court denied review on October 4, 2004, resulting in the repeal of these rules.

On November 15, 2004, American Express filed suit against VISA, MasterCard, Chase Bank USA, National Association, Bank of America, Capital One, Household, U.S. Bank, Wells Fargo, Providian and USAA Federal Savings Bank in the Southern District of New York, alleging that it suffered damages from the exclusionary rules. American Express claims that, in addition to VISA and MasterCard, member banks were instrumental in adopting and carrying out the associations’ exclusionary rules and that the exclusionary rules were restrictions by and for the member banks; that the member banks agreed not to compete by means of offering American Express cards; and that the motives of the member banks were to restrict competition to enhance member bank profitability. Target National Bank cannot predict with any degree of certainty the final outcome of the litigation described above, its effect on the competitive

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environment in the credit card industry or the effect of the American Express action on Target National Bank’s credit card business.

In February 2000, plaintiff Adam A. Schwartz filed a lawsuit in California Superior Court against VISA International Corp., VISA International Service Association, Inc., VISA U.S.A., Inc. and MasterCard International Incorporated alleging that VISA and MasterCard have unlawfully concealed the fact that each increased by 1% the rate at which it converted foreign currency to United States dollars for credit card purchases made in foreign currencies by United States cardholders. The case was brought under the California unfair business practices statute. On April 7, 2003, the court issued a decision in favor of the plaintiff and against VISA and MasterCard, holding that the networks’ disclosures of the 1% currency conversion fee were inadequate under California law. VISA and MasterCard appealed the decision. On September 28, 2005, the appellate court reversed the judgment and remanded the case to the trial court for further consideration. The reversal was based on an amendment to the California statute at issue in the case, which now requires the plaintiff to have suffered actual injury. Target National Bank cannot predict with any degree of certainty the ultimate outcome of any further review by the trial court or the effect of this action on Target National Bank’s credit card business.

Beginning in or around February 2001, more than twenty individual credit cardholders filed putative class actions against VISA International Service Association, Inc., VISA U.S.A., Inc., MasterCard International Incorporated and seven credit card issuing banks and their parent companies, alleging that VISA and MasterCard, together with their members banks, had conspired to fix the price of currency conversion services for credit card purchases made in a foreign currency by United States cardholders. The plaintiffs also asserted that disclosure requirements of the Truth-in-Lending Act and regulations promulgated thereunder had not been observed. The cases were consolidated in the District Court for the Southern District of New York for pretrial purposes. On July 3, 2003, the court denied in principal part the defendants’ motion to dismiss the consolidated complaint. On November 12, 2003, the plaintiffs moved for an order certifying the action as a class action, and by Order dated October 15, 2004, the court granted class certification. Target National Bank cannot predict with any degree of certainty the outcome of the consolidated action or the effect of this action on Target National Bank’s credit card business.

Since approximately June 2005, a number of actions, including some putative class actions, have been filed in various federal courts by merchants alleging that VISA, MasterCard and certain member banks, as well as unnamed people and entities, unlawfully conspired to set the price of Interchange, unlawfully tied or bundled charges for separate and distinct services, entered into unlawful exclusive dealing arrangements, and unlawfully prohibited merchants from surcharging cardholders. Target National Bank cannot predict with any degree of certainty the final outcome of these actions, their effects on the competitive environment in the credit card industry or their effects on Target National Bank’s credit card business.

Other Litigation

From time to time, Target National Bank is subject to various pending or threatened lawsuits, including certain class actions, arising out of the normal course of business. These lawsuits have challenged certain policies and practices of Target National Bank’s credit card business. Target National Bank has defended itself against claims in the past and intends to continue to do so in the future. While it is impossible to predict the outcome of any of these lawsuits, Target National Bank believes that any liability which might result from any of these lawsuits will not have a material adverse effect on the credit card receivables.

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Federal Income Tax Consequences

The following general discussion summarizes the material U.S. federal income tax consequences relating to the purchase, ownership and disposition of a note. This discussion applies only to notes offered under this prospectus and the prospectus supplement. This summary deals primarily with U.S. Note Owners who acquire their notes at their original issue price in the original issuance of those notes and who hold their notes as capital assets.

This discussion is based on present provisions of the Code, the proposed, temporary and final Treasury regulations under the Code, administrative rulings or pronouncements and judicial decisions:

·all as in effect on the date of this prospectus, and

·all of which are subject to change, possibly with retroactive effect.

This discussion does not address all of the U.S. federal tax consequences that may be relevant to a noteholder because of that noteholder’s particular circumstances. It does not address the U.S. federal income tax consequences that may be relevant to some types of noteholders that are subject to special treatment under the Code, including:

·dealers in securities or currencies,

·financial institutions,

·tax-exempt entities,

·regulated investment companies,

·real estate investment trusts,

·traders in securities who elect to mark their securities holdings to market,

·insurance companies,

·persons holding notes as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle,

·persons whose functional currency is not the United States dollar, or

·partnerships and partners in such partnerships.

Also, the following discussion does not consider the alternative minimum tax consequences, if any, of an investment in the notes, or the state, local or foreign tax consequences of an investment. Each prospective noteholder is urged to consult its own tax advisor in determining the U.S. federal, state, local and foreign income and any other tax consequences of the purchase, ownership and disposition of a note.

No ruling will be sought from the IRS regarding any of the U.S. federal income tax consequences discussed in this prospectus. Furthermore, the opinions of Skadden, Arps, Slate, Meagher & Flom LLP described below are not binding on the IRS or the courts. As a result, no assurance can be given that the IRS will not take positions contrary to those described below. In addition, such opinions are based on the representations and assumptions described in those opinions, including, but not limited to, the assumption that all of the relevant parties will comply with all terms of the Indenture, the Deposit and Administration Agreement, the Trust Agreement, the Pooling and Servicing Agreement, the Series Supplement, the Receivables Purchase Agreement, the Bank Receivables Purchase Agreement and the other related documents. The conclusions of tax counsel described in the opinions and the discussion of the U.S. federal income tax consequences in this prospectus may not be accurate:

·if those representations are inaccurate, and/or

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·if the relevant parties fail to comply with the terms of these agreements.

Tax Characterization of the Master Trust

The transferor anticipates that Skadden, Arps, Slate, Meagher & Flom LLP will furnish an opinion to the transferor, in relation to the issuance of any notes offered by this prospectus, that the master trust will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. The opinion will be based on the assumptions and qualifications described in that opinion and on certain representations or covenants. As discussed in the previous paragraph, however, this opinion is not binding on the IRS and no assurance can be given that this characterization will prevail. If the master trust were treated in whole or in part as a publicly traded partnership taxable as a corporation, the taxable income of the master trust would be subject to U.S. federal income tax at the marginal corporate income tax rates applicable to such income. This entity-level tax could result in reduced distributions to an owner trust and, therefore, to noteholders.

Tax Characterization of an Owner Trust

The transferor anticipates that Skadden, Arps, Slate, Meagher & Flom LLP will furnish an opinion to the transferor, in relation to the issuance of notes offered by this prospectus and the prospectus supplement, that the owner trust will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. The opinion will be based on the assumptions and qualifications described in that opinion and on certain representations or covenants. As discussed above, however, this opinion is not binding on the IRS and no assurance can be given that this characterization will prevail.

If other interests in an owner trust, excluding the notes, for which no opinion will be rendered that those interests would constitute debt for U.S. federal income tax purposes, are characterized as equity interests in a partnership, or if all or part of an owner trust were treated as a partnership in which some or all holders of one or more classes of notes were partners, that partnership could be classified as a publicly traded partnership taxable as a corporation. Unless specified exceptions apply, a partnership will be classified as a publicly traded partnership taxable as a corporation if equity interests in that partnership:

·are traded on an “established securities market,” or

·are “readily tradable” on a “secondary market” or its “substantial equivalent.”

If an owner trust were classified as a publicly traded partnership taxable as a corporation, the taxable income of the owner trust would be subject to U.S. federal income tax at the applicable corporate income tax rates. This entity-level tax could result in reduced distributions to noteholders. In addition, the distributions from the owner trust would not be deductible in computing the taxable income of the deemed corporation, except to the extent that:

·any notes were treated as debt of the corporation, and

·distributions to the related noteholders were treated as payments of interest on the notes.

Furthermore, distributions to noteholders not treated as holding debt would be treated as dividends for U.S. federal income tax purposes to the extent of the current and accumulated earnings and profits of the owner trust.

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Tax Considerations Relating to Noteholders

Tax Characterization of the Notes as Debt

The owner trust will express in the Indenture its intent that the notes will be treated as debt for all U.S. tax purposes. The owner trust, by entering into the Indenture, and each noteholder, by the acceptance of a beneficial interest in a note, will agree to treat the notes as debt for U.S. tax purposes.

It is anticipated that Skadden, Arps, Slate, Meagher & Flom LLP will furnish an opinion, in relation to the issuance of notes offered by this prospectus and prospectus supplement, that such notes will be properly characterized as indebtedness for U.S. federal income tax purposes. The discussion below assumes that the notes will be considered debt for U.S. federal income tax purposes.

Taxation of Interest Income on the Notes

General.   The owner trust intends to take the position that a U.S. Note Owner generally will include the stated interest on a note in gross income when that interest is received or accrued according to that U.S. Note Owner’s regular method of tax accounting. This conclusion is based on the owner trust’s position that the stated interest on a note is “unconditionally payable,” as that term is defined in the applicable Treasury regulations.

Under the applicable Treasury regulations, the stated interest on the notes will be considered unconditionally payable only if reasonable legal remedies exist to compel timely payment or the terms and conditions of the notes make the likelihood of late payment or non-payment of the stated interest a remote contingency. The owner trust believes that the late payment or non-payment of stated interest on the notes is a remote contingency:

·because an owner trust and the Owner Trustee will have no discretion to withhold, delay or otherwise defer scheduled monthly payments of stated interest on the notes, if an owner trust has sufficient cash on hand to allow the Owner Trustee to make those interest payments, and

·based on the ratings of the notes.

If, however, the stated interest on the notes is not considered to be unconditionally payable:

·the stated interest on the notes will be considered original issue discount, and

·a U.S. Note Owner will be required to include that stated interest in income in the manner described below in “—Original Issue Discount Obligations.”

Original Issue Discount Obligations.   Assuming that the stated interest on the notes is considered to be “unconditionally payable,” a class of notes will not be considered to have been issued with original issue discount unless:

·a substantial amount of that class of notes is sold, in the original issuance of those notes, to investors at a price that is less than the stated principal amount of those notes, and

·the amount of such discount exceeds a statutory de minimis amount of original issue discount.

Under applicable regulations, a holder of a note issued with de minimis original issue discount must include the original issue discount in income proportionately as principal payments are made on a class of notes.

If a note is considered to have been issued with original issue discount, a U.S. Note Owner of such note must include the amount of the original issue discount in income on a daily economic accrual basis without regard to that person’s method of accounting and without regard to receipt of cash related to that income. Receipt of cash representing original issue discount that has been reported will not give rise to additional income. The relevant prospectus supplement will disclose whether the transferor believes that any class of notes issued pursuant to such prospectus supplement is issued with original issue discount.

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Market Discount or Premium.   A noteholder who purchases a note at a discount from its adjusted issue price may be subject to the “market discount” rules of the Code. The relevant provisions of these rules generally provide:

·for gain equal to accrued market discount to be treated as ordinary income when the note is sold or disposed of,

·for partial principal payments to be treated as ordinary income to the extent of accrued market discount, and

·for certain interest deductions related to any debt incurred to acquire or carry the market discount note to be deferred.

A noteholder that purchases a note for an amount greater than the sum of all amounts payable on that note after the purchase date other than payments of “qualified stated interest,” will be considered to have purchased the note at a premium. That noteholder may generally choose to amortize the premium as an offset to interest income using a constant yield method over the remaining term of the note.

Sale, Exchange or Retirement of Notes

Upon a sale or other taxable exchange, retirement or disposition of a note, a U.S. Note Owner will generally recognize gain or loss equal to the difference between:

·the amount realized on that sale, exchange, retirement or other disposition (less an amount equal to any accrued but unpaid interest), and

·the U.S. Note Owner’s adjusted tax basis in that note:

—as increased by any original issue discount or market discount previously included in income by the holder, and

—as decreased by any deductions previously allowed for amortizable bond premium and by any payments reflecting principal or original issue discount received for that note.

This gain or loss generally will be capital gain or loss and generally will be considered long-term capital gain or loss if the U.S. Note Owner held the note for more than one year at the time of the sale, exchange, retirement or other disposition (subject to the market discount provisions of the Code described above). The long-term capital gains of individuals, estates, and trusts generally are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Non-U.S. Note Owners

Taxation of Interest Income on the Notes

Assuming that all of the notes issued to Non-U.S. Note Owners are considered to be debt for U.S. federal income tax purposes, and the interest on the notes is not “contingent interest,” under present U.S. federal income and estate tax law, and subject to the discussion on backup withholding below under “—Information Reporting and Backup Withholding”:

·no withholding of U.S. federal income tax will be required on the payment by the owner trust or any withholding agent of principal or interest on a note owned by a Non-U.S. Note Owner if:

—the beneficial owner does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of the transferor entitled to vote within the meaning of section 871(h)(3) of the Code and the Treasury regulations under the Code,

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—the beneficial owner is not a controlled foreign corporation that is related to the transferor through stock ownership,

—the beneficial owner is not a bank whose receipt of interest on a note is pursuant to a loan agreement entered into in the ordinary course of its trade or business, and

—the beneficial owner satisfies the statement requirements.

To satisfy the statement requirements referred to above, the noteholder or a financial institution holding the note on behalf of the owner must provide, in accordance with specified procedures, the owner trust or any withholding agent with a statement to the effect that the noteholder is not a U.S. Note Owner. Currently, these requirements will be met if:

·the noteholder provides its name and address, and certifies, under penalties of perjury, that it is not a U.S. Note Owner, which certification may be made on an IRS Form W-8BEN or successor form, and

·a financial institution holding the note on behalf of a noteholder certifies, under penalties of perjury, that the statement has been received by it and furnishes any withholding agent with a copy.

If a Non-U.S. Note Owner cannot satisfy the requirements described above, payments of interest made to that beneficial owner will be subject to a 30% withholding tax unless that beneficial owner provides the owner trust or any withholding agent with a properly executed:

·IRS Form W-8BEN, or successor form, claiming an exemption from, or a reduction in the rate of, that withholding tax under the benefit of an applicable U.S. income tax treaty, or

·IRS Form W-8ECI, or successor form, stating that the interest paid on the note is not subject to that withholding tax because it is effectively connected with the noteholder’s conduct of a trade or business in the United States.

The Non-U.S. Note Owner, although exempt from the U.S. withholding tax discussed above, will be subject to U.S. federal income tax on the interest on a net income basis in the same manner as if it were a U.S. Note Owner if:

·it is engaged in a trade or business in the United States, and

·the interest on its notes is effectively connected with the conduct of that trade or business.

In addition, if that Non-U.S. Note Owner is a foreign corporation, it may be subject to a U.S. branch profits tax equal to 30%, or any lower applicable treaty rate, of its effectively connected earnings and profits for the taxable year, subject to adjustments. For this purpose, the interest income will be included in that corporation’s earnings and profits.

Sale, Exchange or Retirement of Notes

Any gain realized by a Non-U.S. Note Owner upon the sale, exchange, retirement or other disposition of a note generally will not be subject to U.S. federal income or withholding tax unless:

·the gain is effectively connected with a U.S. trade or business of the Non-U.S. Note Owner in the United States, or

·for a Non-U.S. Note Owner who is an individual, that individual is present in the United States for 183 days or more in the taxable year of the sale, exchange, retirement or other disposition, and other conditions are met.

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Alternative Characterizations

If the notes were treated as an interest in a partnership, other than a publicly traded partnership taxable as a corporation, a Non-U.S. Note Owner may be treated as engaged in a trade or business in the United States as a result of owning a note. In such case, the Non-U.S. Note Owner:

·would be required to file a U.S. federal income tax return, and

·generally, would be subject to U.S. federal income tax, including, for a Non-U.S. Note Owner that is a corporation, the U.S. branch profits tax, on its allocable share of the net income from the partnership.

Furthermore, withholding may apply to partnership income that is allocable to a Non-U.S. Note Owner that is considered to be a partner in the partnership. That withholding would be imposed on the holder’s deemed share of the owner trust’s income at a rate equal to the highest marginal U.S. federal income tax rate applicable to the Non-U.S. Note Owner. Alternatively, if some or all of the notes were treated as equity interests in a publicly traded partnership taxable as a corporation, the gross amount of any related dividend distributions to a Non-U.S. Note Owner generally would be subject to U.S. withholding tax at the rate of 30%, unless that rate were reduced under an applicable U.S. income tax treaty. See the last two paragraphs of “—Tax Characterization of an Owner Trust” above for discussion of possible alternative characterizations of an owner trust.

Special rules may apply for Non-U.S. Note Owners who:

·have an office or other fixed place of business in the U.S.,

·are former U.S. citizens,

·are engaged in a banking, financing, insurance or similar business in the U.S., or

·are “controlled foreign corporations,” “passive foreign investment companies” or corporations that accumulate earnings in order to avoid U.S. federal income tax.

These persons should consult their own U.S. tax advisors before investing in the notes.

Tax Consequences to Plans

In general, assuming the notes are debt for federal income tax purposes, interest income on notes would not be taxable to Plans that are tax-exempt under the Code, unless the notes were “debt-financed property” because of borrowings by the Plan itself. However, if, contrary to the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel for federal income tax purposes, the notes are equity interests in a partnership and the owner trust or the master trust is viewed as having other outstanding debt, then all or part of the interest income on the notes would be taxable to the Plan as “debt-financed income.”  Plans should consult their tax advisors concerning the tax consequences of purchasing notes.

Information Reporting and Backup Withholding

Information returns will be required to be filed with the IRS reporting payments made to certain U.S. Note Owners. In addition, certain U.S. Note Owners may be subject to U.S. backup withholding tax in respect of such payments if such a holder does not provide its taxpayer identification number to the owner trust or if the IRS notifies the owner trust that such a holder is subject to backup withholding due to a failure to report certain interest or dividend income. Certain U.S. Note Owners may also be subject to information reporting and backup withholding requirements with respect to proceeds from a sale of notes. Generally, the owner trust must report annually to the IRS and to a Non-U.S. Note Owner the amount of interest paid to such Non-U.S. Note Owner on a note and the amount of tax, if any, that the owner trust withheld with respect to such payments. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which

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such Non-U.S. Note Owner resides under the provisions of an applicable income tax treaty. Non-U.S. Note Owners may be required to comply with applicable certification procedures to establish that they are not U.S. persons in order to avoid the application of other U.S. information reporting requirements and backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the holder’s U.S. federal income tax liability, provided that the required information is furnished to the IRS.

ERISA Considerations

The Employee Retirement Income Security Act of 1974, as amended, referred to in this prospectus as ERISA, and Section 4975 of the Code impose restrictions on:

·employee benefit plans (as defined in Section 3(3) of ERISA) that are subject to Title I of ERISA;

·plans (as defined in Section 4975(e)(1) of the Code) that are subject to Section 4975 of the Code, including individual retirement accounts or Keogh plans;

·any entities whose underlying assets include plan assets by reason of a plan’s investment in these entities—each of the entities described in the two preceding clauses and this clause are referred to in this prospectus as a “Plan”; and

·persons who have specified relationships to Plans which are “parties in interest” under ERISA and “disqualified persons” under the Code, which collectively are referred to in this prospectus as “Parties in Interest.”

In addition, based on the reasoning of the United States Supreme Court in John Hancock Life Ins. Co. v. Harris Trust and Sav. Bank, 510 U.S. 86 (1993), an insurance company’s general account may be deemed to include assets of the Plans investing in the general account (e.g., through the purchase of an annuity contract), and the insurance company might be treated as a Party in Interest with respect to a Plan by virtue of that investment.

However, governmental plans and some church plans are generally not subject to the fiduciary responsibility provisions of ERISA or the provisions of Section 4975 of the Internal Revenue Code. However, these plans may be subject to substantially similar rules under state or other federal law, and may also be subject to the prohibited transaction rules of Section 503 of the Internal Revenue Code.

Plan Asset Issues for an Investment in the Notes

The Plan Asset Regulation is a regulation issued by the United States Department of Labor, which states that if a Plan makes an “equity” investment in a corporation, partnership, trust or other specified entities, the underlying assets and properties of the entity will be deemed for purposes of ERISA and Section 4975 of the Code to be assets of the investing Plan unless one or more of the exceptions set forth in the regulation apply.

Pursuant to the Plan Asset Regulation, an equity interest is any interest in an entity other than an instrument that is treated as indebtedness under applicable law and which has no substantial equity features. Although there is little statutory or regulatory guidance on this subject, and there can be no assurances in this regard, because the notes (1) are expected to be treated as indebtedness under local law and will, in the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, be treated as indebtedness, rather than equity, for federal tax purposes and (2) should not be deemed to have any “substantial equity features,” the notes should not be treated as an equity interest for purposes of the Plan Asset Regulation. These conclusions are based, in part, upon the traditional debt features of the notes, including the reasonable expectation of purchasers of the notes that the notes will be repaid when due, as well as the

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absence of conversion rights, warrants and other typical equity features. Accordingly, the assets of the owner trust should not be treated as the assets of Plans investing in the notes. It should be noted that the debt treatment of the notes for ERISA purposes could change subsequent to their issuance, in other words, they could be treated as equity, if, for instance, the owner trust or master trust incur losses or there is a change in the ratings of the notes.

Potential Prohibited Transactions from Investment in Notes

A prohibited transaction could arise if:

·a Plan acquires notes, and

·under the Plan Asset Regulation, the assets of the owner trust are treated as if they were plan assets of the Plan.

Fiduciaries of benefit plans contemplating an investment in notes should carefully consider whether the investment would violate these rules.

Investment by Plan Investors

Prior to making an investment in the notes, each Plan investor and each fiduciary causing the notes to be purchased by, on behalf of or using “plan assets” of a Plan that is subject to the prohibited transaction rules of ERISA or Section 4975 of the Code, including without limitation an insurance company general account, shall be deemed to have represented and warranted that, an exemption from the prohibited transaction rules applies, so that the use of plan assets of the Plan to purchase and hold the notes does not and will not constitute or otherwise result in a non-exempt prohibited transaction in violation of Section 406 or 407 of ERISA or Section 4975 of the Code.

Any purchaser that is an insurance company using the assets of an insurance company general account should note that regulations promulgated under Section 401(c) of ERISA established that assets held by an insurance company general account will not constitute plan assets for purposes of the fiduciary responsibility provisions of ERISA and Section 4975 of the Code to the extent such assets relate to contracts or policies issued to Plans on or before December 31, 1988, provided the insurer complies with the specified conditions. The plan asset status of insurance company separate accounts is unaffected by Section 401(c) of ERISA, and separate account assets continue to be treated as plan assets of any Plan invested in a separate account.

General Investment Considerations for Prospective Plan Investors in the Notes

Prior to making an investment in the notes, prospective Plan investors should consult with their legal advisors concerning the impact of ERISA and the Code and the potential consequences of this investment with respect to their specific circumstances. Moreover, each Plan fiduciary should take into account, among other considerations:

·whether the fiduciary has the authority to make the investment;

·whether the investment constitutes a direct or indirect transaction with a Party in Interest;

·the composition of the Plan’s portfolio with respect to diversification by type of asset;

·the Plan’s funding objectives;

·the tax effects of the investment; and

·whether under the general fiduciary standards of investment prudence and diversification an investment in the notes is appropriate for the Plan, taking into account the overall investment policy of the Plan and the composition of the Plan’s investment portfolio.

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The sale of notes to a Plan will not be deemed a representation by TRC or the underwriters that this investment meets all relevant legal requirements with respect to Plans generally or any particular Plan.

Plan of Distribution for the Offered Notes

The place and time of delivery for any offered class of notes will be described in the prospectus supplement for that series. TRC may sell notes:

·through underwriters or dealers,

·directly to one or more purchasers, or

·through agents.

The prospectus supplement for any offered series will describe the terms of the offering of the offered notes, including:

·the name or names of any underwriters for the notes,

·the purchase price of the notes,

·the proceeds to TRC from the sale,

·any underwriting discounts and commissions,

·any other compensation of the underwriters,

·the initial offering price, and

·any discounts or concessions allowed or reallowed or paid to dealers.

Under each underwriting agreement, TRC will agree to sell to each of the underwriters in the prospectus supplement the principal amount of the offered notes. In turn, each of those underwriters will agree to purchase from TRC the principal amount of notes described in the underwriting agreement and in the prospectus supplement. The underwriting agreement may allow for a proportional adjustment in the event of an increase or decrease in the full amount of the offered notes. If there is a default by any underwriter, the underwriting agreement will provide that, in some circumstances, purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be ended.

Each underwriting agreement will provide that TRC may indemnify the related underwriters against some liabilities, including liabilities under the federal securities laws.

Legal Matters

Legal matters relating to the issuance of notes will be passed upon for Target National Bank, TCC, TRC, the master trust and the owner trust by Timothy R. Baer, Senior Vice President, General Counsel and Corporate Secretary of Target. Legal matters relating to the notes will be passed upon for the underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Mr. Baer owns or has the right to acquire a number of shares of common stock of Target which total less than 1% of the outstanding common stock of Target. Federal income tax matters will be passed upon for TRC by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.

Reports to Noteholders

On or before January 31 of each calendar year, the Indenture Trustee will provide to any noteholder of record during the preceding year a statement containing the information required to be given by an issuer of debt under the Code along with any other customary information which is necessary

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to allow the noteholders to prepare their tax returns. See “Federal Income Tax Consequences” for a detailed discussion.

Unless and until Definitive Notes are issued, monthly and annual reports, which contain unaudited information concerning the master trust and which are prepared by the servicer, will be sent on behalf of the master trust to Cede & Co., as nominee of DTC and registered holder of the related notes. These reports will not constitute financial statements prepared under generally accepted accounting principles. TRC does not intend to send any of its financial reports to registered holders of notes or to owners of beneficial interests in the notes. TRC will file with the SEC the periodic reports relating to the owner trust and the master trust that are required under federal securities laws. TRC may suspend the filing of periodic reports to the extent the filings are no longer required of TRC. See “Description of the Notes—Book-Entry Registration” and “The Pooling and Servicing Agreement—Evidence as to Compliance.”

Forward-Looking Statements

This prospectus and the prospectus supplement, including information included or incorporated by reference in this prospectus and the prospectus supplement, may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, certain statements made in future SEC filings by TRC, in press releases and in oral and written statements made by or with TRC’s approval that are not statements of historical fact may constitute forward-looking statements. Forward-looking statements may relate to, without limitation, the performance of the master trust portfolio, Target National Bank’s, TCC’s or TRC’s financial condition, results of operations, plans, objectives, future performance or business.

Words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “estimates” and similar expressions are intended to identify forward-looking statements but are not the only means to identify these statements.

Forward-looking statements involve risks and uncertainties. Actual conditions, events or results may differ materially from those contemplated by the forward-looking statements. Factors that could cause this difference—many of which are beyond TRC’s control—include the following, without limitation:

·Changes in credit card use, payment patterns and default rates as well as Target National Bank’s ability to extend credit and collect payments may be different than anticipated,

·Local, regional and national business, political or economic conditions may differ from those expected,

·The effects and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board, may adversely affect Target National Bank’s, TCC’s and TRC’s business and the performance of the master trust portfolio,

·The effects of changes in interest rates, recession, inflation, deflation, consumer credit availability, consumer debt levels, tax rates and policy, unemployment trends, energy costs and other matters that influence consumer confidence and spending may differ from those expected,

·The timely development of new products and services by Target National Bank and Target, and acceptance by consumers of these products and services, may be different than anticipated,

·The ability to increase market share by Target National Bank and Target may be more difficult than anticipated,

·Competitive pressures among retailers and issuers of credit cards and charge cards may increase significantly,

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·Changes in laws and regulations may adversely affect Target National Bank, TCC and TRC and their business and the performance of the master trust portfolio,

·The costs, effects and outcomes of litigation may adversely affect Target National Bank, TCC and TRC or their business and the performance of the master trust portfolio, and

·Target National Bank, TCC and TRC may not manage the risks involved in each of the foregoing factors as well as anticipated.

Forward-looking statements speak only as of the date they are made. TRC undertakes no obligation to update any forward-looking statement to reflect subsequent circumstances or events.

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Where You Can Find More Information

TRC filed a registration statement on Form S-1 relating to the notes with the SEC under the Securities Act. This prospectus does not contain all of the information contained in the registration statement, including the exhibits to the registration statement, parts of which have been omitted in accordance with the rules and regulations of the SEC.

Copies of the registration statement and other related filings can be inspected at the public reference facilities of the SEC located at 100 F Street, N.E., Washington, D.C. 20549 and online at www.sec.gov. You may also obtain copies of such material from the public reference facilities of the SEC at 100 F Street N.E., Washington, D.C. 20549, at prescribed rates. You may obtain more information concerning the operation of the public reference facilities of the SEC by calling the SEC at 1-800-SEC-0330 or visiting online at www.sec.gov.

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Glossary of Terms for Prospectus

“Addition Date” means the date TRC, under the conditions specified in the Pooling and Servicing Agreement, adds the following to the master trust:

·receivables arising in designated accounts owned by Target National Bank or another Credit Card Originator, or

·any Participation Interest.

“Additional Account” means each Automatic Additional Account and Supplemental Account.

“Administrator” means Target Receivables Corporation as the administrator of an owner trust under a Deposit and Administration Agreement.

“Aggregate Addition Limit” means the limit on the number of accounts which may be included as Automatic Additional Accounts without confirmation from each rating agency that such action will satisfy the Rating Agency Condition and which may be designated as Supplemental Accounts without prior notice to the rating agencies, as described under “The Pooling and Servicing Agreement—Addition of Master Trust Assets.”

“Automatic Addition Termination Date” means the date on which new open-end credit card accounts owned by the Credit Card Originators will cease to become Automatic Additional Accounts.

“Automatic Additional Accounts” means each open-end credit card account established under a credit card agreement with a Credit Card Originator arising:

·after the Cut-Off Date and before the first to occur of the date TRC determines to suspend the inclusion of Automatic Additional Accounts or the Automatic Addition Termination Date, and

·after a Restart Date and before any subsequent date TRC determines to suspend the inclusion of Automatic Additional Accounts or the Automatic Addition Termination Date,

provided, with respect to any accounts initially originated by an entity other than Target National Bank or any transferees of accounts from Target National Bank, that account will be deemed to be an Automatic Additional Account only upon satisfaction of the Rating Agency Condition.

“Bank Receivables Purchase Agreement” means the Amended and Restated Bank Receivables Purchase Agreement, dated as of April 28, 2000, between TCC, as purchaser of the receivables, and Target National Bank, as seller of the receivables, as may be amended from time to time.

“Clearstream” means Clearstream Banking, société anonyme, an institution administering a book-entry settlement system for trading of securities in Europe.

“Clearstream Customers” means organizations participating in Clearstream’s book-entry system.

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

“Collection Account” means an Eligible Deposit Account for the benefit of the certificateholders into which the servicer deposits collections on the receivables.

“Cooperative” means the Euroclear Clearance System, S.C., a Belgian cooperative corporation.

“Credit Card Guidelines” means the written policies and procedures of the Credit Card Originator relating to the operation of its consumer revolving lending business, including:

·determining the creditworthiness of credit card customers,

·the extension of credit to credit card customers, and

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·the maintenance of credit card accounts and collection of receivables,

as these policies and procedures may be modified in accordance with requirements of law, the failure to comply with which would have a material adverse effect on the interests of the certificateholders.

“Credit Card Originator” means Target National Bank and any transferee, successor or assign of Target National Bank or any other originator of consumer open-end credit card accounts designated to have their receivables included in the master trust.

“Cut-Off Date” means June 30, 1995.

“Defaulted Amount” means the amount of receivables described under “Description of the Certificates—Defaulted Receivables and the Defaulted Amount.”

“Defaulted Receivables” means for any date of determination, Principal Receivables that are charged-off as uncollectible on that day.

“Definitive Notes” means notes in fully registered, certificated form that are only issued to noteholders under the circumstances described under “Description of the Notes—Definitive Notes.”

“Deposit and Administration Agreement” means an agreement between Target Receivables Corporation and an owner trust as specified in the prospectus supplement under which a collateral certificate is deposited with the owner trust and Target Receivables Corporation agrees to act as Administrator of the owner trust.

“Discount Option Receivables” means those receivables that otherwise would have been treated as Principal Receivables that are to be treated as Finance Charge Receivables at TRC’s option.

“Distribution Date” means, with respect to any Series, the date specified in the related Series Supplement.

“Eligible Deposit Account” means any bank account satisfying the requirements listed in “Description of the Certificates—Collection Account.”

“Eligible Investments” means those investments described under “Description of the Certificates—Collection Account.”

“Eligible Receivable” means each receivable satisfying the requirements listed in “The Pooling and Servicing Agreement—Eligible Accounts and Eligible Receivables.”

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Euroclear” means the system operated by Euroclear Bank, S.A./N.V. under contract with the Cooperative.

“Euroclear Participants” means participants of the Euroclear system.

“Events of Default” means, with respect to the notes, those events described under “Description of the Notes—The Indentures—Events of Default; Rights Upon Event of Default.”

“Excess Finance Charge Collections” means those collections of Finance Charge Receivables and other amounts treated as collections of Finance Charge Receivables described under “Description of the Certificates—Sharing of Excess Finance Charge Collections and Excess Transferor Finance Charge Collections.”

“Excess Transferor Finance Charge Collections” means those collections of Finance Charge Receivables described under “Description of the Certificates—Sharing of Excess Finance Charge Collections and Excess Transferor Finance Charge Collections.”

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“FDIC” refers to the Federal Deposit Insurance Corporation.

“Finance Charge Receivables” means, with respect to any Monthly Period:

·all amounts billed to the obligors at the beginning of that Monthly Period for periodic finance charges,

·fees and charges, including late fees, overlimit fees, return check fees, deferred billing fees and Merchant Fees,

·the amount of any Discount Option Receivables, and

·other amounts billed for receivables that are not Eligible Receivables.

“Floating Allocation Percentage” means for each Monthly Period, the percentage used to allocate to your series of certificates the Defaulted Amount and collections of Finance Charge Receivables as described in the prospectus supplement.

“Indenture” means an agreement between an Owner Trustee on behalf of an owner trust and the applicable Indenture Trustee under which notes are issued.

“Indenture Trustee” means the trustee acting on behalf of the noteholders under an Indenture.

“Ineligible Receivables” means receivables not satisfying the requirements of Eligible Receivables.

“Interchange” means fees received by creditors participating in the VISA and MasterCard associations as partial compensation for taking credit risk, absorbing fraud losses, and funding receivables for a limited period prior to initial billing.

“Invested Amount” means with respect to any series of certificates, the outstanding principal balance of that series minus the amount of any unreimbursed investor charge-offs for that series, subject to any additional adjustments as specified in the applicable Series Supplement for that series.

“IRS” means the United States Internal Revenue Service.

“Legal Maturity Date” means the final date on which principal and accrued interest on the notes are due as specified in the prospectus supplement.

“Master Trust Trustee” means Wells Fargo Bank, National Association, as trustee acting on behalf of the master trust.

“Merchant Fees” means the fees paid with respect to the Target Card by Target stores, and with respect to the Target VISA accounts by merchants accepting Target VISA, to Target National Bank, in its capacity as Credit Card Originator, in connection with obligor charges for goods and services.

“Monthly Period” means a fiscal month of TRC.

“Non-U.S. Note Owner” means a beneficial owner of a note that is not a U.S. Note Owner.

“Owner Trustee” means the trustee acting on behalf of the owner trust identified in the prospectus supplement.

“Participation” means an interest in the assets of the master trust entitling its holder to a specified percentage of collections of Principal Receivables and Finance Charge Receivables and any other assets of the master trust.

“Participation Interest” means any participation or certificate representing an undivided interest in a pool of assets primarily consisting of open-end credit card receivables originated by Target National Bank or another Credit Card Originator and collections on those receivables and other assets.

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“Pooling and Servicing Agreement” means the Amended and Restated Pooling and Servicing Agreement, dated as of April 28, 2000, among TRC, as transferor of the receivables to the master trust, Target National Bank, as servicer and originator of the receivables, and Wells Fargo Bank, National Association, as Master Trust Trustee, as may be amended from time to time.

“Portfolio Reassignment Price” means the amount TRC deposits into the Collection Account to satisfy its reassignment obligations equal to:

·the total Invested Amount for all outstanding series of certificates,

·outstanding amounts invested by enhancement providers, if any, of all series of certificates,

·interest payable to each series of certificates on that Distribution Date,

·any interest amounts that were due but not paid on an earlier Distribution Date, and

·interest on the overdue interest amounts, if the applicable Series Supplement so provides, at the applicable rates through the day before that Distribution Date.

“Principal Allocation Percentage” means for each Monthly Period, and for each series of certificates, the percentage used to allocate collections of Principal Receivables to that series of certificates as described in the prospectus supplement.

“Principal Receivables” means all Eligible Receivables included in the master trust that are not Finance Charge Receivables or Defaulted Receivables, reduced by the aggregate amount of credit balances in the accounts on the date of determination.

“Principal Shortfall” means for any series of certificates, the deficiency that occurs when collections of Principal Receivables allocated to that series of certificates and other amounts are insufficient to cover required principal deposits or payments.

“Purchase Agreement” means individually, the Bank Receivables Purchase Agreement and the Receivables Purchase Agreement and in the plural, means both the Bank Receivables Purchase Agreement and the Receivables Purchase Agreement.

“Rating Agency Condition” means, for any action requiring rating agency approval or consent, that each rating agency notifies TRC, the Administrator, the Indenture Trustee, the Owner Trustee and, if applicable, the Master Trust Trustee in writing that such action will not result in a reduction or withdrawal of the ratings of:

·the applicable class or classes of outstanding notes or

·any class of outstanding securities collateralized by any subordinated interests of the related owner trust, in each case for which it is a rating agency.

“Receivables Purchase Agreement” means the Amended and Restated Receivables Purchase Agreement, dated as of April 28, 2000, between TRC, as purchaser of the receivables, and TCC, as seller of the receivables, as may be amended from time to time.

“Record Date” means with respect to any payment to noteholders, the date specified in the prospectus supplement as of which a noteholder must be the registered holder of a note to receive a payment on the following Distribution Date.

“Removed Accounts” means accounts designated by TRC to have their receivables conveyed from the master trust to TRC and which will no longer constitute master trust accounts if TRC satisfies the conditions specified in the Pooling and Servicing Agreement.

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“Required Principal Balance” means on any date of determination, an amount equal to:

·the sum of the numerators used to calculate:

—the Principal Allocation Percentages with respect to Principal Receivables for all series of certificates then outstanding, and

—the amount, equal to a percentage of all collections, that each holder of a Participation is entitled to for all Participations then outstanding, minus

·the amount on deposit in the Special Funding Account as of that date.

“Required Retained Transferor Amount” means on any date of determination, the product of:

·the sum of:

—the total amount of Principal Receivables, and

—the amount on deposit in the Special Funding Account and the amount of other specified master trust assets, including any other accounts specified in the prospectus supplement, and

·the highest of the Required Retained Transferor’s Percentages specified in the prospectus supplement for each series of certificates outstanding.

“Restart Date” means the date TRC specifies in a written notice to the Master Trust Trustee that it will start redesignating Automatic Additional Accounts to the master trust only if:

·the conditions described under “The Pooling and Servicing Agreement—Addition of Master Trust Assets” are satisfied, and

·all accounts of the Credit Card Originators have been designated either as Automatic Additional Accounts or as Supplemental Accounts.

“Series Supplement” means the supplement to the Pooling and Servicing Agreement relating to a particular series of certificates.

“Servicer Default” means any failure of the servicer under the Pooling and Servicing Agreement and any Series Supplement:

·to perform its duties or fulfill its obligations (each, a “breach”) which has a material adverse impact on certificateholders, and

·to cure the breach within a specified period of time, including any grace period, after discovery or notice of the breach,

and the occurrence of some events of bankruptcy, insolvency or receivership. See “The Pooling and Servicing Agreement—Servicer Default” for a description of the specific events that could result in a Servicer Default.

“Shared Principal Collections” means those collections of Principal Receivables and other amounts treated as collections of Principal Receivables described under “Description of the Certificates—Shared Principal Collections and Shared Transferor Principal Collections.”

“Shared Transferor Principal Collections” means those collections of Principal Receivables and other amounts (and, in specified circumstances, Excess Transferor Finance Charge Collections) described under “Description of the Certificates—Shared Principal Collections and Shared Transferor Principal Collections.”

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“Special Funding Account” means the Eligible Deposit Account for the benefit of each series of certificates in which collections of Principal Receivables, and other amounts treated as collections of Principal Receivables, are held as collateral if the Transferor Amount, excluding the interest representing any Supplemental Certificate, is less than the Required Retained Transferor Amount.

“Supplemental Accounts” means after the Cut-Off Date, those accounts (other than Automatic Additional Accounts) TRC designates to be added to the master trust only if they are eligible accounts.

“Supplemental Certificate” means a certificate evidencing the interest in the Transferor’s Interest not represented by the Transferor Certificate.

“Transfer Date” means the business day immediately prior to a Distribution Date.

“Transferor Amount” means, on any date of determination, the sum of:

·the aggregate amount of Principal Receivables in the master trust, plus

·the amounts on deposit in the Special Funding Account and other trust accounts specified in any Series Supplement, minus

·the Invested Amount of each outstanding series of certificates, minus

·the amount of any Participation.

“Transferor Certificate” means a certificate evidencing the interest in the Transferor’s Interest not represented by any Supplemental Certificate.

“Transferor’s Interest” means the ownership interest of TRC, its transferees and any holder of a Supplemental Certificate in the master trust.

“Trust Agreement” means the agreement under which the owner trust will be established to be entered into by TRC, as the Depositor and the applicable Owner Trustee.

“Trust Portfolio Yield” shall mean, with respect to any Monthly Period, the annualized percentage equivalent of a fraction:

·whose numerator equals the total collections of Finance Charge Receivables for that Monthly Period, and

·whose denominator is the total amount of Principal Receivables as of the first day of that Monthly Period.

“UCC” refers to the Uniform Commercial Code as in effect in the relevant jurisdiction.

“U.S. Note Owner” means a beneficial owner of a note that is, for U.S. federal income tax purposes:

·a citizen or resident of the United States,

·a corporation created or organized in the United States or under the laws of the United States, any state of the United States or the District of Columbia,

·an estate whose income is subject to United States federal income taxation regardless of its source, or

·a trust:

—the primary supervision over the administration of which is exercisable by a court within the United States, and

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—all substantial decisions of which are subject to the control of one or more United States persons as described in section 7701(a)(30) of the Code, or

—that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

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SERIES 2005-1

$750,000,000
Floating Rate Class A
Asset Backed Notes

TARGET CREDIT CARD MASTER TRUST
TARGET CREDIT CARD OWNER TRUST 2005-1

Issuers

TARGET RECEIVABLES CORPORATION

Transferor and Administrator

TARGET NATIONAL BANK

Servicer

PROSPECTUS SUPPLEMENT

LEHMAN BROTHERS
BANC OF AMERICA SECURITIES LLC
CITIGROUP
JPMORGAN
MERRILL LYNCH & CO.

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the prospectus. We have not authorized anyone to provide you with different information.

We are not offering these notes in any state where the offer is not permitted.

Dealers will deliver a prospectus supplement and prospectus when acting as underwriters of these notes and with respect to their unsold allotments or subscriptions. In addition, all dealers selling these notes will deliver a prospectus supplement and prospectus until                  .

PART II

Item 14.Other Expenses of Issuance and Distribution

The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder other than underwriting discounts and commissions.

Registration Fee	$	88,275.00
Printing and Engraving	40,000.00
Trustee’s Fees	50,000.00
Legal Fees and Expenses	250,000.00
Accountants’ Fees and Expenses	70,000.00
Rating Agency Fees	320,000.00
Miscellaneous Fees	31,725.00
Total	$	850,000.00

Item 15.Indemnification of Directors and Officers

Article VII of the By-laws of Target Receivables Corporation, a Minnesota corporation, provides for indemnification of all persons who are serving or have served at the request of Target Receivables Corporation to the extent permitted under Minnesota law. Such indemnification is not exclusive of any other right to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or otherwise.

Pursuant to agreements which the Transferor may enter into with underwriters or agents (forms of which are included as exhibits to this Registration Statement), officers and directors of the Transferor, and affiliates thereof, may be entitled to indemnification by such underwriters or agents against certain liabilities, including liabilities under the Securities Act of 1933, arising from information which has been furnished to the Transferor by such underwriters or agents that appears in the Registration Statement or any Prospectus.

Item 16.Exhibits

(a) Exhibits
1	Form of Underwriting Agreement
4(a)	Amended and Restated Pooling and Servicing Agreement (incorporated herein by reference to Registration Statement No. 333-95585)*
4(b)	Form of Series Supplement
4(c)	Amended and Restated Bank Receivables Purchase Agreement (incorporated herein by reference to Registration Statement No. 333-95585)*
4(d)	Amended and Restated Receivables Purchase Agreement (incorporated herein by reference to Registration Statement No. 333-95585)*
4(e)	Form of Indenture
4(f)	Form of Trust Agreement
4(g)	Form of Deposit and Administration Agreement
5	Opinion of Timothy R. Baer, with respect to legality
8	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with respect to tax matters
23(a)	Consent of Timothy R. Baer (included in his opinion to be filed as Exhibit 5)
23(b)	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in its opinion filed as Exhibit 8)

24	Power of Attorney*
25	Form T-l Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of Wells Fargo Bank, National Association, as Indenture Trustee under the Indenture

      *     Previously filed.

(b) Financial Statements

All financial statements, schedules and historical financial information have been omitted as they are not applicable.

Item 17.Undertakings

The undersigned registrant hereby undertakes:

(1)          To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)          To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)         To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2)          That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)          To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)          That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5)          To provide to the underwriters at the closing specified in the underwriting agreements, notes in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(6)          That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(7)          That, for purposes of determining any liability under the Securities Act of 1933:

(i)           The information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(ii)          Each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on October 31, 2005.

TARGET CREDIT CARD MASTER TRUST
By:	TARGET RECEIVABLES CORPORATION
	as originator of the Trust
By:	/s/ Douglas A. Scovanner
	Douglas A. Scovanner, President
TARGET RECEIVABLES CORPORATION
	as Co-Registrant
By:	/s/ Douglas A. Scovanner
	Douglas A. Scovanner, President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

TARGET RECEIVABLES CORPORATION

	Signature	Title
Principal Executive Officer:
/s/ Douglas A. Scovanner		President
Douglas A. Scovanner
October 31, 2005
Principal Financial Officer:
Sara J. Ross*		Vice President and Treasurer
Sara J. Ross
Principal Accounting Officer:
Terrence J. Scully*		Vice President
Terrence J. Scully
Directors:
Martin R. Rosenbaum *		Director
Martin R. Rosenbaum
Sara J. Ross*		Director
Sara J. Ross
/s/ Douglas A. Scovanner		Director
Douglas A. Scovanner
Sandra Sponem*		Director
Sandra Sponem
Terrence J. Scully*		Director
Terrence J. Scully

* By:	/s/ Douglas A. Scovanner
	Douglas A. Scovanner, Attorney-in-Fact October 31, 2005

EXHIBIT INDEX

Exhibits
1	Form of Underwriting Agreement
4(a)	Amended and Restated Pooling and Servicing Agreement (incorporated herein by reference to Registration Statement No. 333-95585)*
4(b)	Form of Series Supplement
4(c)	Amended and Restated Bank Receivables Purchase Agreement (incorporated herein by reference to Registration Statement No. 333-95585)*
4(d)	Amended and Restated Receivables Purchase Agreement (incorporated herein by reference to Registration Statement No. 333-95585)*
4(e)	Form of Indenture
4(f)	Form of Trust Agreement
4(g)	Form of Deposit and Administration Agreement
5	Opinion of Timothy R. Baer, with respect to legality
8	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with respect to tax matters
23(a)	Consent of Timothy R. Baer (included in his opinion to be filed as Exhibit 5)
23(b)	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in its opinion filed as Exhibit 8)
24	Power of Attorney*
25	Form T-l Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of Wells Fargo Bank, National Association, as Indenture Trustee under the Indenture

*Previously filed.

EX-1

Exhibit 1

TARGET CREDIT CARD OWNER TRUST 2005-1

$750,000,000 Class A Floating Rate Asset-Backed Notes

UNDERWRITING AGREEMENT

November   , 2005

Lehman Brothers Inc.,
as Representative of the several Underwriters
745 7^th Avenue, 7^th Floor
New York, New York 10019

Ladies and Gentlemen:

1.Introduction.  Target Credit Card Owner Trust 2005-1, a Delaware statutory trust (the “Issuer”), proposes to issue the $750,000,000 Class A Floating Rate Asset-Backed Notes (the “Class A Notes”) and Target Receivables Corporation, a Minnesota corporation (“TRC”) proposes to sell the Class A Notes to the several Underwriters named in Exhibit A hereto (the “Underwriters”) pursuant to this Underwriting Agreement (the “Underwriting Agreement”).

Target National Bank, a national banking association (“Target National Bank”), from time to time sells, transfers and conveys receivables (the “Receivables”) generated from time to time in a portfolio of open-end bank credit card accounts and certain related rights to Target Capital Corporation, a Minnesota corporation (“TCC”), pursuant to the Amended and Restated Bank Receivables Purchase Agreement, dated as of April 28, 2000 (the “Bank Receivables Purchase Agreement”), by and between Target National Bank and TCC.

TCC from time to time sells, transfers and conveys the Receivables and other rights to TRC, pursuant to the Amended and Restated Receivables Purchase Agreement, dated as of April 28, 2000 (the “Receivables Purchase Agreement”), by and between TCC and TRC.

TRC from time to time transfers the Receivables to Target Credit Card Master Trust, a Delaware common law trust (the “Trust”), pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of April 28, 2000 (the “Pooling and Servicing Agreement”), by and among TRC, as Transferor (in such capacity, the “Transferor”), Target National Bank, as Servicer (in such capacity, the “Servicer”), and Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), as Trustee (the “Trustee”).

The Transferor and the Trustee propose to create a new Series of Investor Certificates (the “Collateral Certificate”), pursuant to the Series 2005-1 Supplement to

the Pooling and Servicing Agreement, dated as of November    , 2005 (the “Series Supplement”), by and among the Transferor, the Servicer and the Trustee.

The Collateral Certificate will be transferred by TRC to the Issuer in consideration of the Notes (as defined below), pursuant to the Deposit and Administration Agreement, dated as of November    , 2005 (the “Deposit and Administration Agreement”), by and between TRC, as Depositor and Administrator (in such capacities, the “Depositor” and “Administrator,” respectively) and the Issuer.

The Issuer, which was created by the Trust Agreement, dated as of November    , 2005 (the “Trust Agreement”), by and between TRC, as Depositor, and Wilmington Trust Company, a Delaware banking corporation, as Owner Trustee, will pledge the Collateral Certificate to Wells Fargo, as Indenture Trustee (in such capacity, the “Indenture Trustee”) under the Indenture, dated as of November    , 2005 (the “Indenture”), by and between the Issuer and the Indenture Trustee, to secure the Class A Notes and the $211,538,462 Subordinated Interests (the “Subordinated Interests” and, together with the Class A Notes, the “Notes”) to be issued by the Issuer on the Closing Date, pursuant to the Indenture.  The Subordinated Interests initially will be retained by TRC.

The Class A Notes and Subordinated Interests are obligations of the Issuer.  The primary asset of the Issuer is the Collateral Certificate, which represents a specified undivided interest in the Trust.

This Underwriting Agreement, the Bank Receivables Purchase Agreement, the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Series Supplement, the Deposit and Administration Agreement, the Trust Agreement and the Indenture shall collectively hereinafter be referred to as the “Basic Documents.”  Capitalized terms used but not defined herein have the meanings assigned thereto in the respective Basic Documents.  TRC and Target Corporation, a Minnesota corporation (the “Company”), hereby agree with the Underwriters as follows:

2.Representations and Warranties of TRC and the Company.  Each of TRC and the Company, as applicable (each as to itself only, except that the representations and warranties as to Target National Bank and TCC are made by the Company), hereby represents and warrants to, and agrees with, the several Underwriters that:

(a)A registration statement on Form S-1 (Registration No. 333-127864) relating to the Class A Notes and the Collateral Certificate, including a form of prospectus, has been filed with the Securities and Exchange Commission (the “Commission”) and either (i) has been declared effective under the Securities Act of 1933 (the “Act”) and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment.  If such registration statement (the “initial registration statement”) has been declared effective, either (i) an additional registration statement (the “additional

registration statement”) relating to the Class A Notes and the Collateral Certificate has been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b)”) under the Act and has become effective upon filing pursuant to such Rule and the Class A Notes and the Collateral Certificate all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (ii) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Class A Notes and the Collateral Certificate will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement.  If TRC does not propose to amend the initial registration statement or, if an additional registration statement has been filed and TRC does not propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Underwriting Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) (“Rule 462(c)”) under the Act or, in the case of the additional registration statement, Rule 462(b).  For purposes of this Underwriting Agreement, “Effective Time” with respect to the initial registration statement or, if filed prior to the execution and delivery of this Underwriting Agreement, the additional registration statement means (i) if TRC has advised Lehman Brothers Inc. (the “Lead Underwriter”), as representative of the Underwriters (in such capacity, the “Representative”), that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Underwriting Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (ii) if TRC has advised the Representative that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission.  If an additional registration statement has not been filed prior to the execution and delivery of this Underwriting Agreement but the Transferor has advised the Representative that it proposes to file one, “Effective Time” with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b).  “Effective Date” with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof.  The initial registration statement, as amended at its Effective Time, including all material incorporated by reference therein, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and

including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) (“Rule 430A(b)”) under the Act, is hereinafter referred to as the “Initial Registration Statement.” The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), is hereinafter referred to as the “Additional Registration Statement.” The Initial Registration Statement and the Additional Registration Statement are hereinafter referred to collectively as the “Registration Statements” and individually as a “Registration Statement.”  The form of prospectus relating to the Class A Notes and Collateral Certificate, as first filed with the Commission pursuant to and in accordance with Rule 424(b) (“Rule 424(b)”) under the Act or (if no such filing is required) as included in a Registration Statement, including all material incorporated by reference in such prospectus, is hereinafter referred to as the “Prospectus.”  No document has been or will be prepared or distributed in reliance on Rule 434 under the Act.

(b)If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Underwriting Agreement, (i) on the Effective Date of the Initial Registration Statement, the Initial Registration Statement conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission (the “Rules and Regulations”) and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) on the Effective Date of the Additional Registration Statement (if any), each Registration Statement conformed, or will conform, in all respects to the requirements of the Act and the Rules and Regulations and did not include, or will not include, any untrue statement of a material fact and did not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) on the date of this Underwriting Agreement, the Initial Registration Statement and, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Underwriting Agreement, the Additional Registration Statement each conform, and at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date of the Additional Registration Statement in which the Prospectus is included, each Registration Statement and the Prospectus conforms or will conform, in all material respects to the requirements of the Act and the Rules and Regulations, and neither of such documents includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading.  If the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Underwriting Agreement on the Effective Date of the Initial

Registration Statement, the Initial Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and no Additional Registration Statement has been or will be filed.  The preceding two sentences do not apply to statements in or omissions from a Registration Statement or the Prospectus based upon written information furnished to the Transferor or the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b).

(c)Each of TRC and the Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Minnesota, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each of TRC and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification and where the failure to so qualify might permanently impair title to property material to its operation or its right to enforce a material contract against others or expose it to substantial liability in such jurisdiction.

(d)No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation by TRC or the Company of the transactions contemplated by this Underwriting Agreement in connection with the issuance and sale of the Class A Notes, except such as have been obtained and made under the Act, and except such as may be required under state securities laws.

(e)Neither TRC nor the Company is in violation of its Articles of Incorporation or Bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound which would have a material adverse effect on the transactions contemplated in the Basic Documents.  The execution, delivery and performance of the Basic Documents and the issuance and sale of the Class A Notes and compliance with the terms and provisions thereof will not result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over TRC or the Company or any of the Company’s subsidiaries or any of its properties, or any material agreement or instrument to which TRC or the Company or any of the Company’s subsidiaries is a party or by which TRC or the Company or any of the Company’s subsidiaries is

bound or to which any of the properties of TRC or the Company or any of the Company’s subsidiaries is subject, or the Articles of Incorporation or Bylaws of TRC or the Company or any of the Company’s subsidiaries; TRC has full power and authority to authorize, issue and transfer the Collateral Certificate as contemplated by the Deposit and Administration Agreement and sell the Class A Notes as contemplated by this Underwriting Agreement; and each of TRC and the Company has full power and authority to enter into the Basic Documents to which it is a party.

(f)As of the Closing Date, the representations and warranties of TRC in the Basic Documents to which it is a party will be true and correct.

(g)This Underwriting Agreement has been duly authorized, executed and delivered by TRC and the Company.

(h)TRC has authorized: (i) the conveyance of the Receivables to the Trust, (ii) the issuance of the Collateral Certificate by the Trust, (iii) the transfer of the Collateral Certificate to the Issuer, (iv) the issuance of the Notes, and (v) the sale of the Class A Notes.

(i)The Company has delivered to you complete and correct copies of its Form 10-Q for the second quarter of 2005 and its Form 10-K for 2004.  Except as set forth in or contemplated in the Registration Statement and the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other) of either TRC or the Company or the credit card business of Target National Bank, the Company or its Affiliates since the date of the information provided pursuant to the preceding sentence.

(j)Any taxes, fees and other governmental charges due and payable from or by TRC or the Company in connection with the execution, delivery and performance of the Basic Documents, the Collateral Certificate and the Notes and any other agreements contemplated therein shall have been paid or will be paid by TRC or the Company, as the case may be, at or prior to the Closing Date to the extent then due.

3.Purchase, Sale and Delivery of Class A Notes.  On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, TRC agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from TRC, at a purchase price of               % of the principal amount thereof, the respective principal amounts of Class A Notes set forth opposite the names of the Underwriters in Exhibit A hereto.

TRC will deliver against payment of the purchase price the Class A Notes in the form of one or more permanent global securities in certificated form (the “Global

Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC.  Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus.  Payment for the Class A Notes shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Lead Underwriter by TRC or the Company at 10:00 a.m.  (New York time), on November    , 2005, or at such other time not later than seven full business days thereafter as the Lead Underwriter and TRC determine, such time being herein referred to as the “Closing Date,” against delivery to the Indenture Trustee, as custodian for DTC, of the Global Notes representing all of the Class A Notes.  For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of the Class A Notes.  The Global Notes will be made available for inspection at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036, at least 24 hours prior to the Closing Date.

4.Offering by Underwriters.  It is understood that the several Underwriters propose to offer the Class A Notes for sale to the public (which may include selected dealers) as set forth in the Prospectus.

5.Certain Agreements of TRC and the Company.  Each of TRC and the Company, as applicable (each as to itself only, except that the covenants as to Target National Bank and TCC are made by the Company), covenant and agree with the several Underwriters that:

(a)If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Underwriting Agreement, TRC will file the Prospectus with the Commission pursuant to Rule 424(b)(1) (or, if applicable, pursuant to Rule 424(b)(4)) not later than the Commission’s close of business on the second business day following the earlier of (A) the date of determination of the offering price or (B) the date the Prospectus is first used after effectiveness in connection with a public offering or sale.

TRC will advise the Representative promptly of any such filing pursuant to Rule 424(b).  If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Underwriting Agreement and an additional registration statement is necessary to register a portion of the Class A Notes and the Collateral Certificate under the Act but the Effective Time thereof has not occurred as of such execution and delivery, TRC will file the additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 p.m., New York time, on the date of this Underwriting Agreement or, if earlier, on or prior to the time the Prospectus is printed and distributed to any

Underwriter, or will make such filing at such later date as shall have been consented to by the Lead Underwriter.

(b)TRC or the Company will advise the Representative promptly of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus, or the Initial Registration Statement, the Additional Registration Statement (if any) or the Prospectus, and will not effect such amendment or supplementation without the Representative’s consent; and TRC or the Company will also advise the Representative promptly of the effectiveness of each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Underwriting Agreement) and of any amendment or supplementation of a Registration Statement or the Prospectus and of the institution by the Commission of any stop order proceeding in respect of a Registration Statement and each of TRC and the Company will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

(c)If, at any time when a prospectus relating to the Class A Notes is required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, TRC will promptly notify the Representative of such event and will promptly prepare and file with the Commission (subject to the Representative’s prior review pursuant to paragraph (b) of this Section 5), at its own expense, an amendment or supplement which will correct such statement or omission, or an amendment which will effect such compliance.  Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.

(d)As soon as practicable, but not later than the Availability Date (as defined below), TRC will cause the Issuer to make generally available to the Class A Noteholders an earnings statement of the Issuer covering a period of at least 12 months beginning after the Effective Date of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act.  For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the Issuer’s fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Issuer’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter.

(e)TRC or the Company will furnish to the Representative copies of each Registration Statement (two of which will be signed and will include all exhibits), each related preliminary prospectus, and, so long as delivery of a prospectus relating to the Class A Notes and the Collateral Certificate is required to be delivered under the Act in connection with sales by any Underwriter or dealer, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative requests.  The Prospectus shall be so furnished on or prior to 10:00 a.m., New York time, on the business day following the later of the execution and delivery of this Underwriting Agreement or the Effective Time of the Initial Registration Statement.  All other such documents shall be so furnished as soon as available.  TRC or the Company will pay the expenses of printing and distributing to the Underwriters all such documents.

(f)TRC will cooperate in the qualification of the Class A Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative designates and in the continuation of such qualifications in effect so long as required for the distribution of the Class A Notes.

(g)For a period from the date of this Underwriting Agreement until the retirement of the Class A Notes (i) Target National Bank, as Servicer, will furnish to the Representative and, upon request, to each of the other Underwriters, copies of each certificate and the annual statements of compliance delivered to the Trustee, pursuant to Article III of the Pooling and Servicing Agreement and Section 5.2 of the Series Supplement and the annual independent certified public accountant’s servicing reports furnished to the Trustee pursuant to Article III of the Pooling and Servicing Agreement, by either first-class mail or electronic transfer (including e-mail) as soon as practicable after such statements and reports are furnished to the Trustee, and (ii) any other periodic certificates or reports as may be delivered to the Trustee or the Collateral Certificateholder under the Pooling and Servicing Agreement or the Series Supplement, provided, however, that for monthly distribution reports filed on Form 10-D and annual reports filed on Form 10-K as required by the Exchange Act, the delivery requirement to the Representative and the Underwriters is waived.

(h)For a period from the date of this Underwriting Agreement until the retirement of the Class A Notes (i) Target National Bank, as Servicer, will furnish to the Representative and, upon request, to each of the other Underwriters, copies of each certificate and the annual statements of compliance delivered to the Indenture Trustee, pursuant to Section 3.9 of the Indenture, by either first-class mail or electronic transfer (including e-mail) as soon as practicable after such statements and reports are furnished to the Indenture Trustee, and (ii) any other periodic certificates or reports as may be delivered to

the Indenture Trustee or the Class A Noteholders under the Indenture, provided, however, that for monthly distribution reports filed on Form 10-D and annual reports filed on Form 10-K as required by the Exchange Act, the delivery requirement to the Representative and the Underwriters is waived.

(i)So long as any of the Class A Notes are outstanding, TRC will furnish to the Representative by either first-class mail or electronic transfer (including e-mail) as soon as practicable, copies of all documents (A) distributed, or caused to be distributed, by the Issuer to Class A Noteholders, (B) filed, or caused to be filed, by the Issuer with the Commission pursuant to the Exchange Act, any order of the Commission thereunder or pursuant to a “no-action” letter from the staff of the Commission and (C) from time to time, such other information in the possession of TRC concerning the Issuer as the Representative may reasonably request.  TRC will register, or cause the Issuer to register, the Class A Notes under the Exchange Act within 120 days after the end of the fiscal year of the Trust during which the offering of the Class A Notes to the public occurred, provided, however, that for monthly distribution reports filed on Form 10-D and annual reports filed on Form 10-K as required by the Exchange Act, the delivery requirement to the Representative and the Underwriters is waived..

(j)TRC will pay all expenses incident to the performance of its obligations under this Underwriting Agreement and will reimburse the Underwriters (if and to the extent incurred by them) for any filing fees and other expenses (including fees and disbursements of their outside counsel) incurred by them in connection with qualification of the Class A Notes for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representative designates and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Class A Notes, for any travel expenses of the Transferor’s officers and employees and any other expenses of the Transferor in connection with attending or hosting meetings with prospective purchasers of the Class A Notes and for expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto).

(k)To the extent, if any, that the ratings provided with respect to the Class A Notes by the Rating Agencies are conditional upon the furnishing of documents or the taking of any other action by TRC or the Company agreed upon on or prior to the Closing Date, TRC or the Company shall furnish such documents and take any such other action.

(l)TRC or the Company shall not, until after the Closing Date, offer, sell or contract to sell, directly or indirectly, or file with the Commission a registration statement under the Act relating to, securities substantially similar to the Class A Notes.

6.Conditions of the Obligations of the Underwriters.  The obligation of the several Underwriters to purchase and pay for the Class A Notes on the Closing Date will be subject to the accuracy of the representations and warranties on the part of TRC and the Company herein, to the accuracy of the statements of officers of TRC and the Company made pursuant to the provisions hereof, to the performance by each of TRC and the Company of its obligations hereunder and to the following additional conditions precedent:

(a)The Representative shall have received a letter, dated the date of delivery thereof (which, if the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Underwriting Agreement, shall be on or prior to the date of this Underwriting Agreement or, if the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Underwriting Agreement, shall be prior to the filing of the amendment or post-effective amendment to the registration statement to be filed shortly prior to such Effective Time), of Ernst & Young LLP, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating in effect that (i) they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of Target National Bank) set forth in the Registration Statements and the Prospectus (and any supplements thereto), agrees with the accounting records of Target National Bank, excluding any questions of legal interpretation, and (ii) they have performed certain specified procedures with respect to the accounts.

For purposes of this subsection only, (i) if the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Underwriting Agreement, “Registration Statements” shall mean the initial registration statement as proposed to be amended by the amendment or post-effective amendment to be filed shortly prior to its Effective Time, (ii) if the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Underwriting Agreement but the Effective Time of the Additional Registration Statement is subsequent to such execution and delivery, “Registration Statements” shall mean the Initial Registration Statement and the additional registration statement as proposed to be filed or as proposed to be amended by the post-effective amendment to be filed shortly prior to its Effective Time, and (iii) ”Prospectus” shall mean the prospectus included in the Registration Statements.  All financial statements included in material incorporated by reference into the Prospectus shall be deemed included in the Registration Statements for purposes of this subsection.

(b)If the Effective Time of the Initial Registration Statement is not prior to the execution and delivery of this Underwriting Agreement, such Effective Time shall have occurred not later than 10:00 p.m., New York time, on the date of this Underwriting Agreement or such later date as shall have been consented to by the Representative.  If the Effective Time of the Additional Registration Statement (if any) is not prior to the execution and delivery of this Underwriting Agreement, such Effective Time shall have occurred not later than 10:00 p.m., New York time, on the date of this Underwriting Agreement or, if earlier, the time the Prospectus is printed and distributed to any Underwriter, or shall have occurred at such later date as shall have been consented to by the Representative.  If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Underwriting Agreement, the Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) of this Underwriting Agreement.  Prior to the Closing Date, no stop order suspending the effectiveness of a Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of TRC, the Company or the Representative, shall be contemplated by the Commission.

(c)Subsequent to the execution and delivery of this Underwriting Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of any of TRC, TCC, the Company or Target National Bank or its credit card business which, in the judgment of a majority in interest of the Underwriters, including the Lead Underwriter, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Class A Notes; (ii) any downgrading in the rating of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) if in the judgment of a majority in interest of the Underwriters, including the Lead Underwriter, the effect of any such downgrading or public announcement makes it impractical or inadvisable to proceed with the completion of the public offering or the sale of and payment for the Class A Notes; (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of TRC or the Company on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by U.S. Federal or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any substantial national or international calamity or emergency if, in the judgment of a

majority in interest of the Underwriters, including the Lead Underwriter, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Class A Notes.

(d)You shall have received from Timothy R. Baer, General Counsel for the Company and counsel for TRC, TCC and Target National Bank, such opinion or opinions dated the Closing Date and satisfactory in form and substance to you and your counsel, substantially to the effect that:

(i)Each of TRC, the Company and TCC has been duly incorporated and is validly existing and in good standing under the laws of the State of Minnesota with full corporate power, authority and legal right to own its properties and conduct its business as such properties are currently owned and such business is currently conducted, to execute, deliver and perform its obligations under each of the Basic Documents to which it is a party and, solely with respect to TRC, as Transferor, to execute and deliver to the Trustee the Collateral Certificate pursuant to the Pooling and Servicing Agreement and Series Supplement;

(ii)Target National Bank is a national banking corporation duly organized, validly existing and in good standing under the laws of the United States, and has full corporate power, authority and legal right to execute, deliver and perform its obligations under the Basic Documents to which it is a party and, in all material respects, to own its properties and conduct its business as such properties are presently owned and as such business is presently conducted;

(iii)Each of TRC, the Company, TCC and Target National Bank is duly qualified to do business and is in good standing as a foreign corporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would render any Credit Card Agreement relating to an Account owned by the Credit Card Originator or any Receivable transferred to the Trust by the Transferor unenforceable by the Credit Card Originator, the Transferor, the Servicer or the Trustee and would have a material adverse effect on the interests of the Class A Noteholders under the Pooling and Servicing Agreement, the Series Supplement or the Indenture;

(iv)The Collateral Certificate has been duly authorized, executed and delivered by the Transferor and, when duly authenticated by the Trustee in accordance with the terms of the Pooling and Servicing Agreement and the Series Supplement and delivered to the Issuer at the direction of the Transferor, will be validly issued and outstanding and

entitled to the benefits provided by the Pooling and Servicing Agreement and the Series Supplement;

(v)The Notes have been duly authorized, executed and delivered by the Issuer and, when duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture and (A) in the case of the Subordinated Interests, delivered to the Depositor, and (B) in the case of the Class A Notes, delivered to and paid for by the Underwriters in accordance with the terms of this Underwriting Agreement, will constitute valid and binding obligations of the Issuer entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with their terms;

(vi)Each of the Basic Documents to which the applicable entity is a party has been duly authorized, executed and delivered by TRC, the Company, TCC and/or the Servicer, as the case may be;

(vii)No consent, approval, authorization or order of any governmental agency or body is required for (A) the execution and delivery by TRC, the Issuer, the Company, TCC or the Servicer of the Basic Documents, the Collateral Certificate or the Notes, to the extent it is a signatory or party thereto, or the performance of its obligations thereunder, or (B) the issuance or sale of the Notes or the Collateral Certificate, except such as have been obtained under the Act and as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Class A Notes by the Underwriters;

(viii)None of the execution and delivery of the Basic Documents, the Collateral Certificate or the Notes by TRC, the Issuer, the Company, TCC and/or the Servicer, as the case may be, or the performance by TRC, the Issuer, the Company, TCC and/or the Servicer, as the case may be, of the transactions therein contemplated to be performed by it or the fulfillment of the terms thereof does or will result in any violation of any statute or regulation or any order or decree of any court or governmental authority binding upon TRC, the Issuer, the Company, TCC or the Servicer or the property of TRC, the Issuer, the Company, TCC or the Servicer, or conflict with, or result in a breach or violation of any term or provision of, or result in a default under any of the terms and provisions of, the charter or by-laws (or other similar document) of TRC, the Issuer, the Company, TCC or the Servicer, or any material indenture, loan agreement or other material agreement to which TRC, the Issuer, the Company, TCC or the Servicer is a party or by which any of them is bound;

(ix)There are no proceedings or investigations pending or, to the best knowledge of such counsel, threatened against TRC, the Company, the Issuer, TCC or Target National Bank, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (i) asserting the invalidity of any of the Basic Documents, the Collateral Certificate or the Notes, (ii) seeking to prevent the issuance of the Collateral Certificate or the Notes or the consummation of any of the transactions contemplated by any of the Basic Documents, the Collateral Certificate or the Notes, (iii) seeking any determination or ruling that, in the reasonable judgment of such counsel, would materially and adversely affect the performance by TRC of its obligations under any of the Basic Documents, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of any of the Basic Documents, the Collateral Certificate or the Notes or (v) seeking to affect adversely the income tax attributes of the Trust under the Federal or applicable state income or franchise tax systems.

(e)You shall have received from Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to TRC, such opinion or opinions dated the Closing Date and satisfactory in form and substance to you and your counsel, substantially to the effect that the Class A Notes will be treated as indebtedness for Federal income tax purposes and that neither the Trust nor the Issuer will be classified as an association taxable as a corporation.

(f)You shall have received from Davenport, Evans, Hurwitz & Smith, special South Dakota tax counsel to Target National Bank, such opinion or opinions dated the Closing Date and satisfactory in form and substance to you and your counsel, substantially to the effect that, to the extent that the Class A Notes will be characterized as debt for Federal income tax purposes, the Class A Notes will be characterized as debt for South Dakota income tax purposes, and to the effect that, to the extent that neither the Trust nor the Issuer will be subject to tax at the entity level for Federal income tax purposes, neither the Trust nor the Issuer will be subject to tax at the entity level for South Dakota income tax purposes.

(g)You shall have received from Faegre & Benson, special Minnesota tax counsel to TRC, such opinion or opinions dated the Closing Date and satisfactory in form and substance to you and your counsel, substantially to the effect that when the Class A Notes are beneficially owned by a person that is not a member of TRC’s consolidated group, the Class A Notes will be characterized as debt for Minnesota income tax purposes and to the effect that neither the Trust nor the Issuer will be subject to tax at the entity level.

(h)You shall have received from Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to TRC, such opinion or opinions dated

the Closing Date and satisfactory in form and substance to you and your counsel, substantially to the effect that:

(i)Each of the Pooling and Servicing Agreement and the Series Supplement constitutes the valid and binding obligation of the Transferor, Target National Bank and the Trustee, enforceable against the Transferor, Target National Bank and the Trustee in accordance with its terms, except (x) to the extent that the enforceability thereof may be limited by (a) bankruptcy, insolvency, receivership, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and the rights of creditors as the same may be applied in the event of the bankruptcy, insolvency, receivership, reorganization, moratorium or other similar event in respect of the Transferor, Target National Bank and the Trustee, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (c) the qualification that certain of the remedial provisions of the Pooling and Servicing Agreement and the Series Supplement may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity of the Pooling and Servicing Agreement and the Series Supplement taken as a whole, and the Pooling and Servicing Agreement and the Series Supplement together with applicable law, contain adequate provisions for the practical realization of the benefits of the security created thereby and (y) such counsel expresses no opinion as to the enforceability of any rights to contribution or indemnification which are violative of public policy underlying any law, rule or regulation;

(ii)The Bank Receivables Purchase Agreement constitutes the valid and binding obligation of Target National Bank and TCC, enforceable against Target National Bank and TCC in accordance with its terms, except (x) to the extent that the enforceability thereof may be limited by (a) bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and the rights of creditors as the same may be applied in the event of the bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar event in respect of Target National Bank or TCC and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (y) such counsel expresses no opinion as to the enforceability of any rights to contribution or indemnification which are violative of public policy underlying any law, rule or regulation;

(iii)The Receivables Purchase Agreement constitutes the valid and binding obligation of TCC and TRC, enforceable against

TCC and TRC in accordance with its terms, except (x) to the extent that the enforceability thereof may be limited by (a) bankruptcy, insolvency, receivership, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and the rights of creditors as the same may be applied in the event of the bankruptcy, insolvency, receivership, reorganization, moratorium or other similar event in respect of TCC and TRC and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (y) such counsel expresses no opinion as to the enforceability of any rights to contribution or indemnification which are violative of public policy underlying any law, rule or regulation;

(iv)Each of the Trust Agreement and the Deposit and Administration Agreement constitutes the valid and binding obligation of TRC and the Issuer, enforceable against TRC and the Issuer in accordance with its terms, except (x) to the extent that the enforceability thereof may be limited by (a) bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and the rights of creditors as the same may be applied in the event of the bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar event in respect of TRC or the Issuer and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (y) such counsel need express no opinion as to the enforceability of any rights to contribution or indemnification which are violative of public policy underlying any law, rule or regulation;

(v)The Indenture constitutes the valid and binding obligation of the Indenture Trustee and the Issuer, enforceable against the Indenture Trustee and the Issuer in accordance with its terms, except (x) to the extent that the enforceability thereof may be limited by (a) bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and the rights of creditors as the same may be applied in the event of the bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar event in respect of the Indenture Trustee and the Issuer, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (c) the qualification that certain of the remedial provisions of the Indenture may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity of the Indenture taken as a whole, and the Indenture together with applicable law, contain adequate provisions for the practical realization of the benefits of the security created thereby and (y) such counsel need express

no opinion as to the enforceability of any rights to contribution or indemnification which are violative of public policy underlying any law, rule or regulation;

(vi)The Notes, when executed and authenticated in accordance with the terms of the Indenture and (A) in the case of the Class A Notes, delivered to and paid for by the Underwriters pursuant to this Underwriting Agreement and (B) in the case of the Subordinated Interests, delivered to the Depositor, will constitute valid and binding obligations of the Issuer entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with their respective terms under the applicable laws of the State of Delaware;

(vii)The Collateral Certificate, when executed and authenticated in accordance with the terms of the Pooling and Servicing Agreement and the Series Supplement and delivered to the Issuer at the direction of the Transferor in consideration of receipt of the Notes, will be entitled to the benefits of the Pooling and Servicing Agreement and the Series Supplement under the applicable laws of the State of Delaware.

(viii)This Underwriting Agreement has been duly authorized, executed and delivered by TRC and the Company;

(ix)Neither the execution, delivery or performance by each of TRC, the Company, TCC or Target National Bank of the Basic Documents to which it is a party, nor the compliance by each of TRC, the Company, TCC or Target National Bank, as the case may be, with the terms and provisions thereof or hereof, will contravene any, provision of any applicable law;

(x)Based on such counsel’s review of applicable laws, no governmental approval, which has not been obtained or taken and is not in full force and effect, is required to authorize or is required in connection with the execution, delivery or performance by each of TRC, the Company, TCC or Target National Bank, of the Basic Documents to which it is a party;

(xi)The Notes, the Collateral Certificate and the Basic Documents conform in all material respects to the descriptions thereof contained in the Prospectus;

(xii)The Indenture will be qualified pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”);

(xiii)Neither the Trust nor the Issuer is required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

(xiv)The statements in the Prospectus under the heading “Legal Aspects of the Receivables,” to the extent that they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects; and

(xv)The Registration Statement, as of its effective date, and the Prospectus, as of its date, appeared on its face to be appropriately responsive in all material respects to the requirements of the Act and the General Rules and Regulations under the Act, except that in each case such counsel need express no opinion as to the financial data included therein or excluded therefrom or the exhibits to the Registration Statement, including the Statement of Eligibility on Form T-1 (the “Form T-1”) and such counsel need not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus.

Such opinion shall also state that (a) to the best of such counsel’s knowledge, the Registration Statement has become effective under the Act, and the Prospectus Supplement has been filed with the Commission pursuant to Rule 424(b) thereunder, no stop order suspending the effectiveness of any Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened, and (b) such counsel has participated in conferences with officers and representatives of TRC, the Company, TCC and Target National Bank, in-house counsel for TRC, the Company, TCC and Target National Bank, representatives of the independent accountants of TRC, the Company, TCC and Target National Bank, and the Underwriters at which the contents of the Prospectus and related matters were discussed and, although such counsel need not pass upon, and need not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Prospectus and shall have made no independent check or verification thereof, except for those made under the caption “Legal Aspects of the Receivables” to the extent set forth in paragraph (xiv) above, on the basis of the foregoing, no facts have come to such counsel’s attention that have caused such counsel to believe that the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that in each case such counsel does not express any view as to the financial statements, schedules and other financial and statistical data and financial projections included or incorporated by reference therein or

excluded therefrom or the exhibits to the Registration Statement, including the Form T-1).

(i)You shall have received from Davenport, Evans, Hurwitz & Smith, special South Dakota counsel to Target National Bank, such opinion or opinions dated the Closing Date and satisfactory in form and substance to you and your counsel, substantially to the effect that:

(i)The security interest created by the Bank Receivables Purchase Agreement in the Receivables has been perfected under Article 9 of the Uniform Commercial Code of South Dakota by the proper filing of UCC-1 financing statements with the appropriate filing offices in South Dakota, and such security interest is of first priority under Article 9 of the South Dakota Uniform Commercial Code; and

(ii)The UCC-1 financing statements have been previously filed, have not been amended or terminated and no other filings or other actions, with respect to TCC’s interest in the Receivables, are necessary to perfect the interest of TCC in the Receivables, and the proceeds thereof, conveyed to TCC, except that appropriate continuation statements must be filed in accordance with the South Dakota Uniform Commercial Code.

(j)You shall have received from Faegre & Benson, special Minnesota counsel to the Transferor and TCC, such opinion or opinions dated the Closing Date and satisfactory in form and substance to you and your counsel, substantially to the effect that:

(i)Each of the security interest created by the Receivables Purchase Agreement, the security interest created by the Pooling and Servicing Agreement in the Receivables and the security interest created by the Deposit and Administration Agreement in the Collateral Certificate has been perfected under Article 9 of the Uniform Commercial Code of Minnesota by the proper filing of UCC-1 financing statements with the appropriate filing offices in Minnesota, and each such security interest is of first priority under Article 9 of the Minnesota Uniform Commercial Code; and

(ii)The UCC-1 financing statements have been previously filed have not been amended or terminated and (a) no other filings or other actions, with respect to TRC’s interest in the Receivables, are necessary to perfect the interest of TRC in the Receivables, and the proceeds thereof, conveyed to TRC thereunder and (b) no other filings or other actions, with respect to the Trustee’s interest in the Receivables, are necessary to perfect the interest of the Trustee in the Receivables, and

proceeds thereof, against third parties, except, in each case, that appropriate continuation statements must be filed in accordance with the applicable state’s requirements.

(k)You shall have received from Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to Target National Bank, TCC and TRC, such opinion or opinions dated the Closing Date and satisfactory in form and substance to you and your counsel, substantially to the effect that the Bank Receivables Purchase Agreement creates in favor of TCC a security interest under Article 9 of the Delaware Uniform Commercial Code (the “Delaware UCC”) in the rights of Target National Bank in the Receivables, the Receivables Purchase Agreement creates in favor of TRC a security interest under Article 9 of the Delaware UCC in the rights of TCC in the Receivables and the Pooling and Servicing Agreement creates in favor of the Trustee a security interest under Article 9 of the Delaware UCC in the rights of the Transferor in the Receivables.

(l)You shall have received from Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to TRC, such opinion or opinions dated the Closing Date and satisfactory in form and substance to you and your counsel, substantially to the effect that:

(i)In a properly presented and argued case in a proceeding under Title 11 of the United States Code, 11 U.S.C. Section 101, et seq. (the “Bankruptcy Code”), if the matter were properly briefed and presented to a court, the court would hold that (1) the transfer of the Receivables by TCC to TRC in the manner set forth in the Receivables Purchase Agreement would constitute the sale of the Receivables from TCC to TRC, and (2) in the event that TCC were to become a debtor under the Bankruptcy Code, the transfer of Receivables under the Receivables Purchase Agreement would not, after full consideration of all relevant factors, be properly characterized as a pledge of the Receivables to secure a borrowing by TCC from TRC, and accordingly, the Receivables and the proceeds thereof would not be part of the estate of TCC under Section 541 of the Bankruptcy Code in such event, and consequently Section 362 of the Bankruptcy Code would not be applicable to the Receivables and the proceeds thereof; and

(ii)If TCC should become a debtor in a case under the Bankruptcy Code, and TRC would not otherwise properly be a debtor in a case under the Bankruptcy Code, and if the matter were properly briefed and presented to a court exercising bankruptcy jurisdiction, it would not be a proper exercise by the court of its equitable discretion to disregard the separate corporate existence of TRC so as to order substantive consolidation under the Bankruptcy Code of the assets and liabilities of TRC with the bankruptcy estate of TCC.

(m)You shall have received from Timothy J. Carlin, Assistant Vice President and Senior Counsel or other internal legal counsel for Wells Fargo & Company, parent of the Trustee and Indenture Trustee, such opinion or opinions dated the Closing Date and satisfactory in form and substance to you and your counsel, substantially to the effect that:

(i)The Trustee and Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the Federal laws of the United States of America;

(ii)The Trustee has all requisite power and authority as a national banking association to execute and deliver, and to perform its obligations under the Pooling and Servicing Agreement and the Series Supplement and to consummate the transactions contemplated by the Pooling and Servicing Agreement and the Series Supplement;

(iii)The Indenture Trustee has all requisite power and authority as a national banking association to execute and deliver, and to perform its obligations under the Indenture and to consummate the transactions contemplated by the Indenture;

(iv)The Trustee’s performance of its obligations under the Pooling and Servicing Agreement, the execution and delivery of the Series Supplement by the Trustee and the performance of the Trustee’s obligations pursuant to the Series Supplement does not conflict with or result in a violation of the Articles of Association or By-Laws of the Trustee;

(v)The execution and delivery of the Indenture by the Indenture Trustee and performance of the Indenture Trustee’s obligations pursuant to the Indenture does not conflict with or result in a violation of the Articles of Association or By-Laws of the Indenture Trustee;

(vi)The Pooling and Servicing Agreement and the Series Supplement have been duly authorized, executed and delivered by the Trustee;

(vii)The Indenture has been duly authorized, executed and delivered by the Indenture Trustee;

(viii)The Collateral Certificate has been duly authenticated by the Trustee pursuant to the Pooling and Servicing Agreement; and

(ix)The Class A Notes have been authenticated by the Indenture Trustee pursuant to the Indenture.

(n)You shall have received a certificate, dated the Closing Date and satisfactory in form and substance to you and your counsel, of an officer of each of TRC, TCC, the Company and Target National Bank, as applicable, in which such an officer, to the best of his or her knowledge after reasonable investigation, shall state that the representations and warranties of TRC and the Company, as the case may be, in this Underwriting Agreement are true and correct, that TRC and the Company have each complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, that the representations and warranties of each of TRC, TCC, the Company and Target National Bank, as applicable, in the Basic Documents are true and correct as of the dates specified therein, that no stop order suspending the effectiveness of a Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission, that, subsequent to the date of the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of TRC, TCC, the Company or Target National Bank, as the case may be, or its respective credit card business except as set forth in or contemplated by the Prospectus or as described in such certificate and that nothing has come to the attention of TRC, TCC, the Company or Target National Bank that would lead TRC, TCC, the Company or Target National Bank to believe that a Registration Statement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(o)You shall have received evidence satisfactory to you and your counsel that the Class A Notes shall be rated “AAA” by Standard & Poor’s Ratings Services and “Aaa” by Moody’s Investors Service, Inc.

(p)You shall have received a letter, dated the Closing Date and satisfactory in form and substance to you and your counsel, which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than five days prior to the Closing Date for the purposes of this subsection (p).

(q)You shall also receive from each counsel rendering an opinion not otherwise addressed to you a letter dated the Closing Date and satisfactory in form and substance to you and your counsel, stating that you may rely on the opinions of such counsel as delivered to Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services in connection with the rating of the Class A Notes.

(r)On the Closing Date, $211,538,462 aggregate principal amount of the Subordinated Interests shall have been issued to the Depositor.

(s)All proceedings in connection with the transactions contemplated by this Underwriting Agreement and the other Basic Documents and all documents incident hereto and thereto shall be reasonably satisfactory in form and substance to you and your counsel, and you and your counsel shall have received such information, certificates and documents as you and your Counsel may reasonably request.

TRC will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request.  The Representative may in its sole discretion waive compliance with any conditions to the obligations of the Underwriters hereunder.

7.Indemnification and Contribution.

(a)TRC and the Company, will jointly and severally indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither TRC nor the Company will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to TRC or the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below; and provided further, however, that neither TRC nor the Company will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus that was eliminated or remedied in the Prospectus, if a copy of the Prospectus was not sent or given with or prior to the written confirmation of the sale of any Class A Note to the person asserting the loss, claim, damage or liability, if required by the Act.

(b)Each Underwriter will severally and not jointly indemnify and hold harmless TRC and the Company against any losses, claims, damages or liabilities to which TRC or the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or the alleged omission to state therein in a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to TRC or the Company by such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by TRC or the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus Supplement furnished on behalf of each Underwriter: the fifth and sixth paragraphs under the caption “Underwriting” concerning overallotments and stabilizing and the concession and reallowance figures appearing in the second paragraph under the caption “Underwriting.”

(c)Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a) or (b) above.  In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified

party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action.

(d)If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by TRC and the Company on the one hand and the Underwriters on the other from the offering of the Class A Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of TRC and/or the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations.  The relative benefits received by TRC and the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by TRC and the Company bear to the total underwriting discounts and commissions received by the Underwriters.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by TRC or the Company on the one hand or by the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.  The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d).  Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Class A Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e)The obligations of TRC and the Company under this Section shall be in addition to any liability which TRC and the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of TRC and the Company, to each officer of TRC and the Company who has signed a Registration Statement and to each person, if any, who controls TRC or the Company within the meaning of the Act.

8.Default of Underwriters.  If any Underwriter or Underwriters default in their obligations to purchase Class A Notes hereunder on the Closing Date and the aggregate principal amount of Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Class A Notes that the Underwriters are obligated to purchase on such Closing Date, the Lead Underwriter may make arrangements satisfactory to TRC for the purchase of such Class A Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A Notes that such defaulting Underwriters agreed but failed to purchase on the Closing Date.  If any Underwriter or Underwriters so default and the aggregate principal amount of the Class A Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Class A Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Lead Underwriter and TRC for the purchase of such Class A Notes by other persons are not made within 36 hours after such default, this Underwriting Agreement will terminate without liability on the part of any non-defaulting Underwriter or TRC or the Company, except as provided in Section 9.  As used in this Underwriting Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section.  Nothing herein will relieve a defaulting Underwriter from liability for its default.

9.Survival of Certain Representations and Obligations.  The respective indemnities, agreements, representations, warranties and other statements of TRC and the Company and their respective officers and of the several Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, TRC, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Class A Notes.  If this Underwriting Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Class A Notes by the Underwriters is not consummated, TRC and the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of TRC and the Company and the Underwriters pursuant to Section 7 shall remain in effect, and if any

Class A Notes have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.  If the purchase of the Class A Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Underwriting Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), TRC and the Company, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Class A Notes.

10.Notices.  All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, sent by facsimile or delivered and confirmed to the Representative at Lehman Brothers Inc., 745 7^th Avenue, 7^th Floor, New York, New York 10019 Attention: Asset Backed Securities (facsimile no.(212) 526-0285); if sent to TRC, will be mailed, sent by facsimile or delivered and confirmed to it at Target Receivables Corporation, 1000 Nicollet Mall, TPS 3136, Minneapolis, Minnesota 55403, Attention: General Counsel, (facsimile no. (612) 696-6909); and if sent to the Company, will be mailed, sent by facsimile or delivered and confirmed to it at Target Corporation, 1000 Nicollet Mall, Minneapolis, Minnesota 55403, Attention: Treasurer (facsimile no. (612) 761-5573); provided, however, that any notice to an Underwriter pursuant to Section 7 will be mailed, sent by e-mail, delivered or telegraphed and confirmed to such Underwriter.

11.Successors.  This Underwriting Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7, and no other person will have any right or obligation hereunder.

12.Representations of Underwriters.  The Representative will act for the several Underwriters in connection with this financing, and any action under this Underwriting Agreement taken by the Representative will be binding upon all the Underwriters.  Each of the Underwriters represents and warrants to, and agrees with, TRC that (i) it has not offered or sold, and prior to the date which is six months after the date of issue of the Class A Notes will not offer or sell any Class A Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Public Offers of Securities Regulations 1995, (ii) if that Underwriter is an authorized person under the Financial Services and Markets Act 2000, it has promoted and will only promote to the following persons (x) persons falling within one of the categories of “investment professionals” as defined in article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 and (y) persons falling within any categories of persons described in article 22(2) (a) to (d) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes)

(Exemptions) Order 2001, (iii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to the Class A Notes in, from or otherwise involving the United Kingdom, and (iv) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) received by it in connection with the issue or sale of any Class A Notes in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 does not apply to the Issuer.

13.Counterparts.  This Underwriting Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all such counterparts shall together constitute one and the same Underwriting Agreement.

14.Applicable Law.  THIS UNDERWRITING AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

TRC and the Company hereby submit to the nonexclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Underwriting Agreement or the transactions contemplated hereby.

15.No Fiduciary Duty.  Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters, TRC and the Company acknowledge and agree that in connection with the offering: (i) there exists no fiduciary or agency relationship between TRC and the Company, on the one hand, and the Underwriters, on the other; (ii) the relationship between TRC and the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations and the Underwriters are not acting as advisors, experts or otherwise, to TRC and the Company; (iii) notwithstanding anything in this Underwriting Agreement to the contrary, TRC and the Company acknowledge that the Underwriters may have financial interests in connection with the offering in addition to the difference between the price to the public and the purchase price paid to TRC and the Company by the Underwriters for the Class A Notes and the Underwriters have no obligation to disclose, or account to TRC and the Company for, any of such additional financial interests.  TRC and the Company hereby waive and release, to the fullest extent permitted by law, any claims that TRC and the Company may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty in connection with the offering.

If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to TRC and the Company one of the counterparts hereof, whereupon it will become a binding agreement between TRC, the Company and the several Underwriters in accordance with its terms.

		Very truly yours,
		TARGET RECEIVABLES CORPORATION
		By:
		Name:
		Title:
		TARGET CORPORATION
		By:
		Name:
		Title:
LEHMAN BROTHERS INC.
Acting on behalf of itself and as the Representative of the several Underwriters.
By:
	Name:
	Title:

Underwriting Agreement

Exhibit A

Underwriters	Principal Amounts of Class A Notes
Lehman Brothers Inc.	$
Banc of America Securities LLC
Citigroup Global Markets Inc.
JPMorgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Total	$	750,000,000

EX-4.(B)

Exhibit 4(b)

TARGET RECEIVABLES CORPORATION,

Transferor

TARGET NATIONAL BANK,

Servicer

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

Trustee

on behalf of the Collateral Certificateholder

SERIES 2005-1 SUPPLEMENT

Dated as of November     , 2005

to

AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT

Dated as of April 28, 2000

TARGET CREDIT CARD MASTER TRUST

Series 2005-1

TABLE OF CONTENTS

	ARTICLE I CREATION OF THE COLLATERAL CERTIFICATE
Section 1.1	Designation
Section 1.2	Delivery of and Payment for the Collateral Certificate
Section 1.3	Form of Delivery of the Collateral Certificate
	ARTICLE II DEFINITIONS
Section 2.1	Definitions
	ARTICLE III SERVICER
Section 3.1	Servicing Compensation
Section 3.2	Additional Covenant of the Servicer
	ARTICLE IV RIGHTS OF THE COLLATERAL CERTIFICATEHOLDER AND ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.1	Rights of the Collateral Certificateholder
Section 4.2	Collections and Allocations; Payments on Transferor Certificate
Section 4.3	Determination of Monthly Interest
Section 4.4	Determination of Principal Amounts
Section 4.5	Shared Principal Collections and Shared Transferor Principal Collections
Section 4.6	Application of Funds on Deposit in the Collection Account Allocable to the Collateral Certificate
Section 4.7	Excess Finance Charge Collections; Excess Transferor Finance Charge Collections
Section 4.8	Investor Defaulted Amount
Section 4.9	Reallocated Principal Collections for the Collateral Certificate
Section 4.10	Collateral Certificate Additional Amount
Section 4.11	Establishment of the Principal Funding Account for the Collateral Certificate
Section 4.12	Accumulation Period
Section 4.13	Reserve Account
	ARTICLE V DISTRIBUTIONS AND REPORTS TO SERIES 2005-1 CERTIFICATEHOLDER
Section 5.1	Distributions
Section 5.2	Reports and Statements to Collateral Certificateholder
	ARTICLE VI EARLY AMORTIZATION EVENTS
Section 6.1	Series 2005-1 Early Amortization Events

i

	ARTICLE VII OPTIONAL TERMINATION; SERIES TERMINATION; SALE OF SUBORDINATED INTERESTS
Section 7.1	Optional Termination
Section 7.2	Series 2005-1 Termination
Section 7.3	Special Reduction of the Invested Amount
	ARTICLE VIII FINAL DISTRIBUTION
Section 8.1	Sale of Receivables or Collateral Certificateholder’s Interest pursuant to Section 2.6 or 10.1 of the Agreement and Section 7.1 or 7.2 of this Series Supplement
	ARTICLE IX MISCELLANEOUS PROVISIONS
Section 9.1	Legend on Collateral Certificate
Section 9.2	Ratification of Agreement
Section 9.3	Counterparts
Section 9.4	Required Additions to Series 2005-1
Section 9.5	Transfer of the Collateral Certificate
Section 9.6	Jurisdiction; Service
Section 9.7	GOVERNING LAW
Section 9.8	Article 8
Section 9.9	No Petition
Section 9.10	Instructions in Writing
Section 9.11	Adjustments
Section 9.12	Eligible Investments

ii

EXHIBITS

Form of Collateral Certificate	Exhibit A
Form of Monthly Collateral Certificateholder’s Statement	Exhibit B
Form of Monthly Servicer’s Certificate	Exhibit C
Form of Transferee Representation Letter	Exhibit D

iii

SERIES 2005-1 SUPPLEMENT, dated as of November       , 2005 (this “Series Supplement”) by and among TARGET RECEIVABLES CORPORATION, a corporation organized and existing under the laws of the State of Minnesota, as Transferor (the “Transferor”), TARGET NATIONAL BANK, a national banking association organized and existing under the laws of the United States, as Servicer (“Target National Bank” or the “Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as trustee (together with its successors in trust thereunder as provided in the Agreement referred to below, the “Trustee”) under the Amended and Restated Pooling and Servicing Agreement dated as of April 28, 2000, as amended (the “Agreement”) by and among the Transferor, the Servicer and the Trustee.

WHEREAS, Section 6.3 of the Agreement provides, among other things, that the Transferor and the Trustee may at any time and from time to time enter into a supplement to the Agreement for the purpose of authorizing the issuance by the Transferor, for execution and redelivery to the Trustee for authentication, of one or more Series of Certificates;

WHEREAS, pursuant to this Series Supplement, the Transferor and the Trustee shall create a new Series of Investor Certificates and shall specify the Principal Terms thereof; and

WHEREAS, on the Closing Date, the Investor Certificates created hereunder will be deposited by the Transferor in Target Credit Card Owner Trust 2005-1 (the “Owner Trust”) and pledged by the Owner Trust to an indenture trustee to secure $750,000,000 Floating Rate Class A Asset-Backed Notes and the $211,538,462 Subordinated Interests to be issued by the Owner Trust pursuant to the Indenture (as defined herein).

ARTICLE I

CREATION OF THE COLLATERAL CERTIFICATE

Section 1.1Designation.

There is hereby created a Series of Investor Certificates to be issued pursuant to the Agreement and this Series Supplement to be known generally as the “Series 2005-1 Certificates.”  The Series 2005-1 Certificates shall be issued in a single class evidenced by a single certificate and designated generally as the Series 2005-1 Collateral Certificate (the “Collateral Certificate”).  Series 2005-1 shall be a Principal Sharing Series and shall be included in Group I for purposes of sharing Excess Finance Charge Collections.  The Collateral Certificate shall be entitled to share Excess Transferor Finance Charge Collections as specified herein.  In addition, the Transferor, at its sole option, may allow the Collateral Certificate to share Shared Transferor Principal Collections and Excess Transferor Finance Charge Collections as specified herein.

1

Section 1.2Delivery of and Payment for the Collateral Certificate.

The Transferor shall execute and deliver the Collateral Certificate to the Trustee for authentication in accordance with Section 6.1 of the Agreement.  The Trustee shall deliver the Collateral Certificate to or upon the order of the Transferor when authenticated in accordance with Section 6.2 of the Agreement.  The Collateral Certificate will be deposited by the Transferor into the Owner Trust and pledged by the Owner Trust to an indenture trustee to secure the Class A Notes and the Subordinated Interests.

Section 1.3Form of Delivery of the Collateral Certificate.

The Collateral Certificate shall be delivered as a Registered Certificate as provided in Section 6.1 of the Agreement and shall be a Definitive Certificate as provided in Section 6.12 of the Agreement.  The Collateral Certificate shall be substantially in the form of Exhibit A hereto.

ARTICLE II

DEFINITIONS

Section 2.1Definitions.

In the event that any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Agreement, the terms and provisions of this Series Supplement shall govern with respect to the Collateral Certificate.  All Articles, Sections, subsections and Exhibits references herein shall mean Articles, Sections, subsections and Exhibits of this Series Supplement except as otherwise provided herein.  All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.  Each capitalized term defined herein shall relate only to the Collateral Certificate and to no other Series of Certificates issued by the Trust.  Certain terms used herein are defined by reference to the Indenture.  If the Indenture should terminate prior to the termination of this Series Supplement, then each term defined herein by reference to the Indenture shall be deemed a reference to such term as defined in the Indenture immediately prior to the termination thereof and shall have the same force and effect as if fully set forth herein, notwithstanding the termination of the Indenture.

“Accumulation Date” shall mean the first day of the October 2009 Monthly Period.

“Accumulation Period” shall mean, the period commencing on the Accumulation Date, or such later date as may be specified by the Servicer in accordance with Section 4.12, and continuing to and ending on the earlier of (x) the calendar day immediately prior to the Early Amortization Commencement Date and (y) the Series 2005-1 Termination Date.

“Accumulation Period Length” shall have the meaning specified in Section 4.12.

“Additional Class A Notes” shall have the meaning specified in the Indenture.

“Additional Interest” shall mean, with respect to any Distribution Date, the sum of Class A Additional Interest and Subordinated Additional Interest, if any.

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“Adjusted Invested Amount” shall mean, for any date of determination, an amount equal to the Invested Amount minus the principal amount on deposit in the Principal Funding Account on such date of determination.

“Adjustment Payment” shall mean any payment the Transferor is required to make into the Special Funding Account pursuant to subsection 3.9(a) of the Agreement.

“Amortization Period Commencement Date” shall mean the earlier of (a) the first day of the Accumulation Period and (b) an Early Amortization Commencement Date.

“Available Finance Charge Collections Shortfall Amount” shall have the meaning specified in subsection 4.7(a).

“Available Reserve Account Amount” shall mean, with respect to any Transfer Date, the lesser of (a) the amount on deposit in the Reserve Account as of such date (before giving effect to any deposit or withdrawal made or to be made pursuant to subsections 4.6(a)(vi) and 4.13(d) to the Reserve Account on such date) and (b) the Required Reserve Account Amount.

“Available Series 2005-1 Finance Charge Collections” shall have the meaning specified in subsection 4.6(a).

“Available Series 2005-1 Principal Collections” shall mean, with respect to any Distribution Date, the sum of (a) the Principal Allocation Percentage of Collections of Principal Receivables collected during the preceding Monthly Period minus Reallocated Principal Collections with respect to such Distribution Date, and (b) the sum of the amounts designated to be treated as Available Series 2005-1 Principal Collections pursuant to subsections 4.6(a)(iii) and (iv) with respect to such Distribution Date.

“Available Shared Principal Collections” shall mean, with respect to any Monthly Period, Shared Principal Collections available to be allocated to the Collateral Certificate from each other Series that has a controlled or scheduled amortization or accumulation period beginning after the October 2010 Distribution Date.

“Base Rate” shall mean, with respect to any Monthly Period, the sum of (i) the annualized percentage equivalent of the weighted average of the Class A Interest Rate and the Subordinated Interest Rate, both for the related Interest Accrual Period (weighted by the outstanding principal amount of the Class A Notes and the Subordinated Interests, respectively, both at the end of the last day of such Monthly Period) and (ii) the Servicing Fee Rate.

“Business Day” shall (a) for the purpose of determining LIBOR, have the meaning provided in the Agreement; provided, however, that for such purpose, a Business Day shall not include any day on which banking institutions in London, England, trading in United States dollar deposits in the London interbank market, are authorized or obligated by law or executive order to be closed and (b) for all other purposes, have the meaning provided in the Agreement.

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“Carryover Interest” shall mean, with respect to any Distribution Date, the sum of Class A Carryover Interest and Subordinated Carryover Interest.

“Class A Additional Interest” shall have the meaning specified in subsection 4.3(a).

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

“Class A Controlled Accumulation Amount” shall mean (a) for any Distribution Date with respect to the Accumulation Period on or prior to the Class A Expected Final Payment Date, $62,500,000, provided that such amount shall be increased pursuant to Section 4.10 as a result of the issuance of Additional Class A Notes; provided, further, that, if the Accumulation Period is modified pursuant to Section 4.12, (i) the Class A Controlled Accumulation Amount for each Distribution Date with respect to the Accumulation Period shall mean the amount determined in accordance with Section 4.12 on the date on which the Accumulation Period has most recently been modified and (ii) the sum of the Class A Controlled Accumulation Amounts for all Distribution Dates with respect to the modified Accumulation Period shall not be less than the outstanding principal of the Class A Notes and (b) for any other Distribution Date, zero.

“Class A Controlled Deposit Amount” shall mean, for any Distribution Date with respect to the Accumulation Period, an amount equal to the Class A Controlled Accumulation Amount plus the Class A Deficit Controlled Accumulation Amount for the preceding Distribution Date, if any.

“Class A Covered Amount” shall mean, with respect to any Interest Accrual Period prior to the payment in full of the Class A Notes, the product of (a) the Class A 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 Principal Funding Account Balance as of the first day of such Interest Accrual Period.

“Class A Deficit Controlled Accumulation Amount” shall mean, on each Distribution Date with respect to the Accumulation Period, the excess, if any, of the Class A Controlled Deposit Amount for such Distribution Date over the amount withdrawn from the Collection Account and deposited into the Principal Funding Account as Series 2005-1 Principal for such Distribution Date.

“Class A Expected Final Payment Date” shall have the meaning specified in the Indenture.

“Class A Interest Rate” shall have the meaning specified in the Indenture.

“Class A Monthly Interest” shall have the meaning specified in subsection 4.3(a).

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“Class A Monthly Interest Shortfall” shall have the meaning specified in subsection 4.3(a).

“Class A Noteholder” shall have the meaning specified in the Indenture.

“Class A Note Initial Principal Balance” shall have the meaning specified in the Indenture.

“Class A Notes” shall have the meaning specified in the Indenture.

“Closing Date” shall mean November    , 2005.

“Collateral Certificate” shall have the meaning specified in Section 1.1.

“Collateral Certificate Addition Date” shall have the meaning specified in subsection 4.10(a).

“Collateral Certificate Additional Amount” shall have the meaning specified in subsection 4.10(a).

“Collateral Certificateholder” shall mean the holder of record of the Collateral Certificate.

“Collateral Certificateholder’s Interest” shall have the meaning specified in Section 4.1.

“Distribution Date” shall mean December 27, 2005, and the 25^th day of each month thereafter, or if such day is not a Business Day, the next succeeding Business Day.

“Early Amortization Commencement Date” shall mean the initial date on which an Early Amortization Event or a Series 2005-1 Early Amortization Event occurs or is deemed to have occurred.

“Early Amortization Event” shall mean any of the events specified in Section 9.1 of the Agreement.

“Early Amortization Period” shall mean the period beginning on an Early Amortization Commencement Date and ending on the Series 2005-1 Termination Date.

“Event of Default” shall have the meaning specified in the Indenture.

“Excess Finance Charge Collections” shall mean, with respect to any Distribution Date, as the context requires, either (x) the amount described in subsection 4.6(a)(viii) allocated to the Collateral Certificate but available to cover shortfalls in amounts paid from Collections of Finance Charge Receivables for other Series in Group I, if any, or (y) the aggregate amount of Collections of Finance Charge Receivables allocable to other Series in Group I in excess of the amounts necessary to make required payments with respect to such Series, if any, and available to cover shortfalls with respect to the Collateral Certificate.

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“Excess Spread Percentage” shall mean, with respect to any Distribution Date, the amount, if any, by which the Portfolio Yield for the preceding Monthly Period exceeds the Base Rate for the preceding Monthly Period.

“Excess Transferor Finance Charge Collections” shall have the meaning specified in subsection 4.2(d).

“Floating Allocation Percentage” shall mean, with respect to any Monthly Period, the percentage equivalent of a fraction, the numerator of which is the Adjusted Invested Amount as of (x) during the Revolving Period or the Accumulation Period with respect to Collections of Finance Charge Receivables and at all times with respect to the Defaulted Amount, the end of the last day of the immediately preceding Monthly Period (or, in the case of the first Monthly Period, the Closing Date) and (y) during an Early Amortization Period with respect to Collections of Finance Charge Receivables, the end of the last day of the Monthly Period immediately preceding an Early Amortization Commencement Date and the denominator of which is (i) with respect to the Defaulted Amount, the sum of (a) the total amount of Principal Receivables in the Trust plus (b) the amounts on deposit in the Special Funding Account, in each case calculated as of  the end of the last day of the Monthly Period used to determine the numerator and (ii) with respect to Collections of Finance Charge Receivables, the greater of (a) the sum of (I) the total amount of Principal Receivables in the Trust plus (II) the amounts on deposit in the Special Funding Account, in each case calculated as of the end of the last day of the Monthly Period used to determine the numerator and (b) the sum of the numerators used to calculate the applicable allocation percentages for Collections of Finance Charge Receivables for all Classes of all Series and Participations then outstanding; provided that such calculations are subject to adjustment upon the direction of the Transferor, in accordance with subsection 2.9(g) of the Agreement, to give effect to additions of Additional Accounts.

“Group I” shall mean, the Group in which Series 2005-1 is to be included for the purpose of sharing Excess Finance Charge Collections.

“Indenture” shall mean that certain indenture, dated as of November    , 2005, by and between the Owner Trust and Wells Fargo Bank, National Association, as indenture trustee.

“Initial Invested Amount” shall mean $961,538,462.

“Interest Accrual Period” shall mean, with respect to any Distribution Date, the period from and including the preceding Distribution Date to but excluding such Distribution Date; provided, however, that the initial Interest Accrual Period shall begin on and include the Closing Date and end on but exclude the first Distribution Date.

“Invested Amount” shall mean, for any date of determination, an amount equal to the sum of (a) the Initial Invested Amount, plus (b) the amount of any increase in the principal amount of the Collateral Certificate after the Closing Date pursuant to Section 4.10, plus (c) the sum of the aggregate amounts allocated with respect to the reimbursement of Investor Charge-Offs and available on all prior Distribution Dates pursuant to subsections 4.6(a)(iv) and 4.7(a), minus (d) the aggregate amount of principal payments made to the Collateral Certificateholder

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prior to such date, including the amount of any reduction pursuant to subsection 7.3(a), minus (e) the aggregate amount of Investor Charge-Offs for all prior Distribution Dates, and minus (f) the amount of any reduction in the Invested Amount as a result of the purchase by the Transferor and subsequent cancellation of a portion of the Collateral Certificate pursuant to subsection 7.3(b).

“Investor Charge-Off” shall mean, with respect to any Distribution Date, the aggregate amount of (a) any reduction in the Invested Amount as a result of the application of Reallocated Principal Collections pursuant to Section 4.9 and (b) any reduction in the Invested Amount pursuant to Section 4.8.

“Investor Defaulted Amount” shall mean, with respect to any Monthly Period, an amount equal to the product of the Defaulted Amount and the Floating Allocation Percentage with respect to such Monthly Period.

“Investor Percentage” shall mean, with respect to Principal Receivables, the Principal Allocation Percentage and, with respect to Finance Charge Receivables and the Defaulted Amount, the Floating Allocation Percentage.

“Legal Maturity Date” shall mean the October 2014 Distribution Date.

“LIBOR” shall have the meaning specified in the Indenture.

“LIBOR Determination Date” shall have the meaning specified in the Indenture.

“Monthly Period” shall mean, with respect to each Distribution Date, the immediately preceding fiscal month of the Transferor; provided that the first Monthly Period shall begin on the first day of the fiscal month of the Transferor during which the Closing Date occurs and end on the last day of the fiscal month of the Transferor during which the Closing Date occurs.

“Monthly Servicing Fee” shall have the meaning specified in Section 3.1.

“Owner Trust” shall have the meaning specified in the recitals.

“Percentage Allocation” shall have the meaning specified in subsection 4.2(b)(i)(y).

“Portfolio Yield” shall mean, for the Collateral Certificate, with respect to any Monthly Period, the annualized percentage equivalent of a fraction, the numerator of which is an amount equal to the sum of the Floating Allocation Percentage of Collections of Finance Charge Receivables for that Monthly Period, minus, if the Required Reserve Account Amount is greater than zero, the excess of the Principal Funding Investment Shortfall over the amount applied from the Reserve Account in accordance with subsection 4.13(d), minus the Investor Defaulted Amount for that Monthly Period, and the denominator of which is the Adjusted Invested Amount at the end of the last day of the preceding Monthly Period, or, in the case of the first Monthly Period, the Closing Date.

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“Principal Allocation Percentage” shall mean, with respect to any Monthly Period, the percentage equivalent of a fraction, the numerator of which is (a) during the Revolving Period, the Invested Amount at the end of the last day of the immediately preceding Monthly Period (or, in the case of the first Monthly Period, the Closing Date), (b) during the Accumulation Period, the Invested Amount at the end of the last day of the Revolving Period; provided that, on the date of issuance of any new Series during the Accumulation Period, at the option of the Transferor, upon satisfaction of the Rating Agency Condition, such amount may be reduced to an amount not less than the greater of (x) the Adjusted Invested Amount on such date and (y) the amount which would result in a Principal Allocation Percentage which when multiplied by the amount of Collections of Principal Receivables for the preceding Monthly Period would equal (I) the Class A Controlled Deposit Amount for such Monthly Period plus 10% of the Class A Controlled Accumulation Amount or, if such date is on or after the Class A Expected Final Payment Date and the Class A Notes have been paid in full, the Subordinated Amount minus (II) the amount of any Available Shared Principal Collections with respect to such Monthly Period, and (c) during an Early Amortization Period, the Invested Amount at the end of the last day of the Revolving Period or, if less, the last numerator used to calculate the Principal Allocation Percentage in the Accumulation Period, if any, and the denominator of which is the greater of (a) the sum of the total amount of Principal Receivables in the Trust and the principal amount on deposit in the Special Funding Account each as of the end of the last day of the immediately preceding Monthly Period (or, in the case of the first Monthly Period, the Closing Date) and (b) the sum of the numerators used to calculate the principal allocation percentages for all Series and Participations outstanding as of the date as to which such determination is being made; provided, further, that such calculations are subject to adjustment upon the direction of the Transferor, in accordance with subsection 2.9(g) of the Agreement, to give effect to additions of Additional Accounts.

“Principal Funding Account” shall have the meaning specified in subsection 4.11(a).

“Principal Funding Account Balance” shall mean, for any date of determination during the Accumulation Period, the principal amount, if any, on deposit in the Principal Funding Account on such date of determination.

“Principal Funding Investment Proceeds” shall mean, with respect to each Distribution Date during the Accumulation Period and on the first Special Payment Date, the investment earnings on funds on deposit in the Principal Funding Account (net of investment expenses and losses) for the related Interest Accrual Period.

“Principal Funding Investment Shortfall” shall mean, with respect to each Distribution Date during the Accumulation Period, the amount, if any, by which the Principal Funding Investment Proceeds are less than the Class A Covered Amount for the related Interest Accrual Period.

“Principal Shortfall” shall mean, with respect to any Distribution Date (x) for Series 2005-1, (i) during the Accumulation Period on and prior to the Class A Expected Final Payment Date, the excess of the Class A Controlled Deposit Amount for such Distribution Date over the aggregate amount applied with respect thereto on such Distribution Date, and (ii) during

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the Accumulation Period following the Class A Expected Final Payment Date or during an Early Amortization Period, the Invested Amount after the application of Collections of Principal Receivables on such Distribution Date or (y) for any other Series, the amounts specified as such in the Supplement for such other Series.

“Rating Agency” shall have the meaning specified in the Indenture.

“Rating Agency Condition” shall have the meaning specified in the Indenture.

“Reallocated Principal Collections” shall have the meaning specified in Section 4.9.

“Reassignment Amount” shall mean, with respect to any Distribution Date, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date, the sum of (i) the Adjusted Invested Amount on such Distribution Date plus (ii) the sum of the Class A Monthly Interest and the Subordinated Monthly Interest, if any, for such Distribution Date and the Carryover Interest, if any, for such Distribution Date.

“Record Date” shall mean, with respect to any Distribution Date, the last Business Day of the calendar month preceding the month in which such Distribution Date occurs.

“Reference Banks” shall mean four major banks in the London interbank market selected by the Servicer.

“Required Amount” shall mean, with respect to each Distribution Date, the amount determined by the Servicer equal to the excess, if any, of (x) the sum of (i) Class A Monthly Interest for such Distribution Date, (ii) any Class A Carryover Interest for such Distribution Date and (iii) the Monthly Servicing Fee for such Distribution Date, over (y) the sum of the Available Series 2005-1 Finance Charge Collections applied with respect to such amounts pursuant to subsection 4.6(a) plus any Excess Finance Charge Collections from other Series in Group I allocable to Series 2005-1 and applied with respect to such amounts pursuant to subsection 4.7(a).

“Required Reserve Account Amount” shall mean, with respect to any Distribution Date on or after the Reserve Account Funding Date, an amount specified by the Transferor.

“Required Retained Transferor’s Percentage” shall mean 2%; provided, however, that such percentage may be adjusted from time to time upon written notice from the Transferor to the Trustee if each Rating Agency initially contracted to rate the Class A Notes shall have been notified of such adjustment and shall have provided notice to the Trustee or the Servicer that the Rating Agency Condition shall be satisfied in connection with such action and such action shall not, as evidenced by a Tax Opinion, cause the Trust to be characterized for Federal income tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse effect on the Federal income taxation of any outstanding Series of Certificates or any Certificate Owner.

“Reserve Account” shall have the meaning specified in subsection 4.13(a).

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“Reserve Account Funding Date” shall mean the date, if any, specified by the Transferor for the commencement of the funding of the Reserve Account.

“Reserve Account Surplus” shall mean, as of any Transfer Date following the Reserve Account Funding Date, the amount, if any, by which the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount.

“Reserve Draw Amount” shall have the meaning specified in subsection 4.13(c).

“Revolving Period” shall mean the period from and including the Closing Date to, but not including, the Amortization Period Commencement Date.

“Senior Percentage” shall mean, for any date of determination, a fraction, expressed as a percentage, the numerator of which is the Adjusted Invested Amount minus the Subordinated Amount and the denominator of which is the Adjusted Invested Amount, in each case as of the end of the last day of the immediately preceding Monthly Period (or, in the case of the first Monthly Period, the Closing Date).

“Series Accounts” shall mean the Principal Funding Account and the Reserve Account.

“Series Invested Amount” shall mean, for Series 2005-1, for any date of determination, an amount equal to the Adjusted Invested Amount as of such date.

“Series 2005-1” shall mean the Series of the Target Credit Card Master Trust represented by the Collateral Certificate.

“Series 2005-1 Allocation Percentage” shall mean, on any date of determination, the percentage equivalent of a fraction the numerator of which is the Adjusted Invested Amount and the denominator of which is the sum of the invested amounts (or adjusted invested amounts, as applicable) of all then outstanding Series.

“Series 2005-1 Certificates” shall have the meaning specified in Section 1.1.

“Series 2005-1 Early Amortization Event” shall have the meaning specified in Section 6.1.

“Series 2005-1 Principal” shall have the meaning specified in Section 4.4.

“Series 2005-1 Required Designation Date” shall have the meaning specified in Section 9.4.

“Series 2005-1 Termination Date” shall mean the earlier to occur of (i) the date on which the Invested Amount is reduced to zero, and (ii) the Legal Maturity Date.

“Servicing Fee Rate” shall mean 2.00% per annum.

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“Shared Principal Collections” shall mean, as the context requires, either (a) the amount allocated to the Collateral Certificate which, in accordance with subsections 4.6(b) and 4.6(c)(ii), may be applied in accordance with Section 4.4 of the Agreement or (b) the amounts allocated to the Investor Certificates of other Series which the applicable Supplements for such Series specify are to be treated as “Shared Principal Collections” plus amounts specified in any Participation Supplement with respect to any Participation to be treated as Shared Principal Collections which may be applied to cover Principal Shortfalls with respect to the Collateral Certificate.

“Shared Transferor Principal Collections” shall have the meaning specified in subsection 4.2(d).

“Special Payment Date” shall mean each Distribution Date following the Monthly Period in which an Early Amortization Commencement Date occurs.

“Specified Investor Default Amount” shall mean, with respect to any Distribution Date, the sum of (a) the product of (i) 1.5 and (ii) the average of the Investor Defaulted Amounts for the three preceding Monthly Periods, and (b) the amount of unreimbursed Investor Charge-Offs allocated to reduce the Invested Amount for the preceding Monthly Period.

“Specified Transferor Amount” shall mean, as of any date of determination, the product of (i) the sum of (a) the aggregate Principal Receivables as of such date and (b) the amount on deposit in the Special Funding Account as of such date and (ii) 17%, provided, however, that such percentage may be adjusted from time to time upon written notice from the Transferor to the Trustee if Standard & Poor’s shall have been notified of such adjustment and shall have provided written notice to the Trustee or the Servicer that such action will not result in reduction or withdrawal of the then outstanding rating of any (x) Outstanding Notes (each term as defined in the Indenture) or (y) outstanding securities collateralized by Subordinated Interests.

“Subordinated Additional Interest” shall mean the amount, if any, distributable in respect of the Subordinated Interests as calculated pursuant to subsection 4.3(b).

“Subordinated Amount” shall mean, for any date, an amount equal to the greater of (a) the Invested Amount minus the outstanding principal amount of the Class A Notes, and (b) zero.

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

“Subordinated Interest Rate” shall have the meaning specified in the Indenture.

“Subordinated Interests” shall have the meaning specified in the Indenture.

“Subordinated Monthly Interest” shall have the meaning specified in subsection 4.3(b).

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“Subordinated Monthly Interest Shortfall” shall have the meaning specified in subsection 4.3(b).

“Targeted Holder” shall mean each holder of (i) a right to receive interest or principal with respect to the Collateral Certificate, (ii) any interest in the Trust with respect to which an Opinion of Counsel has not been rendered to the effect that such interest will be treated as debt for federal income tax purposes, and (iii) any holder of a right to receive any amount in respect of the Transferor’s Interest; provided that any Person holding more than one right or interest each of which would cause such Person to be a Targeted Holder shall be treated as a single Targeted Holder.

“Telerate Page 3750” shall mean the display designated as page “3750” by Telerate, Inc. (or such other page as may replace Telerate Page 3750 on that service or a comparable service for the purpose of displaying London interbank offered rates of major banks).

“Transferor Retained Certificates” shall mean Investor Certificates of any Series, which the Transferor retains or any interest in a trust or other entity that holds Investor Certificates, such as the Subordinated Interests, that is retained by the Transferor, but only to the extent that and for so long as the Transferor is the Holder of such Certificates or interest in a trust that holds Investor Certificates.

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ARTICLE III

SERVICER

Section 3.1Servicing Compensation.  The share of the Servicing Fee allocable to the Collateral Certificateholder with respect to any Distribution Date shall be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) (i) the Adjusted Invested Amount at the end of the last day of the Monthly Period second preceding such Distribution Date, minus (ii) the product of the amount, if any, on deposit in the Special Funding Account at the end of the last day of the Monthly Period second preceding such Distribution Date and the Floating Allocation Percentage (as defined with respect to the Defaulted Amount) with respect to such Monthly Period (this amount, together with any such amounts unpaid from prior Distribution Dates, the “Monthly Servicing Fee”); provided, however, that with respect to the first Distribution Date, the Monthly Servicing Fee shall be $         .  The remainder of the Servicing Fee for each Distribution Date shall be paid from amounts allocable to the Holder of the Transferor Certificate, holders of Participations or the Certificateholders of other Series (as provided in the related Supplements) and in no event shall the Trust, the Trustee or the Collateral Certificateholder be liable for the share of the Servicing Fee to be paid from amounts allocable to the Holder of the Transferor Certificate, holders of  Participations or the Certificateholders of any other Series.  The Monthly Servicing Fee shall be payable to the Servicer on any Distribution Date solely to the extent amounts are available for distribution in respect thereof pursuant to subsection 4.6(a)(ii).

Section 3.2Additional Covenant of the Servicer.

The Servicer covenants and agrees that if on any Determination Date the Transferor Amount (excluding the interest represented by any Supplemental Certificate) as of the end of the last day of the immediately preceding Monthly Period is less than or equal to the Specified Transferor Amount as of such last day, then, on the next Business Day, the Servicer shall determine whether the Transferor Amount (excluding the interest represented by any Supplemental Certificate) for the second preceding day is greater than the Required Retained Transferor Amount and the Specified Transferor Amount, both for such second preceding day.  The Servicer shall continue to make such determination on each Business Day thereafter until the expiration of 90 consecutive days during which the Transferor Amount as of the second preceding day is greater than the Specified Transferor Amount as of such second preceding day.

ARTICLE IV

RIGHTS OF THE COLLATERAL CERTIFICATEHOLDER AND
ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.1Rights of the Collateral Certificateholder.

The Collateral Certificate shall represent an undivided interest in the Trust (the “Collateral Certificateholder’s Interest”), consisting of the right to receive, to the extent necessary to make the required payments with respect to such Collateral Certificate at the times

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and in the amounts specified in this Series Supplement, (a) the Floating Allocation Percentage and the Principal Allocation Percentage (as applicable from time to time) of Collections, (b) funds on deposit in the Special Funding Account and distributable to the Collateral Certificate pursuant to Section 4.2 of the Agreement, (c) funds on deposit in the Principal Funding Account and (d) if the Transferor, at its option, designates a Reserve Account Funding Date, funds on deposit in the Reserve Account.  The Investor Certificates of Series 2005-1 shall not be subordinated to any other Series.

Section 4.2Collections and Allocations; Payments on Transferor Certificate.

(a)Collections.  The Servicer shall apply or shall instruct the Trustee to apply all funds on deposit in the Collection Account, the Special Funding Account, the Principal Funding Account and the Reserve Account allocable to the Collateral Certificate as described in this Article IV and Article IV of the Agreement.

(b)Allocations.  The Servicer shall apply, or shall instruct the Trustee to apply, all Collections and other funds that are allocated to the Collateral Certificate as follows:

(i)Daily Allocations During the Revolving Period.  During the Revolving Period, if the conditions specified in the last sentence of subsection 4.3(a) of the Agreement are no longer satisfied, the Servicer shall, prior to the close of business on any Date of Processing, allocate the following amounts as set forth below:

(x)  Allocate to the Collateral Certificateholder and deposit in the Collection Account no later than the second Business Day following the Date of Processing an amount equal to the product of (A) the Floating Allocation Percentage with respect to the current Monthly Period and (B) the aggregate amount of Collections of Finance Charge Receivables on such Date of Processing; provided, however, that, with respect to each Monthly Period, such amount shall only be deposited until such time as the amount of Collections of Finance Charge Receivables allocable to Series 2005-1 deposited in the Collection Account equals the amount of Class A Monthly Interest, Subordinated Monthly Interest, if any, Carryover Interest, if any, and, at any time that Target National Bank is not the Servicer, the Monthly Servicing Fee, in each case due on the Distribution Date in the following Monthly Period, and, if on the Distribution Date in the preceding Monthly Period the Excess Spread Percentage was less than 4% or if there were unreimbursed Investor Charge-Offs, the Specified Investor Default Amount determined for the Distribution Date in the preceding Monthly Period.

(y)  Allocate to the Collateral Certificateholder and deposit in the Collection Account no later than the second Business Day following the Date of Processing an amount equal to the least of (A) the product of (I) the Principal Allocation Percentage with respect to the current Monthly Period and (II) the aggregate amount of Collections of Principal Receivables on such Date of Processing (for any such date, a “Percentage Allocation”), (B) an amount not to

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exceed the Subordinated Amount minus the aggregate amount previously deposited in the Collection Account under this subsection 4.2(b)(i)(y) with respect to the current Monthly Period, and (C) the excess of (1) the sum of the Class A Monthly Interest, the Class A Carryover Interest, the Monthly Servicing Fee, if Target National Bank is not the Servicer, and the Senior Percentage of the Specified Investor Default Amount determined for the Distribution Date in the preceding Monthly Period if on the Distribution Date in the preceding Monthly Period the Excess Spread Percentage was less than 4% or if there were unreimbursed Investor Charge-Offs over (2) the amount of Collections of Finance Charge Receivables deposited in the Collection Account on that Date of Processing and on each preceding Date of Processing in that Monthly Period pursuant to subsection 4.2(b)(i)(x).

These Collections of Principal Receivables shall only be retained or deposited in the Collection Account pursuant to this subsection 4.2(b)(i)(y) to the extent that the sum of the Collections of Principal Receivables and the Collections of Finance Charge Receivables retained in the Collection Account pursuant to subsection 4.2(b)(i)(x) and this subsection 4.2(b)(i)(y) do not exceed the sum of the Class A Monthly Interest, the Class A Carryover Interest, the Monthly Servicing Fee, if Target National Bank is not the Servicer, and the Senior Percentage of the Specified Investor Default Amount determined for the Distribution Date in the preceding Monthly Period if the conditions requiring that deposit exist.  The excess of the amount of Collections of Principal Receivables on deposit in the Collection Account over the amount required to be retained in the Collection Account and the remainder of the Principal Allocation Percentage of the amount of Collections of Principal Receivables on that Date of Processing shall be paid to the Holder of the Transferor Certificate; provided, however, that the amount to be paid to the Holder of the Transferor Certificate pursuant to this subsection 4.2(b)(i)(y) on any Date of Processing shall be first, if the Rating Agency Condition is satisfied in connection with a request of the Transferor to reduce the Invested Amount, used to reduce the Invested Amount pursuant to subsection 7.3(a), second, if any other Principal Sharing Series is outstanding and in its Amortization Period, deposited in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the Distribution Date in the following Monthly Period and, third, shall be paid to the Holder of the Transferor Certificate only if on such Date of Processing the Transferor Amount (excluding the interest represented by the Supplemental Certificate) is greater than the Required Retained Transferor Amount (after giving effect to all Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account; provided, further, that such amounts will be paid to the Holder of the Transferor Certificate subject to the obligation of the Transferor to make an amount equal to the Reallocated Principal Collections for each Monthly Period available on the Distribution Date in the following Monthly Period for application in accordance with Section 4.9.

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(ii)Daily Allocations During the Accumulation Period.  During the Accumulation Period, if the conditions specified in the last sentence of subsection 4.3(a) of the Agreement are not satisfied, the Servicer shall, prior to the close of business on any Date of Processing, allocate the following amounts as set forth below:

(x)  Allocate to the Collateral Certificateholder and deposit in the Collection Account no later than the second Business Day following the Date of Processing an amount equal to the product of (A) the Floating Allocation Percentage with respect to the current Monthly Period and (B) the aggregate amount of Collections of Finance Charge Receivables on such Date of Processing; provided, however, that, with respect to each Monthly Period, such amount shall only be deposited until such time as the amount of Collections of Finance Charge Receivables allocable to Series 2005-1 on deposit in the Collection Account equals the amount of Class A Monthly Interest, Subordinated Monthly Interest, if any, Carryover Interest, if any, and, at any time that Target National Bank is not the Servicer, the Monthly Servicing Fee, in each case due on the Distribution Date in the following Monthly Period, and, if on the Distribution Date in the preceding Monthly Period the Excess Spread Percentage was less than 4% or if there were unreimbursed Investor Charge-Offs, the Specified Investor Default Amount determined for the Distribution Date in the preceding Monthly Period.

(y)  Allocate to the Collateral Certificateholder and deposit in the Collection Account no later than the second Business Day following the Date of Processing an amount equal to the sum of (I) the Percentage Allocation and (II) at the option of the Transferor, the product of (x) the aggregate amount of Shared Transferor Principal Collections for such Date of Processing and (y) a fraction, the numerator of which is the excess of the Class A Controlled Deposit Amount for the Distribution Date in the following Monthly Period over the amount on deposit in the Collection Account with respect to principal for the benefit of Series 2005-1 for payment or deposit to the Principal Funding Account on the Distribution Date in the following Monthly Period and the denominator of which is the equivalent amount for all Series for such date; provided, however, that with respect to each Monthly Period, such amount shall only be deposited in the Collection Account until such time as the amount deposited in the Collection Account with respect to principal for the benefit of Series 2005-1 equals the sum of (i) (A) during each Monthly Period prior to the Monthly Period in which the Class A Notes are paid in full, the lesser of the Class A Controlled Deposit Amount for the Distribution Date in the following Monthly Period and the Adjusted Invested Amount on the applicable date of deposit, and (B) during each Monthly Period beginning with the Monthly Period in which the Class A Notes are paid in full, the Subordinated Amount on the applicable date of deposit, and (ii) the lesser of (1) the amount by which (A) the sum of the Class A Monthly Interest, the Class A Carryover Interest, the Monthly Servicing Fee, if Target National Bank is not the Servicer, and, if on the Distribution Date in the preceding Monthly Period the Excess Spread Percentage was less than 4% or if there were unreimbursed Investor Charge-Offs, the Senior Percentage of the Specified Investor Default Amount determined for the Distribution Date in the preceding

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Monthly Period, is greater than (B) the amount of Collections of Finance Charge Receivables deposited in the Collection Account on that Date of Processing and on each preceding Date of Processing in that Monthly Period pursuant to subsection 4.2(b)(ii)(x), and (2) the Subordinated Amount.

Collections of Principal Receivables allocable to Series 2005-1 will only be retained or deposited in the Collection Account in excess of:  (I) during each Monthly Period prior to the Monthly Period in which the Class A Notes are paid in full, the lesser of the Class A Controlled Deposit Amount and the Adjusted Invested Amount, and (II) during each Monthly Period beginning with the Monthly Period in which the Class A Notes are paid in full, the Subordinated Amount, to the extent that the Collections of Principal Receivables and Collections of Finance Charge Receivables retained in the Collection Account pursuant to subsection 4.2(b)(ii)(x) and this subsection 4.2(b)(ii)(y) do not exceed the sum of the Class A Monthly Interest, the Class A Carryover Interest, the Monthly Servicing Fee, if Target National Bank is not the Servicer, and the Senior Percentage of the Specified Investor Default Amount determined for the Distribution Date in the preceding Monthly Period if the conditions requiring that deposit exist.  The excess of the amount of Collections of Principal Receivables on deposit in the Collection Account over the amount required to be retained in the Collection Account and the remainder of the Principal Allocation Percentage of the amount of Collections of Principal Receivables on that Date of Processing, first, if any other Principal Sharing Series is outstanding and in its Amortization Period, shall be deposited in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the Distribution Date in the following Monthly Period and, second, shall not be treated as a Percentage Allocation and shall be paid to the Holder of the Transferor Certificate only if on such Date of Processing the Transferor Amount (excluding the interest represented by any Supplemental Certificate) on such Date of Processing is greater than the Required Retained Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account; provided that such amounts will be paid to the Holder of the Transferor Certificate subject to the obligation of the Transferor to make an amount equal to the Reallocated Principal Collections for each Monthly Period available on the Distribution Date in the following Monthly Period for application in accordance with Section 4.9.

(iii)Daily Allocations During the Early Amortization Period.  During the Early Amortization Period, if the conditions specified in the last sentence of subsection 4.3(a) of the Agreement are not satisfied, the Servicer shall, prior to the close of business on any Date of Processing, allocate the following amounts as set forth below:

(x)  Allocate to the Collateral Certificateholder and deposit in the Collection Account no later than the second Business Day following the Date of Processing an amount equal to the product of (A) the Floating Allocation

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Percentage with respect to the current Monthly Period and (B) the aggregate amount of Collections of Finance Charge Receivables on such Date of Processing.

(y)  Allocate to the Collateral Certificateholder and deposit in the Collection Account no later than the second Business Day following the Date of Processing an amount equal to the Percentage Allocation; provided, however, that after the date on which an amount of such Collections equal to the Invested Amount has been deposited into the Collection Account and allocated to the Collateral Certificateholder, any excess of the amount determined in accordance with this subparagraph (y) first, if any other Principal Sharing Series is outstanding and in its Amortization Period, shall be deposited in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the Distribution Date in the following Monthly Period and, second, shall be paid to the Holder of the Transferor Certificate only if on such Date of Processing the Transferor Amount (excluding the interest represented by any Supplemental Certificate) is greater than the Required Retained Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

(iv)Monthly Allocations.  At all times, the Servicer shall, prior to the close of business on any Transfer Date, allocate to the Collateral Certificateholder and deposit in the Collection Account an amount equal to the sum of (I) (A) the lesser of (1) the sum of (a) the product of (x) the Floating Allocation Percentage with respect to the preceding Monthly Period and (y) the aggregate amount of Collections of Finance Charge Receivables for the preceding Monthly Period, (b) the amount of Excess Finance Charge Collections allocated to Series 2005-1 for the preceding Monthly Period and (c) the amount of Excess Transferor Finance Charge Collections allocated to Series 2005-1 for the preceding Monthly Period and (2) the aggregate of (a) the amounts described pursuant to subclause (y) of each of clauses (i) through (v) and (vii) of subsection 4.6(a) with respect to the related Distribution Date and (b) the amount described in subsection 4.6(a)(vi) with respect to the related Distribution Date, less (B) the daily amounts deposited in the Collection Account during the preceding Monthly Period pursuant to subsections 4.2(b)(i)(x), 4.2(b)(ii)(x) and 4.2(b)(iii)(x) with respect to the Revolving Period, the Accumulation Period and the Early Amortization Period, respectively, if any, (II) (A) the lesser of (1) the product of (a) the Principal Allocation Percentage with respect to the preceding Monthly Period and (b) the aggregate amount of Collections of Principal Receivables for the preceding Monthly Period and (2) (w) for each Monthly Period during the Revolving Period, zero, (x) for each Monthly Period during the Accumulation Period prior to the Monthly Period in which the Class A Notes are paid in full, the lesser of the Class A Controlled Deposit Amount and the Adjusted Invested Amount, (y) for each Monthly Period during the Accumulation Periodbeginning with the Monthly Period in which the Class A Notes are paid in full, the Subordinated Amount, and (z) for each Monthly Period during the Early Amortization Period, the Invested Amount, less (B) the daily amounts deposited in the Collection Account during the preceding Monthly Period pursuant to

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subsections 4.2(b)(i)(y), 4.2(b)(ii)(y) and 4.2(b)(iii)(y) with respect to the Revolving Period, the Accumulation Period and the Early Amortization Period, respectively, if any, (III) the excess of the amount of Reallocated Principal Collections over the amount retained in the Collection Account pursuant to subsections 4.2(b)(i)(y) and 4.2(b)(ii)(y) with respect to the Revolving Period and the Accumulation Period, respectively, (IV) an amount equal to the pro rata portion of Finance Charge Shortfalls, if any, for Group I allocated to Series 2005-1 pursuant to Section 4.5 of the Agreement, not to exceed Excess Finance Charge Collections pursuant to subsection 4.6(a)(viii) available on the related Distribution Date, (V) an amount equal to (A) the amount of Shared Principal Collections to be applied for the benefit of other Principal Sharing Series pursuant to Section 4.4 of the Agreement from amounts that were originally allocated to Series 2005-1, not to exceed (a) during the Revolving Period, the Principal Allocation Percentage of Collections of Principal Receivables for the preceding Monthly Period or (b) during the Accumulation Period and the Early Amortization Period, the Principal Allocation Percentage of Collections of Principal Receivables for the preceding Monthly Period less the amount thereof applied to pay Series 2005-1 Principal on the related Distribution Date, less (B) the daily amounts deposited in the Collection Account during the preceding Monthly Period pursuant to subsections 4.2(b)(i), 4.2(b)(ii) and 4.2(b)(iii) with respect to the Revolving Period, the Accumulation Period and the Early Amortization Period, respectively, if any, and (VI) at the option of the Transferor, the amount of Shared Transferor Principal Collections to be applied to make payments of Series 2005-1 Principal on the related Distribution Date, less the daily amounts deposited in the Collection Account during the preceding Monthly Period pursuant to subsection 4.2(b)(ii)(y) with respect to the Accumulation Period, if any.

Notwithstanding the foregoing or any other provision of this Series Supplement, in accordance with subsection 4.3(c) of the Agreement and subsection 5.1(e), the Servicer need not deposit in the Collection Account any amounts payable to Target Receivables Corporation, in any capacity, pursuant to this Series Supplement or the Indenture.

(c)The allocations to be made pursuant to this Section 4.2 also apply to deposits into the Collection Account that are treated as Collections (including adjustment payments made in accordance with Section 3.9 of the Agreement), payment of the reassignment price pursuant to subsection 2.5(b) of the Agreement and proceeds from the sale, disposition or liquidation of the Receivables pursuant to Section 2.6, 10.1, or 12.2 of the Agreement and Section 8.1.  Such deposits to be treated as Collections will be allocated as Finance Charge Receivables or Principal Receivables as provided in the Agreement.

(d)Notwithstanding anything herein or in the Agreement, the Supplement for any other Series or any Enhancement Agreement for any Series to the contrary, amounts designated to be applied as Excess Transferor Finance Charge Collections, including amounts so designated pursuant to subsection 4.6(a)(viii) and all amounts designated to be paid to the Transferor or any Holder of a Transferor Certificate in such documents, other than amounts allocated to be paid to the holder of any Supplemental Certificate, instead, to the extent

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that such amounts are derived from Collections of Finance Charge Receivables and other amounts applied like Collections of Finance Charge Receivables, including any amounts constituting Excess Finance Charge Collections remaining after application thereof to all Series but prior to payment thereof to the Transferor, shall be deemed to be “Excess Transferor Finance Charge Collections.”  Excess Transferor Finance Charge Collections shall be used to cover Principal Funding Investment Shortfalls, if any, and, if the Transferor elects to do so, applied with respect to the Required Amount, if any, and will be deposited in the Collection Account on each Transfer Date to be applied as Available Series 2005-1 Finance Charge Collections pursuant to subsection 4.7(b).  The sum of (x) any Excess Transferor Finance Charge Collections remaining after application thereof to each Series designated to be entitled thereto, and (y) Collections of Principal Receivables and other amounts treated like Collections of Principal Receivables, for any Monthly Period (A) allocated to the Transferor’s Interest remaining after payments to the holders of any Supplemental Certificate and (B) initially allocated to any Series and not applied to make principal deposits or payments for such Series or reallocated as Shared Principal Collections to make principal deposits or payments for any other Series, shall be deemed to be “Shared Transferor Principal Collections” and available for payments to Series 2005-1 at the option of the Transferor.  On or prior to the July 2009 Distribution Date, the Transferor shall notify the Servicer and the Trustee in writing whether the Transferor elects to make Shared Transferor Principal Collections available to Series 2005-1 during the Accumulation Period.  If the Transferor elects to make Shared Transferor Principal Collections available to fund Series 2005-1 Principal during the Accumulation Period, those amounts allocated to the Collateral Certificate pursuant to subsection 4.5(b) shall be applied to cover any Principal Shortfalls not covered by Shared Principal Collections allocated to the Collateral Certificate pursuant to subsection 4.5(a) during the Accumulation Period.  In addition, at the option of the Transferor, Shared Transferor Principal Collections may be applied for the benefit of Series 2005-1 pursuant to subsection 4.5(b) during the Early Amortization Period to cover any Principal Shortfalls not covered by Shared Principal Collections allocated to the Collateral Certificate pursuant to subsection 4.5(a).

Section 4.3Determination of Monthly Interest.

(a)On the Determination Date preceding each Distribution Date, the Servicer shall determine an amount of monthly interest (the “Class A Monthly Interest”) with respect to such Distribution Date equal to the product of (i) the Class A Interest Rate for the related Interest Accrual Period, (ii) the outstanding principal balance of the Class A Notes at the end of the last day of the preceding Monthly Period, 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; provided, however, that with respect to the first Distribution Date after the Closing Date the Class A Monthly Interest shall be an amount equal to $         .

On the Determination Date preceding each Distribution Date, the Servicer shall determine an amount (the “Class A Monthly Interest Shortfall”) equal to the excess, if any, of (x) the Class A Monthly Interest for the Interest Accrual Period applicable to such Distribution Date over (y) the amount available to be paid to the Collateral Certificateholder in respect of interest on such Distribution Date.  If there is a Class A Monthly Interest Shortfall with respect to any Distribution Date, an additional amount (“Class A Additional Interest”) shall be payable as provided herein with respect to the Collateral Certificate on each Distribution Date

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following such Distribution Date, to and including the Distribution Date on which such Class A Monthly Interest Shortfall is paid to the Collateral Certificateholder, equal to the product of (i) the Class A Interest Rate plus 2% per annum, (ii) such Class A Monthly Interest Shortfall remaining unpaid, 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.  Notwithstanding anything to the contrary herein, Class A Additional Interest shall be payable or distributed to Collateral Certificateholder only to the extent permitted by applicable law.

(b)On the Determination Date preceding each Distribution Date, the Servicer shall determine an amount of monthly interest (the “Subordinated Monthly Interest”) with respect to such Distribution Date equal to the product of (i) the Subordinated Interest Rate for the related Interest Accrual Period, (ii) the outstanding principal balance of the Subordinated Interests at the end of the last day of the preceding Monthly Period, 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.  The Subordinated Interest Rate shall initially be 0%, but may be increased in accordance with the provisions of the Indenture.

On the Determination Date preceding each Distribution Date, the Servicer shall determine an amount (the “Subordinated Monthly Interest Shortfall”) equal to the excess, if any, of (x) the Subordinated Monthly Interest for the Interest Accrual Period applicable to such Distribution Date over (y) the amount available to be paid to the Collateral Certificateholder in respect of such Subordinated Monthly Interest on such Distribution Date.  If there is a Subordinated Monthly Interest Shortfall with respect to any Distribution Date, an additional amount (“Subordinated Additional Interest”) shall be payable as provided herein with respect to the Collateral Certificate on each Distribution Date following such Distribution Date, to and including the Distribution Date on which such Subordinated Monthly Interest Shortfall is paid to Collateral Certificateholder, equal to the product of (i) the Subordinated Interest Rate plus 2% per annum, (ii) such Subordinated Monthly Interest Shortfall remaining unpaid, 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.  Notwithstanding anything to the contrary herein, Subordinated Additional Interest shall be payable or distributed to the Collateral Certificateholder only to the extent permitted by applicable law.

Section 4.4Determination of Principal Amounts.  The amount of principal (the “Series 2005-1 Principal”) distributable from the Collection Account with respect to the Collateral Certificate on each Distribution Date with respect to the Amortization Period shall be equal to an amount calculated as follows:  the sum of (a) the Available Series 2005-1 Principal Collections with respect to such Distribution Date, (b) any amount on deposit in the Special Funding Account that is distributable to the Collateral Certificateholder pursuant to subsection 4.6(d) with respect to the preceding Monthly Period, (c) the amount of Shared Principal Collections allocated to Series 2005-1 with respect to the preceding Monthly Period pursuant to Section 4.4 of the Agreement and (d) at the option of the Transferor, the amount of Shared Transferor Principal Collections allocated to Series 2005-1 with respect to the preceding Monthly Period pursuant to subsection 4.5(b); provided, however, that (a) with respect to any Distribution Date during the Accumulation Period prior to the Class A Expected Final Payment Date, Series 2005-1 Principal may not exceed the Class A Controlled Deposit Amount for such

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Distribution Date and (b) with respect to any Distribution Date, Series 2005-1 Principal may not exceed the Adjusted Invested Amount.

Section 4.5Shared Principal Collections and Shared Transferor Principal Collections.

(a)Shared Principal Collections allocated to the Collateral Certificate and to be applied pursuant to clause (c) of Section 4.4 for any Distribution Date with respect to the Amortization Period shall mean an amount equal to the product of (x) Shared Principal Collections for all Principal Sharing Series for such date and (y) a fraction, the numerator of which is the Principal Shortfall for the Collateral Certificate for such date and the denominator of which is the aggregate amount of Principal Shortfalls for all Principal Sharing Series for such date.  For any Distribution Date with respect to the Revolving Period, Shared Principal Collections allocated to the Collateral Certificate shall be zero.

(b)If the Transferor elects to make Shared Transferor Principal Collections available, Shared Transferor Principal Collections allocated to the Collateral Certificate and to be applied pursuant to clause (d) of Section 4.4 for any Distribution Date with respect to the Amortization Period shall mean an amount equal to the product of (x) the aggregate amount of Shared Transferor Principal Collections for such date and (y) a fraction, the numerator of which is the Principal Shortfall for the Collateral Certificate for such date and the denominator of which is the aggregate amount of Principal Shortfalls for all Series for such date.  For any Distribution Date with respect to the Revolving Period, Shared Transferor Principal Collections allocated to the Collateral Certificate shall be zero.

Section 4.6Application of Funds on Deposit in the Collection Account Allocable to the Collateral Certificate.

(a)On each Distribution Date, the Servicer shall instruct the Trustee to withdraw, and the Trustee, acting in accordance with such instructions set forth in the Monthly Report, substantially in the form of Exhibit B, shall withdraw from the Collection Account, or retain therein, as applicable, to the extent of the sum of (w) the Floating Allocation Percentage of Collections of Finance Charge Receivables collected during the preceding Monthly Period plus (x) any Principal Funding Investment Proceeds deposited in the Collection Account pursuant to subsection 4.11(c) and any investment earnings on amounts on deposit in the Reserve Account deposited in the Collection Account pursuant to subsection 4.13(b) plus (y) the Reserve Draw Amount, if any, deposited into the Collection Account pursuant to subsection 4.13(d) plus (z) the amount of Excess Transferor Finance Charge Collections applied to cover Principal Funding Investment Shortfalls, if any (such sum, the “Available Series 2005-1 Finance Charge Collections”), the following amounts, and apply such amounts as follows and in the following priority:

(i)Class A Monthly Interest.  An amount equal to the lesser of (x) the Available Series 2005-1 Finance Charge Collections for such date and (y) the sum of Class A Monthly Interest and Class A Carryover Interest shall be paid to the Collateral Certificateholder in accordance with Section 5.1.

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(ii)Servicing Fee.  An amount equal to the lesser of (x) any Available Series 2005-1 Finance Charge Collections remaining after giving effect to the withdrawal pursuant to subsection 4.6(a)(i) and (y) the Monthly Servicing Fee for such Monthly Period shall be paid to the Servicer.

(iii)Investor Defaulted Amount.  An amount equal to the lesser of (x) any Available Series 2005-1 Finance Charge Collections remaining after giving effect to the withdrawals pursuant to subsections 4.6(a)(i) and (ii) and (y) the aggregate Investor Defaulted Amount for such Distribution Date, shall be treated as Available Series 2005-1 Principal Collections.

(iv)Reimbursement of Investor Charge-Offs.  An amount equal to the lesser of (x) any Available Series 2005-1 Finance Charge Collections remaining after giving effect to the withdrawals pursuant to subsections 4.6(a)(i) through (iii) and (y) the amount by which the aggregate amount of Investor Charge-Offs for all prior Distribution Dates exceeds the aggregate amount previously applied pursuant to this subsection 4.6(a)(iv) and, with respect to this subsection, pursuant to subsection 4.7(a) on prior Distribution Dates, if any, will be applied to reinstate prior reductions of the Invested Amount, and shall be treated as Available Series 2005-1 Principal Collections.

(v)Subordinated Monthly Interest.  An amount equal to the lesser of (x) any Available Series 2005-1 Finance Charge Collections remaining after giving effect to the withdrawals pursuant to subsections 4.6(a)(i) through (iv) and (y) the sum of the Subordinated Monthly Interest and Subordinated Carryover Interest, if any, shall be paid to the Collateral Certificateholder in accordance with Section 5.1.

(vi)Reserve Account.  On each Distribution Date from and after the Reserve Account Funding Date, if such date is designated by the Transferor at its option, but prior to the date of termination of the Reserve Account as described in subsection 4.13(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account.

(vii)Additional Amounts.  An amount equal to the lesser of (x) any Available Series 2005-1 Finance Charge Collections remaining after giving effect to the withdrawals pursuant to subsections 4.6(a)(i) through (vi) and (y) any amounts specified to be paid pursuant to the Indenture or any supplement thereto to the extent not previously paid pursuant to the preceding subsections shall be paid to the Collateral Certificateholder in accordance with Section 5.1.

(viii)Excess Finance Charge Collections.  Any Available Series 2005-1 Finance Charge Collections after giving effect to the withdrawals pursuant to subsections 4.6(a)(i) through (vii) shall be treated as Excess Finance Charge Collections, and the Servicer shall direct the Trustee in writing on each Distribution Date to withdraw such amounts from the Collection Account and to

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first make such amounts available to pay to Certificateholders of other Series in Group I to the extent of shortfalls, if any, in amounts payable to such Certificateholders from Collections of Finance Charge Receivables allocated to such other Series in Group I, and then to pay any unpaid expenses or liabilities of the Trust, then to treat the remaining amount as Excess Transferor Finance Charge Collections if there are shortfalls or other amounts with respect to any Series payable from Excess Transferor Finance Charge Collections or Shared Transferor Principal Collections for such Distribution Date, or, if there are no such shortfalls or other amounts, then to pay such remaining amount to the Collateral Certificateholder in accordance with Section 5.1.

(b)For each Distribution Date with respect to the Revolving Period, the Available Series 2005-1 Principal Collections will be treated as Shared Principal Collections and applied, for such Distribution Date, as provided in Section 4.4 of the Agreement; provided, however, that if the Invested Amount is reduced in accordance with subsection 7.3(a), the amount specified above may be distributed to the Collateral Certificateholder in an amount not to exceed such reduction.

(c)For each Distribution Date on and after the Amortization Period Commencement Date, the Trustee, acting pursuant to the Servicer’s instructions, will distribute the amount of funds on deposit in the Collection Account available for payment of principal to the Collateral Certificateholder in accordance with Section 4.4 in the following priority:

(i)an amount equal to Series 2005-1 Principal, (x) with respect to the Accumulation Period, on or prior to the Class A Expected Final Payment Date, to the Principal Funding Account for payment to the Collateral Certificateholder on the earlier of the Class A Expected Final Payment Date and, if an Early Amortization Commencement Date occurs prior to the Class A Expected Final Payment Date, the first Special Payment Date and after the Class A Expected Final Payment Date to the Collateral Certificateholder or (y) with respect to the Early Amortization Period, to the Collateral Certificateholder; and

(ii)an amount equal to the excess, if any, of (A) the sum of the amounts described in Section 4.4 over (B) the Series 2005-1 Principal will be treated as Shared Principal Collections and applied as provided in Section 4.4 of the Agreement.

(d)On each Distribution Date during the Amortization Period, funds on deposit in the Special Funding Account and distributable to Series 2005-1 as provided in Section 4.2 of the Agreement will be deposited in the Collection Account and allocated to the Collateral Certificateholder in an amount equal to the lesser of the Principal Shortfalls and the amount allocated with respect thereto pursuant to Section 4.2 of the Agreement; provided, however, such amount shall not exceed the Series 2005-1 Principal after subtracting therefrom any amounts to be deposited in the Collection Account with respect thereto pursuant to Section 4.4; and provided, further that during the Accumulation Period on or prior to the Class A Expected Final Payment Date such amount shall be deposited in the Principal Funding Account.

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Section 4.7Excess Finance Charge Collections; Excess Transferor Finance Charge Collections.

(a)To the extent that on any Distribution Date payments are being made pursuant to any of subsections 4.6(a)(i) through (vii) and the full amount to be paid pursuant to any such subsection on such Distribution Date is not paid in full on such Distribution Date, the Servicer shall apply all or a portion of the Excess Finance Charge Collections from other Series with respect to such Distribution Date allocable to the Collateral Certificate in an amount equal to the excess of the full amount to be allocated or paid pursuant to the applicable subsection over the amount applied with respect thereto from Available Series 2005-1 Finance Charge Collections on such Distribution Date (the “Available Finance Charge Collections Shortfall Amount”).  Excess Finance Charge Collections allocated to the Collateral Certificate for any Distribution Date shall mean an amount equal to the product of (x) Excess Finance Charge Collections available from all other Series in Group I for such Distribution Date and (y) a fraction, the numerator of which is the Available Finance Charge Collections Shortfall Amount for such Distribution Date and the denominator of which is the aggregate amount of shortfalls in available Collections of Finance Charge Receivables for all Series in Group I for such Distribution Date.

(b)On each Transfer Date with respect to the Accumulation Period on which Excess Transferor Finance Charge Collections, to the extent available as described below, are deposited to the Collection Account, the Servicer shall apply all or a portion of such Excess Transferor Finance Charge Collections as Available Series 2005-1 Finance Charge Collections with respect to the related Distribution Date in an amount equal to the Principal Funding Investment Shortfall, if any.  In addition, if on any Distribution Date, the Required Amount is greater than zero, the Transferor may elect, by notifying the Servicer and the Trustee in writing on or prior to such Distribution Date, to apply Excess Transferor Finance Charge Collections with respect to the Required Amount.  Excess Transferor Finance Charge Collections allocated to the Collateral Certificate for any Distribution Date shall mean an amount equal to the product of (x) Excess Transferor Finance Charge Collections available for such Distribution Date and (y) a fraction, the numerator of which is equal to the sum of (i) the Principal Funding Investment Shortfall, if any, for the related Interest Accrual Period and (ii) if the Transferor has elected to apply Excess Transferor Finance Charge Collections with respect to the Required Amount, the amount of Excess Transferor Finance Charge Collections the Transferor has elected to apply, and the denominator of which is the aggregate amount of shortfalls for such Distribution Date in amounts for all Series which are designated pursuant to the applicable Supplement for such Series to be entitled to share Excess Transferor Finance Charge Collections.

Section 4.8Investor Defaulted Amount.

If, on any Distribution Date, (a) the aggregate Investor Defaulted Amount for the preceding Monthly Period exceeds (x) the Available Series 2005-1 Finance Charge Collections applied to the payment thereof pursuant to subsection 4.6(a)(iii) plus (y) the amount of Excess Finance Charge Collections allocated thereto pursuant to subsection 4.7(a), or (b) the Transferor Amount has been reduced to zero and the Transferor fails to make an Adjustment Payment, if any, required to be made by the Transferor on such Distribution Date, the Invested Amount shall be reduced by the sum of (i) the amount by which the aggregate Investor Defaulted Amount

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exceeds the amount applied with respect thereto during such preceding Monthly Period and (ii) the Series 2005-1 Allocation Percentage of unpaid Adjustment Payments required to be made by the Transferor when the Transferor Amount has been reduced to zero on such Distribution Date, and the amount of such reduction shall be an Investor Charge-Off.

Section 4.9Reallocated Principal Collections for the Collateral Certificate.

On each Distribution Date, if, pursuant to subsection 4.7(b), the Transferor does not elect to apply Excess Transferor Finance Charge Collections to the Required Amount, if any, or the amount of Excess Transferor Finance Charge Collections applied is insufficient to cover the Required Amount, the Servicer will apply or cause the Trustee to apply from amounts on deposit in the Collection Account an amount (the “Reallocated Principal Collections”) equal to the least of (i) the Subordinated Amount, (ii) the Principal Allocation Percentage of Collections of Principal Receivables collected during the preceding Monthly Period and (iii) the Required Amount for such Distribution Date minus the amount, if any, applied pursuant to subsection 4.7(b) to the components of the Required Amount in the same priority as amounts are applied to such components from Available Series 2005-1 Finance Charge Collections pursuant to subsection 4.6(a).  On each Distribution Date, the Invested Amount shall be reduced by the amount of Reallocated Principal Collections, if any, and the amount of such reduction shall be an Investor Charge-Off.

Section 4.10Collateral Certificate Additional Amount.

(a)During the Revolving Period, the Transferor may, at its discretion and subject to the terms of subsection 4.10(b), request the Trustee to increase the outstanding principal amount of the Collateral Certificate by an amount (the “Collateral Certificate Additional Amount”) and on a date (the “Collateral Certificate Addition Date”) determined by the Transferor.  Upon issuance, the Collateral Certificate Additional Amount shall be equally and ratably entitled to the benefits of this Series Supplement and the Agreement.  As a result of such issuance, the Invested Amount shall be increased by a corresponding amount and all the calculations required pursuant to this Series Supplement shall, from and after the Collateral Certificate Addition Date, be computed using such increased Invested Amount.

(b)The Invested Amount shall only be increased pursuant to subsection 4.10(a) upon satisfaction of all of the following conditions:

(i)on or before the fifth Business Day immediately preceding the Collateral Certificate Addition Date, the Transferor shall give notice to the Trustee, the Servicer and each Rating Agency of such issuance and the date upon which it is to occur;

(ii)after giving effect to the Collateral Certificate Additional Amount, the total amount of Principal Receivables in the Trust shall be greater than or equal to the Required Principal Balance;

(iii)on or before the Collateral Certificate Addition Date, the Rating Agency Condition shall have been satisfied;

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(iv)the Transferor shall have delivered to the Trustee an Officer’s Certificate dated as of the Collateral Certificate Addition Date, stating that the Transferor reasonably believes that the increase of the Invested Amount will not have a material adverse effect on the Collateral Certificate; however, a dilution of voting rights shall not constitute a material adverse effect for the purposes of this Section 4.10;

(v)no Series 2005-1 Early Amortization Event or Early Amortization Event shall have occurred, or been deemed to have occurred, and be continuing as of the date of the Collateral Certificate Addition Date and the increase in the outstanding principal amount and the Invested Amount of the Collateral Certificate shall not result in the occurrence (or deemed occurrence) of a Series 2005-1 Early Amortization Event or an Early Amortization Event;

(vi)the Class A Controlled Accumulation Amount shall have been increased to reflect any increase in the aggregate outstanding principal amount of the Class A Notes to be effected by the issuance of Additional Class A Notes under the Indenture;

(vii)as of the Collateral Certificate Addition Date, the amount of unreimbursed Investor Charge-Offs shall be zero;

(viii)after giving effect to the increase of the Invested Amount, the Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall be greater than the Required Retained Transferor Amount (after giving effect to all Receivables transferred to the Trust on such day); and

(ix)the Transferor shall have delivered to the Trustee a Tax Opinion with respect to such issuance.

Section 4.11Establishment of the Principal Funding Account for the Collateral Certificate.

(a)The Trustee, for the benefit of the Collateral Certificateholder, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Collateral Certificateholder (the “Principal Funding Account”).  The Principal Funding Account shall initially be established with the Trustee.  The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof for the benefit of the Collateral Certificateholder.  For purposes of the definition of “Required Retained Transferor Amount” in Section 1.1 of the Agreement the Principal Funding Account shall be an account specified in clause (i)(b) of the definition thereof.  Except as provided in subsection 4.11(d), the Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Collateral Certificateholder.  If, at any time, the Principal Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days establish a new Principal Funding

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Account meeting the conditions specified above, transfer any cash and/or any investments to such new Principal Funding Account and from the date such new Principal Funding Account is established, it shall be, for the Collateral Certificate, the “Principal Funding Account.”

(b)Funds on deposit in the Principal Funding Account prior to the Class A Expected Final Payment Date shall be invested until the following Distribution Date at the direction of the Transferor by the Trustee in Eligible Investments.  Any such investment shall (i) convert or be convertible into cash so that such funds shall be made available for withdrawal on or prior to each Distribution Date and (ii) be held until maturity.  Any request to the Trustee from the Transferor to invest funds on deposit in the Principal Funding Account shall be in writing and shall certify that the requested investment is an Eligible Investment.

(c)On each Distribution Date with respect to the Accumulation Period and the first Special Payment Date, the Servicer shall instruct the Trustee to withdraw from the Principal Funding Account and deposit in the Collection Account the Principal Funding Investment Proceeds for such Distribution Date or Special Payment Date.  Principal Funding Investment Proceeds shall not be considered to be principal amounts on deposit in the Principal Funding Account for purposes hereof, and shall be treated as Available Series 2005-1 Finance Charge Collections with respect to each Monthly Period.

(d)Pursuant to the authority granted to the Servicer in subsection 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Principal Funding Account for the purposes of carrying out the Servicer’s or the Trustee’s duties hereunder.  Pursuant to the authority granted to the Paying Agent in Section 6.7 of the Agreement and Section 5.1, the Paying Agent shall have the power, revocable by the Trustee, to withdraw funds from the Principal Funding Account for the purpose of making distributions to the Certificateholders.

Section 4.12Accumulation Period.

The Accumulation Period is scheduled to commence on the Accumulation Date; provided, however, that if the Accumulation Period Length (determined as described below) on any Determination Date is less than 12 months, upon written notice to the Trustee, the Transferor and each Rating Agency, the Servicer, at its option, may elect to modify the date on which the Accumulation Period actually commences to the first day of the month that is a number of months prior to the month in which the Class A Expected Final Payment Date occurs at least equal to the Accumulation Period Length (so that, as a result of such election, the number of Monthly Periods in the Accumulation Period will at least equal the Accumulation Period Length); provided, however, that (i) the Accumulation Period Length will not be less than one month; (ii) such determination of the Accumulation Period Length shall be made on the third Business Day before each Distribution Date beginning in July 2009 but prior to the commencement of the Accumulation Period, and any election to shorten the Accumulation Period shall be subject to the subsequent lengthening of the Accumulation Period to the Accumulation Period Length determined on any subsequent Determination Date, but the Accumulation Period shall in no event commence prior to the Accumulation Date; and (iii) notwithstanding any other provision of this Series Supplement to the contrary, no election to

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postpone the commencement of the Accumulation Period shall be made after the commencement of an Early Amortization Period (as defined in the related Supplement) for any other Series.  The “Accumulation Period Length” will mean a number of months such that the amount available for distribution of principal on the Collateral Certificate on the Class A Expected Final Payment Date is expected to equal or exceed the outstanding principal amount of the Class A Notes, assuming for this purpose that (1) the payment rate with respect to Collections of Principal Receivables remains constant at the lowest level of such payment rate during the 12 preceding Monthly Periods (or such lower payment rate as the Servicer may select), (2) the total amount of Principal Receivables in the Trust (and the principal amount on deposit in the Special Funding Account, if any) remains constant at the level on such date of determination, (3) no Early Amortization Event with respect to any Series will subsequently occur and (4) no additional Series (other than any Series being issued on such date of determination) will be subsequently issued.  The Servicer shall determine the Accumulation Period Length on the basis of the monthly Collections of Principal Receivables expected to be allocated to all Principal Sharing Series during the Accumulation Period for Series 2005-1, and the amount of Collections of Principal Receivables expected to be distributable to Holders of other Principal Sharing Series that are expected to be in their Accumulation Period or Amortization Period during the Accumulation Period for Series 2005-1.  Any notice by the Servicer electing to modify the commencement of the Accumulation Period pursuant to this Section 4.12 shall specify (i) the most recently determined Accumulation Period Length, (ii) the commencement date of the Accumulation Period and (iii) the Class A Controlled Accumulation Amount with respect to each Monthly Period during the Accumulation Period.

In addition, prior to the Servicer making its initial determination of the Accumulation Period Length, the Transferor shall determine whether or not it shall utilize Shared Transferor Principal Collections to fund the Principal Funding Account.  If, at its option, the Transferor elects to utilize Shared Transferor Principal Collections to fund the Principal Funding Account, such determination shall be irrevocable and the Servicer shall include Shared Transferor Principal Collections expected to be available for Series 2005-1 in its determination of the Accumulation Period Length.

Section 4.13Reserve Account.

(a)Upon designation by the Transferor of a Reserve Account Funding Date, the Trustee shall establish and maintain with an Eligible Institution, in the name of the Trustee, on behalf of the Trust, for the benefit of the Collateral Certificateholder, a segregated trust account with the corporate trust department of such Eligible Institution (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Collateral Certificateholder.  The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Reserve Account and in all proceeds thereof.  The Reserve Account shall be under the sole dominion and control of the Trustee for the benefit of the Collateral Certificateholder.  If at any time the institution holding the Reserve Account ceases to be an Eligible Institution the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with an Eligible Institution, and shall transfer any cash or any investments to such new Reserve Account.  The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Reserve

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Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Distribution Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.6(a)(vi).

(b)Funds on deposit in the Reserve Account shall be invested by the Transferor (or, at the direction of the Transferor, by the Servicer or the Trustee on behalf of the Transferor) in Eligible Investments.  Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will convert or be convertible into cash so that such funds will be available for withdrawal on or prior to the following Transfer Date.  The Trustee shall maintain for the benefit of the Collateral Certificateholder possession of the negotiable instruments or certificated securities, if any, evidencing such Eligible Investments.  No Eligible Investment shall be disposed of prior to its maturity.  On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount and the balance, if any, shall be deposited into the Collection Account for application as Available Series 2005-1 Finance Charge Collections on the following Distribution Date.  For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit.

(c)On each Transfer Date with respect to the Accumulation Period prior to the Class A Expected Final Payment Date and the first Transfer Date with respect to the Early Amortization Period, the Servicer shall calculate the “Reserve Draw Amount” which shall be equal to the Principal Funding Investment Shortfall with respect to each Transfer Date with respect to the Accumulation Period or the first Transfer Date with respect to the Early Amortization Period.

(d)In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the written instructions of the Servicer), deposited into the Collection Account and included in Available Series 2005-1 Finance Charge Collections for such Transfer Date.

(e)In the event that the Reserve Account Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Reserve Account on and prior to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the written instructions of the Servicer, shall withdraw from the Reserve Account, and apply as Excess Finance Charge Collections, an amount equal to such Reserve Account Surplus.

(f)Upon the earliest to occur of (i) the first Transfer Date with respect to the Early Amortization Period and (ii) the Class A Expected Final Payment Date, the Trustee, acting in accordance with the written instructions of the Servicer, shall withdraw from the Reserve Account and apply as Available Series 2005-1 Finance Charge Collections, all amounts,

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if any, on deposit in the Reserve Account and the Reserve Account shall be deemed to have terminated for purposes of this Series Supplement.

ARTICLE V

DISTRIBUTIONS AND REPORTS TO SERIES 2005-1
CERTIFICATEHOLDER

Section 5.1Distributions.

(a)On each Distribution Date, the Paying Agent shall distribute to the Collateral Certificateholder of record on the related Record Date (other than as provided in Section 12.2 of the Agreement) the amounts that are available on such Distribution Date to make payments pursuant to subsections 4.6(a)(i), 4.6(a)(v), 4.6(a)(vii) and 4.6(a)(viii) of this Series Supplement.

(b)On each Distribution Date during the Revolving Period, on the Class A Expected Final Payment Date and each Distribution Date thereafter, and on each Distribution Date during an Early Amortization Period, the Paying Agent shall distribute to the Collateral Certificateholder of record on the related Record Date (other than as provided in Section 12.2 of the Agreement) the amounts that are available in the Principal Funding Account and the Collection Account on such date to pay principal of the Collateral Certificate pursuant to this Series Supplement up to a maximum amount on any such date equal to the Invested Amount on such date; provided that the principal amounts payable during the Revolving Period shall be limited to amounts available under subsection 4.6(b) in connection with a reduction in the Invested Amount.

(c)The distributions to be made pursuant to this Section 5.1 are subject to the provisions of Sections 2.6, 10.1 and 12.2 of the Agreement and Section 8.1.

(d)Except as provided in Section 12.2 of the Agreement with respect to a final distribution, distributions to the Collateral Certificateholder hereunder shall be made by wire transfers in immediately available funds to the account specified by such Holder; provided that if no account is so specified, such payments shall be made by check mailed to such Holder at such Collateral Certificateholder’s address appearing in the Certificate Register without presentation or surrender of any Collateral Certificate or the making of any notation thereon; provided, however, that the final payment in retirement of the Collateral Certificate will be made only upon presentation and surrender of the Collateral Certificate at the offices specified in the notice of such final distribution delivered by the Trustee pursuant to Section 12.2 of the Agreement.

(e)Notwithstanding anything in this Series Supplement to the contrary, the Paying Agent need not distribute to the Collateral Certificateholder, by deposit into the Note Distribution Account (as defined in the Indenture) or otherwise, any amounts distributable under this Section 5.1 and allocable under the Indenture to the Depositor (as defined in the Indenture), as a holder of Subordinated Interests or the owner of the beneficial interest in the Owner Trust,

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but may pay such amounts directly to the Depositor, which amounts so paid shall be deemed to have been paid to the Collateral Certificateholder as provided above.

Section 5.2Reports and Statements to Collateral Certificateholder.

(a)On each Distribution Date, the Paying Agent, on behalf of the Trustee, shall forward to each Collateral Certificateholder a statement substantially in the form of Exhibit B prepared by the Servicer.

(b)Not later than each Determination Date, the Servicer shall deliver to the Trustee, the Paying Agent and each Rating Agency (i) statements substantially in the form of Exhibit B prepared by the Servicer and (ii) a certificate of a Servicing Officer substantially in the form of Exhibit C.

(c)On or before January 31 of each calendar year, beginning with calendar year 2006, the Paying Agent, on behalf of the Trustee, shall furnish or cause to be furnished to each Person who at any time during the preceding calendar year was a Collateral Certificateholder, a statement prepared by the Servicer containing the information which is required to be contained in the statement to the Collateral Certificateholder, as set forth in paragraph (a) or (b) above, as applicable, aggregated for such calendar year or the applicable portion thereof during which such Person was a Collateral Certificateholder, together with other information as is required to be provided by an issuer of indebtedness under the Code.  Such obligation of the Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent pursuant to any requirements of the Code as from time to time in effect.

ARTICLE VI

EARLY AMORTIZATION EVENTS

Section 6.1Series 2005-1 Early Amortization Events.

If any one of the following events shall occur with respect to the Collateral Certificate:

(a)failure on the part of (i) Target National Bank duly to observe or perform in any material respect any covenants or agreements of Target National Bank set forth in the Bank Purchase Agreement, (ii) TCC duly to observe or perform in any material respect any covenants or agreements of TCC set forth in the Receivables Purchase Agreement or (iii) the Transferor (A) to make any payment or deposit required to be made by the Transferor by the terms of (I) the Agreement or (II) this Series Supplement, on or before the date occurring five Business Days after the date such payment or deposit is required to be made herein, (B) to perform in all material respects the Transferor’s covenant not to sell, pledge, assign, or transfer to any Person, or grant any impermissible lien on, any Receivable, or (C) duly to observe or perform in any material respect any covenants or agreements of the Transferor set forth in the Agreement or this Series Supplement, which failure under clause (i), (ii) or (iii) has a material adverse effect on the Collateral Certificateholder and which continues unremedied for a period of

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60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by any Collateral Certificateholder;

(b)any representation or warranty made by Target National Bank in the Bank Purchase Agreement, TCC in the Receivables Purchase Agreement or the Transferor in the Agreement or this Series Supplement (i) shall prove to have been incorrect in any material respect when made, which continues to be incorrect in any material respect 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 Transferor by the Trustee, or to the Transferor and the Trustee by any Collateral Certificateholder, and (ii) as a result of which the interests of the Collateral Certificateholder are materially and adversely affected; provided, however, that a Series 2005-1 Early Amortization Event pursuant to this subsection 6.1(b) shall not be deemed to have occurred hereunder if the Transferor has accepted designation of the related Receivable as an Ineligible Receivable during such period in accordance with the provisions of the Agreement;

(c)the average of the Portfolio Yields for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such three consecutive Monthly Periods;

(d)a failure by TCC or the Transferor to make an Addition within five Business Days after the Series 2005-1 Required Designation Date;

(e)any Servicer Default shall occur which would have a material adverse effect on the Collateral Certificateholder;

(f)the outstanding principal balance of the Class A Notes is not paid in full on the Class A Expected Final Payment Date; or

(g)an Event of Default and the acceleration of the Class A Notes pursuant to the Indenture;

then, the Trustee shall within five days publish a notice of such early amortization event and in the case of any event described in subparagraph (a), (b) or (e), after the applicable grace period, if any, set forth in such subparagraphs, the Collateral Certificateholder evidencing undivided interests aggregating more than 50% of the Invested Amount by notice then given in writing to the Trustee, the Transferor and the Servicer may declare that an early amortization event (a “Series 2005-1 Early Amortization Event”) has occurred as of the date of such notice, and in the case of any event described in subparagraphs (c), (d), (f) or (g), a Series 2005-1 Early Amortization Event shall occur without any notice or other action on the part of the Trustee or the Collateral Certificateholder immediately upon the occurrence of such event.  The Trustee shall provide to the Transferor a copy of any notice received from any Collateral Certificateholder and the Transferor shall provide to Target National Bank or TCC, as applicable, a copy of any notice received from the Trustee or any Collateral Certificateholder under subparagraphs (a) and (b) above if such notice shall relate to a covenant, agreement, representation or warranty by Target National Bank or TCC, respectively.

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ARTICLE VII

OPTIONAL TERMINATION; SERIES TERMINATION;
SALE OF SUBORDINATED INTERESTS

Section 7.1Optional Termination.

The Collateral Certificate shall be subject to repurchase by the Transferor at its option on any Distribution Date on or after the Distribution Date on which the outstanding principal amount of the Class A Notes is reduced to an amount less than or equal to 10% of the highest outstanding principal amount of the Class A Notes at any time.  The deposit to the Collection Account required in connection with any such repurchase and final distribution shall be equal to the outstanding principal balance of the Collateral Certificate plus any accrued and unpaid interest payable to the Collateral Certificateholder for further payment to Noteholders through the day prior to the Distribution Date on which the repurchase occurs determined as set forth in subsections 4.6(a)(i) and 4.6(a)(v).

Section 7.2Series 2005-1 Termination.

(a)If, on the second Distribution Date prior to the Legal Maturity Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within 45 days, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in the amount specified in subsection 12.2(c) of the Agreement.  Such bids shall require that such sale shall (subject to subsection 7.2(b)) occur on the Legal Maturity Date.  The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process.

(b)The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Legal Maturity Date to the bidder who made the highest cash purchase offer.  The proceeds of any such sale shall be treated as Collections on the Receivables and deposited in the Collection Account to be allocated to the Collateral Certificateholder pursuant to the Agreement and this Series Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables.  During the period from the second Distribution Date prior to the Legal Maturity Date to the Legal Maturity Date, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and this Series Supplement.

Section 7.3Special Reduction of the Invested Amount.

(a)The Invested Amount may be reduced during the Revolving Period by distributing Collections of Principal Receivables to the Collateral Certificateholder in accordance with subsection 4.6(b); provided that (i) the Rating Agency Condition shall have been satisfied with respect to such reduction and (ii) the Transferor shall have delivered to the Trustee an Officer’s Certificate stating that the Transferor reasonably believes that such

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reduction will not, based on the facts known to such officer at the time of such certification, cause an Early Amortization Commencement Date to occur.

(b)Pursuant to Section 2.8 of the Indenture, the Owner Trust or the Transferor, as depositor of the Owner Trust, may, from time to time, surrender for cancellation Class A Notes and Subordinated Interests acquired by it for its own account by whatever means.  Whenever any Class A Notes or Subordinated Interests are so delivered for cancellation and are cancelled in accordance with the Indenture, the Invested Amount and the Collateral Certificate principal balance shall each be reduced by the aggregate principal amount of Class A Notes and Subordinated Interests so cancelled.  The Transferor shall notify the Trustee whenever Class A Notes or Subordinated Interests are so delivered for cancellation under the Indenture.

ARTICLE VIII

FINAL DISTRIBUTION

Section 8.1Sale of Receivables or Collateral Certificateholder’s Interest pursuant to Section 2.6 or 10.1 of the Agreement and Section 7.1 or 7.2 of this Series Supplement.

(a)The amount to be paid by the Transferor with respect to Series 2005-1 in connection with a reassignment of Receivables to the Transferor pursuant to Section 2.6 of the Agreement or a repurchase of the Collateral Certificateholder’s Interest pursuant to Section 10.1 of the Agreement shall equal the Reassignment Amount for the first Distribution Date following the Monthly Period in which the reassignment obligation arises under the Agreement.

(b)With respect to the Reassignment Amount deposited into the Collection Account pursuant to Section 7.1 or to subsection 8.1(a) or any amounts allocable to the Collateral Certificateholder’s Interest deposited into the Collection Account pursuant to Section 7.2, the Trustee shall, not later than 10:00 a.m., New York City time, on the applicable Distribution Date, make deposits or distributions of the following amounts (in the priority set forth below and, in each case after giving effect to any deposits and distributions otherwise to be made on such date) in immediately available funds:  (i) (x) the Invested Amount on such Distribution Date will be distributed to the Paying Agent for payment to the Collateral Certificateholder and (y) an amount equal to the sum of (A) Class A Monthly Interest for such Distribution Date, (B) any Class A Monthly Interest previously due but not distributed to the Collateral Certificateholder on a prior Distribution Date and (C) the amount of Class A Additional Interest, if any, for such Distribution Date and any Class A Additional Interest previously due but not distributed to the Collateral Certificateholder on any prior Distribution Date, will be distributed to the Paying Agent for payment to the Collateral Certificateholder, and (z) an amount equal to the sum of (A) Subordinated Monthly Interest for such Distribution Date, (B) any Subordinated Monthly Interest previously due but not distributed to the Collateral Certificateholder on a prior Distribution Date and (C) the amount of Subordinated Additional Interest, if any, for such Distribution Date and any Subordinated Additional Interest previously due but not distributed to the Collateral Certificateholder on any prior Distribution Date, will be distributed to the Paying Agent for payment to the Collateral Certificateholder, (ii) any other

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amounts payable pursuant to subsection 4.6(a) shall be paid in accordance therewith and (iii) the balance, if any, will be distributed to the Holder of the Transferor Certificate.

(c)Notwithstanding anything to the contrary in this Series Supplement or the Agreement, all amounts distributed to the Paying Agent pursuant to subsection 8.1(b) for payment to the Collateral Certificateholder shall be deemed distributed in full to the Collateral Certificateholder on the date on which such funds are distributed to the Paying Agent pursuant to this Section and shall be deemed to be a final distribution pursuant to Section 12.2 of the Agreement.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.1Legend on Collateral Certificate.

Each Collateral Certificate will bear a legend or legends substantially in the following form:

EACH PURCHASER OR HOLDER REPRESENTS AND WARRANTS FOR THE BENEFIT OF TARGET RECEIVABLES CORPORATION AND THE 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”), (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, BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THIS COLLATERAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT AND RELATED SUPPLEMENT REFERRED TO HEREIN.

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Each Collateral Certificateholder by virtue of its beneficial interest in the Collateral Certificate shall be deemed to have made the representations and warranties stated in such legend.

Section 9.2Ratification of Agreement.

As supplemented by this Series Supplement, the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by this Series Supplement shall be read, taken, and construed as one and the same instrument.

Section 9.3Counterparts.

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

Section 9.4Required Additions to Series 2005-1.

In addition to the requirements set forth in subsection 2.9(a) of the Agreement, if, as of the close of business on any Business Day on which pursuant to Section 3.2, the Servicer is performing daily testing, either (x) the Transferor Amount (excluding the interest represented by any Supplemental Certificate) is less than the Required Retained Transferor Amount on such Business Day or (y) the aggregate amount of Principal Receivables is less than the Required Principal Balance on such Business Day, the Transferor shall, on or prior to the close of business on the 10th Business Day following such Business Day (the “Series 2005-1 Required Designation Date”), unless the Transferor Amount (excluding the interest represented by any Supplemental Certificate) equals or exceeds the Required Retained Transferor Amount or the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance, as the case may be, in either case as of the close of business on any day after such Business Day and prior to the Series 2005-1 Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Series 2005-1 Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, the Transferor Amount (excluding the interest represented by any Supplemental Certificate) as of the close of business on the Addition Date is at least equal to the Required Retained Transferor Amount on such date and the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance on such date.  The failure of any condition set forth in subsections 2.9(c) or (d) of the Agreement, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to the Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of the Agreement; provided, further, that any such failure which has not been timely cured will nevertheless result in the occurrence of a Series 2005-1 Early Amortization Event.

Section 9.5Transfer of the Collateral Certificate.

After the Closing Date, the Collateral Certificate may not be sold, participated, transferred, assigned, exchanged or otherwise pledged or conveyed in whole or in part except

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upon the prior delivery to the Trustee of (i) a Tax Opinion and (ii) a transferee representation letter (substantially in the form of Exhibit D).

Section 9.6Jurisdiction; Service.

Solely with respect to the Agreement (as supplemented hereby and as further amended, modified or supplemented from time to time) and the transactions and other matters contemplated thereby or relating thereto, each of the parties hereto hereby irrevocably and unconditionally agrees (a) to be subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b)(i) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process, and (ii) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (b)(i) or (ii) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware.  For purposes of implementing the parties’ foregoing agreement to appoint and maintain an agent for service of process in the State of Delaware solely in respect of the Agreement and the transactions and other matters contemplated thereby or relating thereto, each such party that has not as of the date hereof already duly appointed such an agent does hereby appoint RL&F Service Corp., One Rodney Square, 10^th Floor, Wilmington, Delaware 19801, as such agent.

Section 9.7GOVERNING LAW.

THIS SERIES SUPPLEMENT 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 9.8Article 8.

The Collateral Certificate shall be a security governed by Article 8 of the Delaware Uniform Commercial Code, as amended from time to time and the Uniform Commercial Code of any other applicable jurisdiction that currently or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.  The foregoing declaration shall not be amended, modified, revoked or otherwise changed during the effectiveness of this Agreement without the prior written consent of the Collateral Certificateholder.

Section 9.9No Petition.

The Transferor, the Servicer and the Trustee, by entering into this Series Supplement, and each Collateral Certificateholder, by accepting the Collateral Certificate, hereby covenant and agree that they will not at any time institute against the Trust or the Owner Trust, or join in any institution against the Trust or the Owner Trust of, any bankruptcy proceedings

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under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Collateral Certificate, the Agreement or this Series Supplement.

Section 9.10Instructions in Writing.

All instructions or other communications given by the Servicer or any other person to the Trustee pursuant to this Series Supplement shall be in writing.

Section 9.11Adjustments.

Any adjustment to the amount of Receivables and Principal Receivables pursuant to Section 3.9 of the Agreement shall be made within two Business Days of the Business Day on which such adjustment obligation arises.

Section 9.12Eligible Investments.

In addition to the Eligible Investments identified in Section 1.1 of the Agreement, amounts held in the accounts established for the benefit of the Collateral Certificateholder may be invested in investments in money market funds having, at the time of the Trust’s investment, a rating in the highest rating category from each Rating Agency or otherwise approved in writing by each Rating Agency.  In order to qualify as an “Eligible Investment,” each type of investment described in clauses (b), (c), (d) and (f) of the definition of “Eligible Investments” in Section 1.1 of the Agreement must be rated “A-1+” by Standard & Poor’s.

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IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have caused this Series Supplement to be duly executed by their respective officers as of the day and year first above written.

TARGET RECEIVABLES CORPORATION,
Transferor
By:
	Name:
	Title:
TARGET NATIONAL BANK,
Servicer
By:
	Name:
	Title:
WELLS FARGO BANK,
NATIONAL ASSOCIATION,
Trustee
By:
	Name:
	Title:

Series 2005-1 Supplement

Signature Page

Exhibit A

FORM OF COLLATERAL CERTIFICATE

REGISTERED	$
No.	CUSIP NO.

EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF TARGET RECEIVABLES CORPORATION AND THE 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”), (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, BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THIS COLLATERAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT AND RELATED SUPPLEMENT REFERRED TO HEREIN.

TARGET CREDIT CARD MASTER TRUST

COLLATERAL CERTIFICATE

Evidencing an undivided interest in a trust, the corpus of which consists of receivables generated from time to time in the ordinary course of business from a portfolio of consumer open-end credit card accounts generated or to be generated by Target National Bank (“Target National Bank” or the “Servicer”) and other assets and interests constituting the Trust under the Agreement described below.

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Not an interest in or a recourse obligation of Target Corporation, Target National Bank, Target Capital Corporation or Target Receivables Corporation or any affiliate of any of them.

This Investor Certificate certifies that Target Credit Card Owner Trust 2005-1 (the “Certificateholder”) is the registered owner of a fractional undivided interest in the Target Credit Card Master Trust (the “Trust”) issued pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of April 28, 2000, as amended (the “Pooling and Servicing Agreement,” such term to include any amendment thereto), by and among Target Receivables Corporation, as Transferor (the “Transferor”), Target National Bank, as the Servicer, and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), and the Series 2005-1 Supplement, dated as of November    , 2005 (the “Series Supplement”), by and among the Transferor, the Servicer and the Trustee.  The Pooling and Servicing Agreement, as supplemented by the Series  Supplement, is herein referred to as the “Agreement.”  The corpus of the Trust consists of all of the Transferor’s right, title and interest in, to and under the Trust Assets (as defined in the Agreement).

To the extent not defined herein, capitalized terms used herein have the respective meanings assigned to them in the Agreement.

Although a summary of certain provisions of the Agreement is set forth below, this Investor Certificate is qualified in its entirety by the terms and provisions of the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee.

This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound.  This Certificate is a duly authorized Investor Certificate entitled “Collateral Certificate” (the “Collateral Certificate”), which represents an undivided interest in the Trust, including the right to receive the Collections and other amounts allocated to the Collateral Certificate at the times and in the amounts specified in the Agreement and to be deposited in the Collection Account, the Principal Funding Account and the Reserve Account or paid to the Collateral Certificateholder.

The aggregate interest represented by the Collateral Certificate at any time in the Principal Receivables in the Trust shall not exceed an amount equal to the Invested Amount at such time.  As of the Closing Date, the Initial Invested Amount is $[961,538,462].

The Invested Amount on any date of determination will be an amount equal to the sum of (a) the Initial Invested Amount, plus (b) the amount of any increase in the principal amount of the Collateral Certificate after the Closing Date, plus (c) the sum of the aggregate amounts allocated with respect to the reimbursement of Investor Charge-Offs and available on all prior Distribution Dates for the purpose of reinstating amounts reduced pursuant to clause (e) below, minus (d) the aggregate amount of principal payments made to the Collateral Certificateholder prior to such date, minus (e) the aggregate amount of Investor Charge-Offs for all prior Distribution Dates, and minus (f) the amount of any reduction in the Invested Amount as

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a result of the purchase by the Transferor and subsequent cancellation of a portion of the Collateral Certificate.

The Transferor will retain an undivided interest in the Trust pursuant to the Agreement.  The Transferor’s Interest is the interest in the Principal Receivables not represented by any of the Investor Certificates or Participations issued by the Trust.  The Transferor’s Interest may be exchanged by the Transferor pursuant to the Agreement for a newly issued Series of Investor Certificates and a reduced Transferor’s Interest upon the conditions set forth in the Agreement.

Beginning on December 27, 2005 and on each Distribution Date thereafter, the Trustee shall distribute to the Collateral Certificateholder of record as of the last Business Day of the calendar month preceding such Distribution Date such amounts as are payable pursuant to the Agreement.   The Series 2005-1 Termination Date is the earlier to occur of (i) the day on which the Invested Amount is reduced to zero, and (ii) the Legal Maturity Date.  Principal with respect to the Collateral Certificate will be paid under the circumstances described in the Agreement.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Collateral Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.

This Collateral Certificate shall constitute a “security” within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware and (ii) the Uniform Commercial Code of any other applicable jurisdiction that currently or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

This Collateral Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof.

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IN WITNESS WHEREOF, the Transferor has caused this Collateral Certificate to be duly executed under its official seal.

		TARGET RECEIVABLES CORPORATION
		By:
			Name:
			Title:
Dated:	,

CERTIFICATE OF AUTHENTICATION

This is the Collateral Certificate of Target Credit Card Master Trust, Series 2005-1 referred to in the within-mentioned Agreement.

WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:
	Name:
	Title:

4

Exhibit B

FORM OF MONTHLY COLLATERAL CERTIFICATEHOLDERS’ STATEMENT

[To Come]

1

Exhibit C

FORM OF MONTHLY SERVICER’S CERTIFICATE

TARGET NATIONAL BANK

TARGET CREDIT CARD MASTER TRUST
SERIES 2005-1

The undersigned, a duly authorized representative of Target National Bank, as Servicer (“Target National Bank” or the “Servicer”), pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of April 28, 2000 (as may be amended, from time to time, the “Agreement”), as supplemented by the Series 2005-1 Supplement (as amended and supplemented, the “Series Supplement”), dated as of November [    ], 2005, by and among Target National Bank, Target Receivables Corporation and Wells Fargo Bank, National Association, does hereby certify as follows:

1.  Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement or the Series Supplement, as applicable.

2.  Target National Bank is, as of the date hereof, the Servicer under the Agreement.

3.  The undersigned is a Servicing Officer.

4.  This Certificate relates to the Distribution Date occurring on                    ,        (the “                 Distribution Date”).

5.  As of the date hereof, to the best knowledge of the undersigned, the Servicer has performed in all material respects all its obligations under the Agreement through the Monthly Period preceding such Distribution Date [or, if there has been a default in the performance of any such obligation, set forth in detail the (i) nature of such default, (ii) the action taken by the Servicer, if any, to remedy such default and (iii) the current status of each such default; if applicable, insert “None.”]

6.  As of the date hereof, to the best knowledge of the undersigned, no Early Amortization Commencement Date occurred on or prior to such Distribution Date.

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IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this        day of                         .

TARGET NATIONAL BANK,
as Servicer
By:
	Name:
	Title:

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Exhibit D

FORM OF TRANSFEREE REPRESENTATION LETTER

[DATE]

Target Receivables Corporation

1000 Nicollet Mall

Minneapolis, Minnesota 55403

Wells Fargo Bank, National Association

6th & Marquette, MAC N9311-161

Minneapolis, Minnesota  55479

Re:  Target Credit Card Master Trust, Series 2005-1

Ladies and Gentlemen:

In connection with the proposed purchase of $[                    ] in principal amount of the Target Credit Card Master Trust, Series 2005-1 Collateral Certificate (the “Collateral Certificate”), the undersigned (the “Purchaser”) confirms in this letter (the “Transferee Representation Letter”) that:

I.The Purchaser has received such information and documentation as the Purchaser deems necessary in order to make its investment decision.  The Purchaser understands that such information and documentation speaks only as of its date and that the information contained therein may not be correct or complete as of any time subsequent to such date.

II.The Purchaser agrees to be bound by the restrictions and conditions relating to the Collateral Certificate set forth in the Amended and Restated Pooling and Servicing Agreement, dated as of April 28, 2000, as amended (the “Pooling and Servicing Agreement,” such term to include any amendment thereto), by and among Target Receivables Corporation, as Transferor (the “Transferor”), Target National Bank, as the Servicer, and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), and the Series 2005-1 Supplement, dated as of November [   ], 2005 (the “Series Supplement”), by and among the Transferor, the Servicer and the Trustee.  The Pooling and Servicing Agreement, as supplemented by the Series Supplement, is herein referred to as the “Agreement.”  The Purchaser agrees to be bound by, and not to reoffer, resell, pledge or otherwise transfer (any such act, a “Transfer”) the Collateral Certificate except in compliance with such restrictions and conditions including but not limited to those in Section 9.5 of the Series Supplement.

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III.The Purchaser agrees that the Collateral Certificate may be reoffered, resold, pledged or otherwise transferred only in compliance with the Securities Act of 1933, as amended (the “Securities Act”) and other applicable laws and only (i) to the Transferor or (ii) to a limited number of institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and in a transaction exempt from the registration requirements of the Securities Act (upon delivery of the documentation required by the Pooling and Servicing Agreement and, if the Trustee so requires, an opinion of counsel satisfactory to the Trustee).

IV.The Purchaser certifies that this Transferee Representation Letter has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting the enforcement of creditors’ rights generally and general principles of equity.

V.The Purchaser is, for federal income tax purposes, either (i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States or any state thereof or the District of Columbia which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Collateral Certificate may constitute unrelated business taxable income, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) either (x) a trust for which a court within the United States is able to exercise primary supervision over its administration and for which one or more persons described in this paragraph are able to control all substantial decisions or (y) a trust for which a valid election has been made to be treated as a United States person.  The Purchaser will furnish to the Person from whom it is acquiring any interest in the Collateral Certificate, the Servicer and the Indenture Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) and such other certifications, representations or Opinions of Counsel as may be requested by the Indenture Trustee.

VI.The Purchaser has not acquired and it will not Transfer any interest in the Collateral Certificate, or cause an interest in the Collateral Certificate to be marketed, on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code and any Treasury regulations thereunder, including, without limitation, an over the counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.  In addition, (i) the Purchaser is not and will not become (and, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a) (a “DRE”), its owner is not and will not become), for so long as the Purchaser holds an interest in the Collateral Certificate, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes (a “Flow-Thru Entity”) or (ii) that if the Purchaser (or, if the assignee is a DRE, its owner) is, or becomes, a Flow-Thru Entity, for so long as the Purchaser (or, if the Purchaser is a DRE, its owner) is a Flow-Thru Entity and the Purchaser holds an interest in the Collateral Certificate, not more than 50% of the value of any interests in the

2

Purchaser (or, if the Purchaser is a DRE, its owner) will be attributable to interests in the Trust held by the Purchaser.  The opinion of tax counsel to the effect that the Trust will not be treated as an association or as a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the Purchaser’s certifications described in this paragraph.

VII.The Purchaser understands that a subsequent Transfer of the Collateral Certificate will be void if such Transfer would cause the number of Targeted Holders (as defined in the Series Supplement) to exceed ninety-five.

VIII.The Purchaser understands that the opinion of tax counsel that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs V and VI.

IX.The Purchaser is an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Collateral Certificate, and the Purchaser and any account for which the Purchaser is acting are each able to bear the economic risk of its investment.

X.The Purchaser is acquiring the Collateral Certificate purchased by it for its own account or for a single account (each of which is an institutional accredited investor) as to which the Purchaser exercises sole investment discretion.

XI.The Purchaser represents and warrants for the benefit of Target Receivables Corporation and the 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”), (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, but excluding any entity registered under the Investment Company Act of 1940, as amended).

XII.The Purchaser understands that any purported Transfer of any portion of the Collateral Certificate in contravention of the restrictions and conditions in paragraphs I through XI above (including any violation of the representation in paragraph V by an investor who continues to hold an interest in the Collateral Certificate occurring any time after the Transfer in which it acquired such Collateral Certificate) shall be null and void and the purported Purchaser shall not be recognized by the Trust or any other person as a Collateral Certificateholder for any purpose.

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XIII.The Purchaser further understands that, on any proposed resale, pledge or transfer of the Collateral Certificate, the Purchaser will be required to furnish to the Trustee and the Transfer Agent and Registrar, such certifications and other information as the Trustee or the Transfer Agent and Registrar may reasonably require to confirm that the proposed sale complies with the foregoing restrictions and with the restrictions and conditions of the Collateral Certificate and the Agreement pursuant to which the Collateral Certificate was issued and the Purchaser agrees that if the Purchaser determines to Transfer the Collateral Certificate, the Purchaser will cause its proposed Purchaser to provide the Transferor, the Servicer and the Trustee with a letter substantially in the form of this Transferee Representation Letter.  The Purchaser further understands that the Collateral Certificate purchased by it will bear a legend to the foregoing effect.

XIV.The person signing this Transferee Representation Letter on behalf of the ultimate beneficial purchaser of the Collateral Certificate has been duly authorized by such beneficial purchaser of the Collateral Certificate to do so.

You are entitled to rely upon this Transferee Representation Letter and are irrevocably authorized to produce this Transferee Representation Letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,
[Full Legal Name of Purchaser]
By:
	Name:
	Title:

4

EX-4.(E)

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

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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

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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

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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.

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TIA Section		Indenture Section
	(a)(2)	5.3
	(b)	3.3
318	(a)	11.7

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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

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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 1.1Definitions.  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.

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“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

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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.

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“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.

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“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.

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“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.

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“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

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(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

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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.

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“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

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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.

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“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 1.2Incorporation 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 1.3Usage 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

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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 1.4Calculations 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 2.1Form.  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.

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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 2.2Execution, 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;

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(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 2.3Temporary 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 2.4Registration 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

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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

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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;

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(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

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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 2.5Mutilated, 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

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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 2.6Persons 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 2.7Payment 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:

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(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.

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(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 2.8Cancellation.  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 2.9Defeasance. 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

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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 2.10Book-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

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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 2.11Notices 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 2.12Definitive 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.

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SECTION 2.13Authenticating 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]

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WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Indenture Trustee
By:
	Authorized Signatory
or
as Authenticating Agent
	for the Indenture Trustee,
	Authorized Officer

SECTION 2.14Appointment 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;

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(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 2.15CUSIP 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 2.16Determination 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.

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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 3.1Payment 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 3.2Maintenance 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 3.3Money 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

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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 3.4Existence.  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

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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 3.5Protection 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 3.6Opinions 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

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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 3.7Performance 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

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(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 3.8Negative 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 3.9Annual 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

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(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 3.10The 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:

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(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 Holderof 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 3.11Successor 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 3.12No 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 3.13No 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 3.14Administrator’s Obligations.  The Issuer shall use its best efforts to cause the Administrator to comply with the Deposit and Administration Agreement.

SECTION 3.15Guarantees, 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 3.16Capital 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 3.17Restricted 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

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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 3.18Notice 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 3.19Further 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 3.20Removal 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 3.21Representations 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 4.1Satisfaction 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

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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 4.2Application 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 4.3Repayment 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 4.4No 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 5.1Events 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):

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(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 5.2Acceleration 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 5.3Collection 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

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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;

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(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 5.4Remedies; 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

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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 5.5Optional 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 5.6Limitation 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;

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(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 5.7Unconditional 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 5.8Restoration 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 5.9Rights 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 5.10Delay 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 5.11Control 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 5.12Waiver 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 5.13Undertaking 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 5.14Waiver 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 5.15Action 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 5.16Performance 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 5.17Sale 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 6.1Duties 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 6.2Rights 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

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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 6.3Individual 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 6.4The 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 6.5Notice 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 6.6Reports 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 6.7Compensation 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 6.8Replacement 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 6.9Successor 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 6.10Appointment 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 6.11Eligibility; 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 6.12Preferential 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 7.1The 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 7.2Preservation 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 7.3Reports 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 7.4Reports 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 7.5Reports 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 8.1Collection 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 8.2Issuer 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 8.3Investment 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 8.4Application 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 8.5Release 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 8.6Opinion 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 8.7Treatment 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 8.8Powers 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 9.1Supplemental 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 9.2Supplemental 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 9.3Effect 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 9.4Conformity 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 9.5Reference 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 9.6Execution 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 10.1Redemption.  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 10.2Form 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 10.3Notes 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 11.1Compliance 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

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

SECTION 11.2Form 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 11.3Actions 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

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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 11.4Notices, 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

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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 11.5Notices 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 11.6Alternate 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

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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 11.7Conflict 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 11.8Effect 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 11.9Successors 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 11.10Separability.  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 11.11Benefits 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 11.13GOVERNING 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 11.14Counterparts.  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 11.15Recording 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

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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 11.16Trust 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 11.17No 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.

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SECTION 11.18Inspection.  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 11.19Tax 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.

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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:

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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.

A-6

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.

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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.

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EXHIBIT C

FORM OF DTC LETTER OF REPRESENTATIONS

C-1

EXHIBIT D

FORM OF TRANSFEREE REPRESENTATION LETTER

D-1

EX-4.(F)

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

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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 1.1Definitions.

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 1.2Usage 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 2.1Deposit 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.

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(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 2.2Closing.

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 2.4Holder 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 3.1Representations 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

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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 4.1Duties as Administrator.

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

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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

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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);

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(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);

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(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.

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(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

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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 4.2Records.

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.

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SECTION 4.3[Reserved].

SECTION 4.4Additional 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 4.5Independence 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 4.6No 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 4.7Other 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 4.8Net 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

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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 5.1Term 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

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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.

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SECTION 5.2Action 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 5.3Acquisition 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 6.1Notices.

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

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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 6.2Amendments.

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

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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 6.3Protection 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.

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(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 6.4Successors 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 6.5GOVERNING 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 6.6Headings.

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 6.7Counterparts.

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

SECTION 6.8Severability.

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.

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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 6.10Limitation 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 6.11Third-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.

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SECTION 6.12Nonpetition 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 6.13Liability 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.

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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:

EX-4.(G)

Exhibit 4(g)

TARGET CREDIT CARD OWNER TRUST 2005-1

TRUST AGREEMENT

between

TARGET RECEIVABLES CORPORATION
as Depositor

and

WILMINGTON TRUST COMPANY
as Owner Trustee

Dated as of November   , 2005

TABLE OF CONTENTS

ARTICLE I. DEFINITIONS
SECTION 1.1.	Capitalized Terms
ARTICLE II. ORGANIZATION
SECTION 2.1.	Name
SECTION 2.2.	Office
SECTION 2.3.	Purposes and Powers
SECTION 2.4.	Appointment of Owner Trustee
SECTION 2.5.	Initial Capital Contribution of Owner Trust Estate
SECTION 2.6.	Declaration of Trust
SECTION 2.7.	Title to Owner Trust Property
SECTION 2.8.	Situs of Owner Trust
SECTION 2.9.	Representations and Warranties of the Depositor
SECTION 2.10.	Liability of Certificateholder
ARTICLE III. CERTIFICATES AND TRANSFER OF INTERESTS
SECTION 3.1.	Initial Ownership
SECTION 3.2.	The Certificate
SECTION 3.3.	Execution, Authentication and Delivery of Certificates
SECTION 3.4.	Restrictions on Transfer
SECTION 3.5.	Mutilated, Destroyed, Lost or Stolen Certificate
SECTION 3.6.	Authenticating Agent
SECTION 3.7.	Actions of Certificateholder
ARTICLE IV. ACTIONS BY OWNER TRUSTEE
SECTION 4.1.	Prior Notice to Certificateholder with Respect to Certain Matters
ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE
SECTION 5.1.	General Authority
SECTION 5.2.	General Duties
SECTION 5.3.	Action upon Instruction
SECTION 5.4.	No Duties Except as Specified in this Agreement or in Instructions
SECTION 5.5.	No Action Except under Specified Documents or Instructions
SECTION 5.6.	Restrictions
SECTION 5.7.	Doing Business in Other Jurisdictions

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ARTICLE VI. CONCERNING OWNER TRUSTEE
SECTION 6.1.	Acceptance of Trusts and Duties
SECTION 6.2.	Furnishing of Documents
SECTION 6.3.	Representations and Warranties of the Owner Trustee
SECTION 6.4.	Reliance; Advice of Counsel
SECTION 6.5.	Not Acting in Individual Capacity
SECTION 6.6.	Owner Trustee May Own Notes
ARTICLE VII. COMPENSATION OF OWNER TRUSTEE
SECTION 7.1.	Owner Trustee’s Fees and Expenses
SECTION 7.2.	Indemnification
SECTION 7.3.	Payments to Owner Trustee
ARTICLE VIII. TERMINATION OF TRUST AGREEMENT
SECTION 8.1.	Termination of Trust Agreement
ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
SECTION 9.1.	Eligibility Requirements for Owner Trustee
SECTION 9.2.	Resignation or Removal of Owner Trustee
SECTION 9.3.	Successor Owner Trustee
SECTION 9.4.	Merger or Consolidation of Owner Trustee
SECTION 9.5.	Appointment of Co-Trustee or Separate Trustee
ARTICLE X. MISCELLANEOUS
SECTION 10.1.	Supplements and Amendments
SECTION 10.2.	No Legal Title to Owner Trust Estate in Certificateholder
SECTION 10.3.	Limitations on Rights of Others
SECTION 10.4.	Notices
SECTION 10.5.	Severability
SECTION 10.6.	Separate Counterparts
SECTION 10.7.	Successors and Assigns
SECTION 10.8.	Nonpetition Covenants
SECTION 10.9.	No Recourse
SECTION 10.10.	Headings
SECTION 10.11.	GOVERNING LAW
SECTION 10.12.	Depositor Payment Obligation
SECTION 10.13.	Acceptance of Terms of Agreement
SECTION 10.14.	Integration of Documents

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EXHIBITS

Exhibit A - Form of Certificate

Exhibit B - Form of Certificate of Trust

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

ARTICLE I.

DEFINITIONS

SECTION 1.1.        Capitalized Terms.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE II.

ORGANIZATION

SECTION 2.1.        Name.

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

SECTION 2.2.        Office.

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

SECTION 2.3.        Purposes and Powers.

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

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

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

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

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

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

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

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

SECTION 2.4.        Appointment of Owner Trustee.

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

SECTION 2.5.        Initial Capital Contribution of Owner Trust Estate.

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

SECTION 2.6.        Declaration of Trust.

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

SECTION 2.7.        Title to Owner Trust Property.

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

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

SECTION 2.8.        Situs of Owner Trust.

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

SECTION 2.9.        Representations and Warranties of the Depositor.

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

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

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

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

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

SECTION 2.10.      Liability of Certificateholder.

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

ARTICLE III.

CERTIFICATES AND TRANSFER OF INTERESTS

SECTION 3.1.        Initial Ownership.

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

SECTION 3.2.        The Certificate.

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

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

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

SECTION 3.3.        Execution, Authentication and Delivery of Certificates.

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

SECTION 3.4.        Restrictions on Transfer.

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

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

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

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SECTION 3.6.        Authenticating Agent.

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

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

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

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

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

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

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

or

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Wilmington Trust Company not in its individual capacity but solely as Owner Trustee for the Target Credit Card Owner Trust 2005-1		Wilmington Trust Company not in its individual capacity but solely as Owner Trustee for the Target Credit Card Owner Trust 2005-1
		By:
			Authenticating Agent
By:		By:
	Authorized Signatory		Authorized Signatory

SECTION 3.7.        Actions of Certificateholder.

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

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

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

ARTICLE IV.

ACTIONS BY OWNER TRUSTEE

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

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

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

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

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

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

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

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

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

ARTICLE V.

AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 5.1.        General Authority.

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

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SECTION 5.2.        General Duties.

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

SECTION 5.3.        Action upon Instruction.

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

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

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

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

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

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

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

SECTION 5.6.        Restrictions.

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

SECTION 5.7.        Doing Business in Other Jurisdictions.

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

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

ARTICLE VI.

CONCERNING OWNER TRUSTEE

SECTION 6.1.        Acceptance of Trusts and Duties.

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

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

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

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

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

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

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

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

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

SECTION 6.2.        Furnishing of Documents.

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

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

SECTION 6.3.        Representations and Warranties of the Owner Trustee.

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

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

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

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

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

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

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

SECTION 6.4.        Reliance; Advice of Counsel.

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

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

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

SECTION 6.5.        Not Acting in Individual Capacity.

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

SECTION 6.6.        Owner Trustee May Own Notes.

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

ARTICLE VII.

COMPENSATION OF OWNER TRUSTEE

SECTION 7.1.        Owner Trustee’s Fees and Expenses.

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

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

SECTION 7.2.        Indemnification.

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

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SECTION 7.3.        Payments to Owner Trustee.

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

ARTICLE VIII.

TERMINATION OF TRUST AGREEMENT

SECTION 8.1.        Termination of Trust Agreement.

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

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

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

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ARTICLE IX.

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 9.1.        Eligibility Requirements for Owner Trustee.

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

SECTION 9.2.        Resignation or Removal of Owner Trustee.

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

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

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

SECTION 9.3.        Successor Owner Trustee.

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

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

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

SECTION 9.4.        Merger or Consolidation of Owner Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE X.

MISCELLANEOUS

SECTION 10.1.      Supplements and Amendments.

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

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

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

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

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

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

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

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

SECTION 10.3.      Limitations on Rights of Others.

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

SECTION 10.4.      Notices.

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

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

SECTION 10.5.      Severability.

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

SECTION 10.6.      Separate Counterparts.

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

SECTION 10.7.      Successors and Assigns.

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

SECTION 10.8.      Nonpetition Covenants.

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

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SECTION 10.9.      No Recourse.

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

SECTION 10.10.    Headings.

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

SECTION 10.11.    GOVERNING LAW.

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

SECTION 10.12.    Depositor Payment Obligation.

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

SECTION 10.13.    Acceptance of Terms of Agreement.

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

SECTION 10.14.    Integration of Documents.

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

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[Signature Page to Follow]

27

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

WILMINGTON TRUST COMPANY,
in its individual capacity and as Owner
Trustee
By:
	Name:
	Title:
TARGET RECEIVABLES CORPORATION,
as Depositor
By:
	Name:
	Title:

EXHIBIT A

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

TARGET CREDIT CARD OWNER TRUST 2005-1

OWNER CERTIFICATE

R-1

(This Certificate does not represent an interest in or obligation of Target Receivables Corporation,
or any of its affiliates, except to the extent described below.)

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

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

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

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

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

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

		TARGET CREDIT CARD OWNER
		TRUST 2005-1
		By:		WILMINGTON TRUST COMPANY,
				not in its individual capacity
				but solely as Owner Trustee for the
				Target Credit Card Owner Trust 2005-1
Dated:	,	By:
			Name:
			Title:

2

CERTIFICATE OF AUTHENTICATION

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

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee for the Target Credit Card Owner Trust 2005-1
By:
	Authorized Signatory

3

ANNEX 1 TO EXHIBIT A

Registered Owner and address:

Target Receivables Corporation
1000 Nicollet Mall
TPS 3136
Minnesota, Minneapolis 55403

Tax Identification Number: 41-1812153

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EXHIBIT B

FORM OF
CERTIFICATE OF TRUST OF
TARGET CREDIT CARD OWNER TRUST 2005-1

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

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

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

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

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

WILMINGTON TRUST COMPANY,
as trustee
By:
	Name:
	Title:

EX-5

Exhibit 5

[Target Corporation Letterhead]

October 31, 2005

Target Receivables Corporation

1000 Nicollet Mall

Suite 3136

Minneapolis, MN 55402

Re:	Registration Statement on Form S-1
	Registration No. 333-127864

Ladies and Gentlemen:

I am Senior Vice President, General Counsel and Corporate Secretary of Target Corporation, a Minnesota corporation (“Target”) and have acted as counsel to Target Receivables Corporation, a Minnesota corporation (“TRC”), in connection with the preparation of the Registration Statement on Form S-1 (Registration No. 333-127864), as amended (together with the amendments thereto, the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules or regulations promulgated thereunder, for the registration under the Securities Act of:

(i)            $750,000,000 Class A Floating Rate Asset-Backed Notes (the “Class A Notes”) to be issued by Target Credit Card Owner Trust 2005-1, a Delaware statutory trust (the “Issuer”), to be formed pursuant to a trust agreement (the “Trust Agreement”), by and between TRC, as Depositor (the “Depositor”) and Wilmington Trust Company, a Delaware banking corporation, as Owner Trustee (the “Owner Trustee”), and

(ii)           an investor certificate (the “Collateral Certificate”) of the Target Credit Card Master Trust, a Delaware common law trust (the “Master Trust”).

The Class A Notes will be issued pursuant to an indenture (the “Indenture”), by and between the Issuer and Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), as Indenture Trustee (the “Indenture Trustee”).   The Collateral Certificate will be issued by the Master Trust pursuant to a Series 2005-1 supplement (the “Series Supplement”) to the Amended and Restated Pooling and Servicing Agreement, dated as of April 28, 2000 (the “Pooling and Servicing Agreement”), by and among TRC, as Transferor (in such capacity, the “Transferor”), Target National Bank, as Servicer (in such capacity, the “Servicer”), and Wells Fargo, as Trustee (the “Trustee”), and will be deposited in the Issuer by TRC pursuant to a deposit and administration agreement (the “Deposit and Administration Agreement”), by and between TRC, as Depositor and Administrator (in such capacities, the “Depositor” and “Administrator,” respectively) and the Issuer.

Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Registration Statement.

This opinion is being delivered pursuant to Item 601(b)(5) of Regulation S-K of the Securities Act.

In connection herewith, I, or the attorneys over whom I exercise supervision, have examined and relied upon the forms of the Bank Receivables Purchase Agreement, the Receivables Purchase Agreement and the Pooling and Servicing Agreement, each originally filed with the Registration Statement on Form S-3 (Registration No. 333-95585) and incorporated by reference to the Registration Statement, and the forms of the Series Supplement, the Deposit and Administration Agreement, the Trust Agreement, the Indenture and the Underwriting Agreement which are being filed as exhibits to the Registration Statement.  The Bank Receivables Purchase Agreement, the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Series Supplement, the Deposit and Administration Agreement, the Trust Agreement, the Indenture and the Underwriting Agreement, are collectively hereinafter referred to as the “Transaction Documents.”  We have also examined such corporate records, certificates and other documents, and reviewed such questions of law as we deemed appropriate for this opinion.

Based upon the foregoing, I am of the opinion that:

1.With respect to the Collateral Certificate, when: (a) the Registration Statement becomes effective pursuant to the provisions of the Securities Act, (b) the Series Supplement has been duly authorized by all necessary corporate action and has been duly executed and delivered by the parties thereto, and (c) the Collateral Certificate has been duly executed and issued by the Transferor, authenticated by the Trustee, and deposited by the Transferor in the Issuer in accordance with the terms and conditions of the related Transaction Documents in the manner described in the Registration Statement, the Collateral Certificate shall be duly authorized by all necessary action of the Transferor and will be legally issued and entitled to the benefits of the Series Supplement and will constitute valid and binding obligations of the Transferor.

2.With respect to the Class A Notes, when: (a) the Registration Statement becomes effective pursuant to the provisions of the Securities Act, (b) the Indenture has been duly authorized, executed and delivered by the parties thereto and has been duly qualified under the Trust Indenture Act of 1939, as amended, and (c) the Class A Notes have been duly executed and issued by the Issuer, authenticated by the Indenture Trustee, and delivered by TRC against payment therefore, in accordance with the terms and conditions of the related Transaction Documents in the manner described in the Registration Statement, the Class A Notes will have been duly authorized by all necessary action of the Issuer and will be legally issued and entitled to the benefits of the Indenture and will constitute valid and binding obligations of the Issuer.

2

In rendering the foregoing opinions, I have assumed the accuracy and truthfulness of all public records of TRC and of all certifications, documents and other proceedings examined by me that have been produced by officials of TRC acting within the scope of their official capacities, without verifying the accuracy or truthfulness of such representations.  I have also assumed the genuineness of such signatures appearing upon such public records, certifications, documents and proceedings.  In addition, I have assumed that the applicable Transaction Documents, Collateral Certificate and Class A Notes will be executed and delivered in substantially the form filed as exhibits to the Registration Statement, and that the Class A Notes will be sold as described therein.  I express no opinion as to the laws of any jurisdiction other than the laws of the State of Minnesota and the federal laws of the United States of America.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading “Legal Matters” in the Prospectus included in the Registration Statement without implying or admitting that I am an “expert” within the meaning of the Securities Act or other rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit.

                                Very truly yours,

/s/ Timothy R. Baer

Timothy R. Baer

Senior Vice President,

General Counsel and Corporate Secretary

3

EX-8

Exhibit 8

October 31, 2005

Target Receivables Corporation

1000 Nicollet Mall

Suite 3136

Minneapolis, MN 55402

Re:Amendment No. 1 to the Registration Statement on
Form S-1 of Target Receivables Corporation

Dear Ladies and Gentlemen:

We have acted as special tax counsel in connection with the filing with the Securities and Exchange Commission (the “Commission”) contemporaneously herewith of Amendment No. 1 to the Registration Statement on Form S-1 (No. 333-127864) (together with all amendments thereto, the “Registration Statement”) of Target Receivables Corporation, a Minnesota corporation (“TRC”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, for the registration under the Securities Act of:

(i)            $750,000,000 Class A Floating Rate Asset-Backed Notes (the “Class A Notes”) to be issued by Target Credit Card Owner Trust 2005-1, a Delaware statutory trust (the “Issuer”), to be formed pursuant to a trust agreement (the “Trust Agreement”), by and between TRC, as Depositor (the “Depositor”) and Wilmington Trust Company, a Delaware banking corporation, as Owner Trustee (the “Owner Trustee”), and

(ii)           an investor certificate (the “Collateral Certificate”) of the Target Credit Card Master Trust, a Delaware common law trust (the “Master Trust”).

The Class A Notes will be issued pursuant to an indenture (the “Indenture”), by and between the Issuer and Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), as Indenture Trustee (the “Indenture Trustee”).   The Collateral Certificate will be issued by the Master Trust pursuant to a Series 2005-1 supplement (the “Series Supplement”) to the Amended and Restated Pooling and Servicing Agreement, dated as of April 28, 2000 (the “Pooling and Servicing Agreement”), by and among TRC, as Transferor (in such capacity, the “Transferor”), Target National Bank, as Servicer (in such capacity, the “Servicer”), and Wells Fargo, as Trustee (the “Trustee”), and will be deposited in the Issuer by TRC pursuant to a deposit and administration agreement (the “Deposit and Administration Agreement”), by and between TRC, as Depositor and Administrator (in such capacities, the “Depositor” and “Administrator,” respectively) and the Issuer.

Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Registration Statement.

In connection therewith, you have requested our opinion regarding certain descriptions of tax consequences contained in the form of prospectus and the form of prospectus supplement (together, the “Prospectus”) included in the Registration Statement.

                                In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) forms of the Bank Receivables Purchase Agreement, the Receivables Purchase Agreement and the Pooling and Servicing Agreement, each originally filed with the Registration Statement on Form S-3 (Registration No. 333-95585) and incorporated by reference to the Registration Statement and (ii) the forms of the Series Supplement, the Deposit and Administration Agreement, the Trust Agreement, the Indenture and the Underwriting Agreement which are being filed as an exhibits to the Registration Statement.  The Bank Receivables Purchase Agreement, the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Series Supplement, the Deposit and Administration Agreement, the Trust Agreement, the Indenture and the Underwriting Agreement, are collectively hereinafter referred to as the “Transaction Documents.” We have also examined such corporate records, agreements, documents and other instruments, and have made such inquiries of such officers and representatives of the Transferor, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

                                In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.  We have further assumed (i) that the Transaction Documents and Class A Notes as executed and delivered by the requisite signatories thereto will conform in substance and form in all material respects to the respective forms thereof examined by us, (ii) timely compliance by all parties to the various Transaction Documents to the terms thereof (without waiver of any of the terms thereof) and (iii) that the Transaction Documents constitute all the agreements, understandings, and arrangements between the parties thereto with respect to the transactions contemplated therein and the Class A Notes.

                                As special tax counsel to the Transferor, we will advise the Transferor with respect to material federal income tax aspects of the proposed issuance of the Class A Notes and we hereby confirm that our advice, to the extent that it constitutes matters of law or legal conclusions with respect thereto relating to federal tax matters, conforms to the descriptions of the selected federal income tax consequences for holders of such Class A Notes that appear under the headings “Federal Income Tax Consequences” in the Prospectus.  Such descriptions do not purport to discuss all possible federal income tax ramifications of the proposed issuance of the Class A Notes, but with respect to those federal income tax consequences that are discussed, in our opinion, the descriptions are accurate in all material respects.

2

                                This opinion is based on the facts and circumstances set forth in the Prospectus and in the other documents reviewed by us.  Our opinion as to the matters set forth herein could change with respect to the Class A Notes as a result of changes in facts and circumstances, changes in the terms of documents reviewed by us, or changes in the law subsequent to the date hereof.

                                We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the references to this firm under the heading “Federal Income Tax Consequences” in the Prospectus which forms a part of the Registration Statement, without admitting that we are “experts” within the meaning of the Securities Act of 1933, as amended, or the Rules and Regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.

                                                                                                Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

3

EX-25.1

Exhibit 25.1

Filing pursuant to Registration

Statement number 333-127864

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

ý  CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national	Identification No.)
bank)
101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

Target Credit Card Owner Trust 2005-1

(Exact name of obligor as specified in its charter)

Delaware	Applied For
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE	19890
(Address of principal executive offices)	(Zip code)

Asset Backed Notes of Target Credit Card Owner Trust 2005-1

(Title of Indenture Securities)

Item 1.General Information.  Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b)Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.Affiliations with Obligor.  If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.  Foreign Trustee.Not applicable.

Item 16.  List of Exhibits.List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.A copy of the Articles of Association of the trustee now in effect.

Exhibit 2.A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated April 28, 2005.

Exhibit 3.A copy of the authorization of the trustee to exercise corporate trust powers.  A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated February 4, 2004.

Exhibit 4.Copy of By-laws of the trustee as now in effect.

Exhibit 5.Not applicable.

Exhibit 6.The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.Not applicable.

Exhibit 9.Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 14th day of October, 2005.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Marianna Stershic

Marianna Stershic

Vice President

EXHIBIT 1

WELLS FARGO BANK, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

EFFECTIVE OCTOBER 30, 1998

ARTICLE I - NAME

The title of the Association shall be WELLS FARGO BANK, NATIONAL ASSOCIATION.

ARTICLE II - OFFICES

1.Main Office.  The main office of the Association shall be in the City and County of San Francisco, State of California.  The Board of Directors shall have the power to change the location of the main office to any other place within the City and County of San Francisco, State of California, without the approval of the stockholders, but subject to the approval of the Comptroller of the Currency.

2.Branch Offices.  The Board of Directors shall have the power to establish or change the location of any branch or branches of the Association to any other location, without the approval of the stockholders but subject to the approval of the Comptroller of the Currency.

3.Conduct of Business.  The general business of the Association shall be conducted at its main office and its branches.

ARTICLE III - BOARD OF DIRECTORS

1.Number; Vacancy.  The Board of Directors of the Association shall consist of not less than five nor more than twenty-five persons, the exact number of Directors within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of the stockholders at any annual or special meeting thereof.  Unless otherwise provided by the laws of the United States, any vacancy in the Board of Directors for any reason, including an increase in the number thereof, may be filled by action of the Board of Directors.

2.Appointment of Officers.  The Board of Directors shall appoint one of its members as the President of the Association.  The President shall also be the Chairman of the Board unless the Board of Directors appoints another Director to be the Chairman of the Board.  The Board of Directors shall have the power to appoint or to determine the manner of appointing the other officers of the Association.

3.Powers.  The Board of Directors shall have the power to define or to determine the manner of defining the duties of the officers and employees of the Association; to fix or to determine the manner of fixing the salaries to be paid to them; to dismiss or to determine the manner of dismissing them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which any increase of the capital of the Association shall be made; to manage and administer the business and affairs of the Association; to make all By-Laws that it may be lawful for the Board of Directors to make; and generally to do and perform all acts that it may be legal for a Board of Directors to do and perform.

ARTICLE IV - MEETINGS OF STOCKHOLDERS

1.Annual Meeting.  The annual meeting of the stockholders for the election of Directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office or such other place as the Board of Directors may designate, on the day of each year specified therefor in the By-Laws, but if no election is held on that day, it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors.

2.Special Meetings.  Special meetings of the stockholders of this Association unless otherwise regulated by statute, for any purpose or purposes whatsoever, may be called at any time by the Board of Directors, the chief executive officer or by one or more stockholders holding not less than one-fifth of the voting power of the Association.

3.Notice of Meetings.  Unless otherwise regu­lated by statute, a notice of the time, place and purpose of every annual and special meeting of the stockholders shall be given by first-class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each stockholder of record at his address as shown upon the books of the Association.

4.Written Consents.  Unless otherwise regu­lated by statute, any action required or permitted to be taken by the stockholders may be taken without a meeting, if all stockholders shall individually or collectively consent in writing to such action.  Such written consent or consents shall be filed with the minutes of the proceedings of the stockholders.  Such action by written consent shall have the same force and effect as the unanimous vote of the stockholders.

ARTICLE V - INDEMNITY

Any person, his heirs, executors, or admin­istrators, may be indemnified or reimbursed by the Ass­ociation for reasonable expenses actually incurred in connection with any action, suit, or proceeding, civil or criminal, to which he or they shall be made a party by reason or his being or having been a Director, officer, or employee of the Association or of any firm, corporation, or organization which he served in any such capacity at the request of the Association:  Provided, however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit, or proceeding as to which he shall finally be adjudged to have been guilty of or liable for gross negligence, willful misconduct or criminal acts in the performance of his duties to the Association:  And, provided further, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit, or proceeding which has been made the subject of a compromise settlement except with the approval of a court of competent jurisdiction, or the holders of record of a majority of the outstanding shares of the Capital Stock of the Association, or the Board of Directors, acting by vote of Directors not parties to the same or substantially the same action, suit, or proceeding, constituting a majority of the entire number of Directors.  The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which such person, his heirs, executors, or administrators, may be entitled as a matter of law.  The Association may, upon the affirmative vote of a majority of its Board of Directors, purchase insurance for the purpose of indemnifying its Directors, officers, or employees.

ARTICLE VI - CAPITAL

1.Capitalization.  The Association is authorized to issue a total of 112,200,000 shares of common stock (the “Common Stock”) and 1,225,000 shares of preferred stock.  The aggregate par value of all the shares of Common Stock which the Association shall be authorized to issue shall be $1,122,000,000,

and the par value of each share of Common Stock which the Association shall be authorized to issue shall be Ten Dollars ($10.00).  The aggregate par value of all the shares of preferred stock which the Association shall be authorized to issue shall be $12,250, and the par value of each share of preferred stock which the Association shall be authorized to issue shall be One Cent ($0.01).

2.Voting Rights.  Each holder of Common Stock shall be entitled to vote on all matters, one vote for each share of Common Stock held by him, provided that, in all elections of Directors, each holder of Common Stock shall have the right to vote the shares allocated to the number of shares owned by him for as many persons as there are Direct­ors to be elected, or to cumulate such votes and give one candidate as many votes as the number of Directors to be elected multiplied by the number of votes allocable to his share shall equal, or to distribute such votes on the same principle among as many candidates as he shall think fit.

3.Debt Obligations.   The Association, at any time and from time to time, may authorize the issue of debt obligations, whether or not subordinated, without the approval of the stockholders.

4.Preferred Stock, Series A.

A.Designation.  1,225,000 shares of the preferred stock of the Association are designated as 7 ³/₄% Noncumulative Preferred Stock, Series A (hereinafter referred to as the “Series A Preferred Shares” or the “Series”).   The Series A Preferred Shares shall have a liquidation preference of $1,000 per share (the “Liquidation Preference”).  The number of authorized Series A Preferred Shares may be reduced by further resolution duly adopted by the Board of Directors of the Association (the “Board”) and by the filing of articles of amendment stating that such reduction has been so authorized.  The number of authorized shares of this Series shall not be increased.

B.Dividends.  (a) Dividends on the Series A Preferred Shares shall be payable at a rate of 7 ³/₄% of the Liquidation Preference per annum, if, when and as declared by the Board out of assets of the Association legally available therefor.  If declared, dividends on the Series A Preferred Shares shall be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year (a “Dividend Date”), commencing on the first Dividend Date after the Time of Exchange (as defined below).  Dividends will accrue from the first day of the fiscal quarter ending on each Dividend Date (each a “Dividend Period”), whether or not declared or paid for the prior Dividend Period.  Each declared dividend shall be payable to the holder of record of the Series A Preferred Shares as it appears at the close of business on the stock register of the Association on such record date, not exceeding 45 days preceding the payment date thereof, as shall be fixed by the Board.

(b)If the Board fails to declare a dividend on the Series A Preferred Shares for any Dividend Period, then the holder of the Series A Preferred Shares will have no right to receive a dividend on such shares for that Dividend Period, and the Association will have no obligation to pay a dividend for that Dividend Period, whether or not dividends are declared and paid for any future Dividend Period with respect to either the Series A Preferred Shares or the Common Stock of the Association.

(c)If full dividends on the Series A Preferred Shares for any Dividend Period shall not have been declared and paid, or declared and a sum sufficient for the payment thereof shall not have been set apart for such payment, no dividends shall be declared or paid or set aside for payment and no other distribution shall be declared or made or set aside for payment upon the Common Stock or any other capital stock of the Association ranking junior to or on a parity with the Series A Preferred Shares as to dividends or amounts upon liquidation, nor shall any Common Stock or any other capital stock of the Association ranking junior to or on a parity with the Series A Preferred Shares as to dividends or amounts upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any monies to be paid to or made available for a sinking fund for the redemption of any such stock) by the Association (except by conversion

into or exchange for other capital stock of the Association ranking junior to the Series A Preferred Shares as to dividends and amounts upon liquidation), until such time as dividends on all outstanding Series A Preferred Shares have been (i) declared and paid declared for three consecutive Dividend Periods and (ii) declared and paid or declared and a sum sufficient for the payment thereof has been set apart for payment for the fourth consecutive Dividend Period.  Notwithstanding the above, nothing in this subparagraph shall prevent the Association from treating an amount consented to by a holder of the Common Stock under the provisions of section 565 of the Internal Revenue Code of 1986, as amended (the “Code”), as a dividend for purposes of the dividends paid deduction under section 561 of the Code.

(d)When dividends are not paid in full (or a sum sufficient for such full payment is not set apart) upon the Series A Preferred Shares and the shares of any other series of capital stock of the Association ranking on a parity as to dividends with the Series A Preferred Shares, all dividends declared upon the Series A Preferred Shares and any such other series of capital stock shall be declared pro rata so that the amount of dividends declared per share on the Series A Preferred Shares and such other series of capital stock shall, in all cases, bear to each other the same ratio that full dividends, for the then-current Dividend Period, per share on the Series A Preferred Shares (which shall not include any accumulation in respect of unpaid dividends for prior Dividend Periods) and full dividends, including required or permitted accumulations, if any, on such other series of capital stock bear to each other.

(e)The holder of the Series A Preferred Shares shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full dividends, as herein provided, on the Series A Preferred Shares.  No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series A Preferred Shares which may be in arrears.

C.Redemption.  (a)  With the prior approval of the United States Office of the Comptroller of the Currency (the “OCC”), the Association, at its option, may redeem the Series A Preferred Shares, in whole or in part, at any time or from time to time, at a redemption price equal to the Liquidation Preference per share, plus accrued and unpaid dividends thereon to the date fixed for redemption.

(b)In the event the Association shall redeem any of the Series A Preferred Shares, notice of such redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date, to the holder of record of the Series A Preferred Shares, at the holder’s address as the same appears on the stock register of the Association.  Each such notice shall state:  (i) the redemption date; (ii) the number of Series A Preferred Shares to be redeemed and, if fewer than all the Series A Preferred Shares held by the holder are to be redeemed, the number of such shares to be redeemed from the holder; (iii) the redemption price; and (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(c)Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Association in providing money for the payment of the redemption price), said Series A Preferred Shares shall no longer be deemed to be outstanding, and all rights of the holder thereof as a stockholder of the Association (except the right to receive from the Association the redemption price) shall cease.  If such shares are represented by a certificate, upon surrender in accordance with said notices of the a certificate for any Series A Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Board shall so require and the notice shall so state), such shares shall be redeemed by the Association at the redemption price aforesaid.  In case fewer than all the Series A Preferred Shares represented by any such certificate is redeemed, a new certificate shall be issued representing the unredeemed Series A Preferred Shares without cost to the holder thereof.

(d)Any Series A Preferred Shares, which shall at any time have been redeemed, shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board.

D.Automatic Exchange.  (a)  Series A Preferred Shares will be issued only in exchange (the “Automatic Exchange”) for shares of 7 3/4% Noncumulative Exchangeable Preferred Stock, Series A, $0.01 par value per share (a “REIT Preferred Share”), of Wells Fargo Realty Corporation II, a Maryland corporation (the “REIT”), upon the terms and conditions set forth in this Section D.

(b)The Automatic Exchange will occur only if the appropriate federal regulatory agency directs in writing (a “Directive”) an exchange of the REIT Preferred Shares for the Series A Preferred Shares because (i) the REIT becomes “undercapitalized” under prompt corrective action regulations, (ii) the REIT is placed into conservatorship or receivership or (iii) the appropriate federal regulatory agency, in its sole discretion, anticipates the REIT becoming “undercapitalized” in the near term (an “Exchange Event”).

(c)Upon an Exchange Event, upon surrender to the Association by the holder of the REIT Preferred Shares of the certificate, if any, representing each share of the REIT Preferred Shares of the holder, the Association shall be unconditionally obligated to issue to the holder in exchange for each such REIT Preferred Share a certificate representing one Series A Preferred Share.

(d)The Automatic Exchange shall occur as of 8:00 a.m., Eastern Time, on the date for such exchange set forth in the Directive, or, if such date is not set forth in the Directive, as of 8:00 a.m., Eastern Time, on the earliest possible date such exchange could occur consistent with the Directive (the “Time of Exchange”).  As of the Time of Exchange, the holder of the REIT Preferred Shares shall thereupon and thereafter be deemed to be and shall be for all purposes a holder of Series A Preferred Shares.  The Association shall deliver to the holder of REIT Preferred Shares a certificate for Series A Preferred Shares upon surrender of the certificate for the REIT Preferred Shares.   Until such replacement stock certificate is delivered (or in the event such replacement certificate is not delivered), any certificate previously representing the REIT Preferred Shares shall be deemed for all purposes to represent Series A Preferred Shares.

(e)In the event the Automatic Exchange occurs, any accrued and unpaid dividends on the REIT Preferred Shares as of the Time of Exchange would be deemed to be accrued and unpaid dividends on the Series A Preferred Shares.

E.Conversion.  The holder of Series A Preferred Shares shall not have any rights to convert such shares into shares of any other class or series of capital stock of the Association.

F.Liquidation Rights.  (a) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Association, the holder of the Series A Preferred Shares shall be entitled to receive and to be paid out of the assets of the Association available for distribution to its stockholder, before any payment or distribution shall be made on the Common Stock or on any other class of stock ranking junior to the Series A Preferred Shares upon liquidation, the amount of the Liquidation Preference per share, plus the quarterly accrued and unpaid dividend thereon to the date of liquidation.

(b)After the payment to the holder of the Series A Preferred Shares of the full preferential amounts provided for in this Section F, the holder of the Series A Preferred Shares as such shall have no right or claim to any of the remaining assets of the Association.

(c)If, upon any voluntary or involuntary dissolution, liquidation or winding up of the Association, the amounts payable with respect to the Liquidation Preference and any other shares of capital stock of the Association ranking as to any such distribution on a parity with the Series A Preferred Shares are not paid in full, the holder of the Series A Preferred Shares and of such other shares will share ratably in any such distribution of assets of the Association in proportion to the full respective liquidating distributions to which they are entitled.

(d)Neither the sale of all or substantially all the property or business of the Association, nor the merger or consolidation of the Association into or with any other Association, nor the merger or consolidation of any other Association into or with the Association shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, of the Association for purposes of this Section F.

(e)Upon the dissolution, liquidation or winding up of the Association, the holder of the Series A Preferred Shares then outstanding shall be entitled to be paid out of the assets of the Association available for distribution to its stockholder all amounts to which the holder is entitled pursuant to paragraph (a) of this Section F before any payment shall be made to the holder of any class of capital stock of the Association ranking junior to the Series A Preferred Shares upon liquidation.

G.Ranking.  For purposes of these articles, any stock of any class or classes of the Association shall be deemed to rank:

(a)Prior to the Series A Preferred Shares, either as to dividends or upon liquidation, if the holder of such class or classes shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Association, as the case may be, in preference or priority to the holder of the Series A Preferred Shares;

(b)On a parity with the Series A Preferred Shares, either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of the Series A Preferred Shares, if the holder of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Association, as the case may be, without preference or priority, one over the other, as between the holder of such stock and the holder of the Series A Preferred Shares; and

(c)Junior to the Series A Preferred Shares, either as to dividends or upon liquidation, if such class shall be Common Stock or if the holder of the Series A Preferred Shares shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Association, as the case may be, in preference or priority to the holder of shares of such class or classes.

H.Voting Rights.  The Series A Preferred Shares shall not have any voting rights, either general or special, unless required by applicable law.

ARTICLE VII - PERPETUAL EXISTENCE

The corporate existence of the Association shall continue until terminated in accordance with the laws of the United States.

ARTICLE VIII - AMENDMENT

These Articles of Association may be amended at any regular or special meeting of the stockholders by the affirmative vote of the holders of a majority of the Capital Stock of the Association, unless the vote of the holders of a greater amount of Capital Stock is required by law, and in that case by the vote of the holders of such greater amount.

EXHIBIT 2

[LOGO]

Comptroller of the Currency

Administrator of National Banks

Washington, D.C. 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Julie L. Williams, Acting Comptroller of the Currency, do hereby certify that:

1.The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations.

2.“Wells Fargo Bank, N.A.,” Sioux Falls, South Dakota, (Charter No. 1741) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this April 28, 2005.

[CURRENCY BUREAU -
TREASURY DEPARTMENT SEAL]

/s/ Julie L. Williams

Acting Comptroller of the Currency

EXHIBIT 3

[LOGO]

Comptroller of the Currency

Administrator of National Banks

Washington, D.C. 20219

Certificate of Corporate Existence and Fiduciary Powers

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1.The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations.

2.“Wells Fargo Bank, National Association,” San Francisco, California, (Charter No. 1741) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise Fiduciary Powers on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this February 4, 2004.

[CURRENCY BUREAU -
TREASURY DEPARTMENT SEAL]

/s/ John D. Hawke, Jr.

Comptroller of the Currency

EXHIBIT 4

BY-LAWS

OF

WELLS FARGO BANK, NATIONAL ASSOCIATION

(As amended November 2, 2000)

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION 1.  Annual Meetings.  All annual meetings of the stockholders of Wells Fargo Bank, National Association (the “Bank”) shall be held at the head office of the Bank, or other convenient place duly authorized by the Board of Directors, on the third Monday of April in each year at 3:30 o’clock p.m., if not a bank holiday, and if a bank holiday then on the next succeeding business day at the same hour and place.  At such meetings, directors shall be elected, reports of the affairs of the Bank shall be considered, and any other business may be transacted which is within the powers of the stockholders.

SECTION 2.  Special Meetings.  Special meetings of the stockholders, unless otherwise regulated by statute, for any purpose or purposes whatsoever, may be called at any time by the Board of Directors, the chief executive officer or one or more stockholders holding not less than one-fifth of the voting power of the Bank.  Such meetings shall be held at the head office of the Bank or other convenient place duly authorized by the Board of Directors.

SECTION 3.  Notice of Meetings.  Unless otherwise provided by statute, a notice of the time, place and purpose of every annual and special meeting of the stockholders shall be given by first-class mail, postage prepaid, mailed at least 10 days prior to the date of such meeting to each stockholder of record at his or her address as shown upon the books of the Bank, or if no address is shown, at 464 California Street, San Francisco, California.  Except as otherwise provided by statute, the transactions of any meeting of stockholders, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the stockholders entitled to vote, not present in person or by proxy, signs a written waiver of notice of such meeting.  All such waivers shall be filed with the records of the Bank or made a part of the minutes of the meeting.

SECTION 4.  Proxies.  Stockholders may vote at any meeting of the stockholders by proxies duly authorized in writing, but no officer or employee of the Bank shall act as proxy.  Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting.  Proxies shall be dated and shall be filed with the records of the meeting.

SECTION 5.  Quorum.  Except as otherwise provided by law, the attendance of the holders of a majority of the capital stock issued and outstanding and entitled to vote, either present in person or represented by proxy, is requisite and shall constitute a quorum for the transaction of business at all meetings of the stockholders.  A majority of the votes cast shall decide every question or matter submitted to the stockholders at any meeting, unless otherwise provided by law or by the Articles of Association.

SECTION 6.  Written Consents.  Any action required or permitted to be taken by the stockholders may be taken without a meeting if all stockholders shall individually or collectively consent in

writing to such action.  Any such written consent shall be filed with the minutes of the proceedings of the stockholders.  Such action by written consent shall have the same force and effect as the unanimous vote of the stockholders.

ARTICLE II

DIRECTORS

SECTION 1.  Corporate Powers, Number.  The corporate powers of this Bank shall be vested in and exercised by a Board of Directors consisting of five members.

SECTION 2.  Election, Vacancies.  The directors shall be elected by ballot at the annual meeting of the stockholders.  Each director shall serve until the organizational meeting of the Board of Directors held pursuant to Section 3 of this Article in the year next following his or her election and until his or her successor has been elected and has qualified.  Vacancies in the Board of Directors shall be filled by the majority vote of the other directors then in office or by the stockholders.

SECTION 3.  Organizational Meeting.  The directors, without further notice, shall meet on the next business day immediately following the adjournment of the stockholders’ meeting at which they have been elected and shall, pursuant to Section 1 of Article III hereof, proceed to elect the officers of the Bank.  At said meeting the Board of Directors may consider and act upon any other business which may properly be brought before the meeting.

SECTION 4.  Place of Meetings.  The Board of Directors shall hold its meetings at the head office of the Bank or at such other place as may from time to time be designated by the Board of Directors or by the chief executive officer.

SECTION 5.  Regular Meetings.  Regular meetings of the Board of Directors shall be held on such days and at such time as may be designated from time to time for such purpose by the Board of Directors.  If the day of any regular meeting shall fall upon a bank holiday, the meeting shall be held at the same hour on the first day following which is not a bank holiday.  No call or notice of a regular meeting need be given unless the meeting is to be held at a place other than the head office of the Bank.

SECTION 6.  Special Meetings.  Special meetings shall be held when called by the chief executive officer or at the written request of two directors.

SECTION 7.  Quorum; Adjourned Meetings.  A majority of the authorized number of directors shall constitute a quorum for the transaction of business.  A majority of the directors present, whether or not a quorum, may adjourn any meeting to another time and place, provided that, if the meeting is adjourned for more than 30 days, notice of the adjournment shall be given in accordance with these By-Laws.

SECTION 8.  Notice; Waivers of Notice.  Notice of special meetings and notice of regular meetings held at a place other than the head office of the Bank shall be given to each director, and notice of a meeting adjourned for more than 30 days shall be given prior to the adjourned meeting to all directors not present at the time of the adjournment.  No such notice need specify the purpose of the meeting.  Such notice shall be given four days prior to the meeting if given by mail or on the day preceding the day of the meeting if delivered personally or by telephone, facsimile, telex or telegram.  Such notice shall be addressed or delivered to each director at such director’s address as shown upon the records of the Bank or as may have been given to the Bank by the director for the purposes of notice.  Notice need not be given to any director who signs a waiver of notice (whether before or after the meeting) or who attends the meeting without

protesting the lack of notice prior to its commencement.  All such waivers shall be filed with and made a part of the minutes of the meeting.

SECTION 9.  Written Consents.  Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors shall individually or collectively consent in writing to such action.  Any such written consent shall be filed with the minutes of the proceedings of the Board of Directors.  Such action by written consent shall have the same force and effect as the unanimous vote of the directors.

SECTION 10.  Telephonic Meetings.  A meeting of the Board of Directors or of any committee thereof may be held through the use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.  Participation in such a meeting shall constitute presence at such meeting.

SECTION 11.  Compensation.  Directors shall receive no compensation as such for attendance at meetings of the Board of Directors or of its committees.

SECTION 12. Executive Committee.  There shall be an Executive Committee consisting of the Chairman of the Board, presiding, and the President.  The Executive Committee shall be subject to the control of the Board of Directors but, subject thereto, it shall have the fullest authority to act for and on behalf of the Bank and it shall have all of the powers of the Board of Directors, which, under the law, is possible for the Board of Directors to delegate to such a Committee, including the supervision of the general management direction and superintendence of the business affairs of the Bank.

SECTION 13.  Other Committees; Alternate Members.  By resolution adopted by a majority of the authorized number of directors, the Board of Directors may constitute one or more committees to act as or on behalf of the Board of Directors.  Each such committee shall consist of one or more directors designated by the Board of Directors to serve on such committee at the pleasure of the Board of Directors.  The Board of Directors may designate one or more directors as alternate members of any committee, which alternate members may replace any absent member at any meeting of such committee in the order designated.  Failing such designation and in the absence or disqualification of a member of a Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

SECTION 14.  Committee Members’ Term of Service.  Each Committee member shall serve until the organizational meeting of the Board of Directors held pursuant to Section 3 of this Article in the year next following his or her election and until his or her successor has been elected and has qualified, but any such member may be removed at any time by the Board of Directors.  Vacancies in any of said committees, however created, shall be filled by the Board of Directors.

SECTION 15.  Committee Meeting Procedures.  Subject to these By-Laws and the Board of Directors, each Committee shall have the power to determine the form of its organization, and the provisions of these By-Laws governing the calling, notice and place of special meetings of the Board of Directors shall apply to all meetings of any Committee unless such committee fixes a time and place for regular meetings in which case notice for such meeting shall be unnecessary.  The provisions of these By-Laws regarding meetings of the Board of Directors, however called or noticed, shall apply to all meetings of any Committee.  A majority of the members of any such committee shall be necessary to constitute a quorum and sufficient for the transaction of business and any act of a majority present at a meeting of any such committee of which there is a quorum present shall be the act of such committee.  Any action which may be taken at a meeting of any Committee of the Board may be taken without a meeting, if all members of

said Committee individually or collectively consent in writing to such action.  Such written consent or consents shall be filed with the minutes of the proceedings of said Committee and shall have the same force and effect as the unanimous vote of the Committee members.  Each committee shall cause to be kept a full and complete record of its proceedings, which shall be available for inspection by any director.  There shall be presented at each meeting of the Board of Directors copies of the minutes of all proceedings and all actions taken by written consent of each committee since the preceding meeting of the Board of Directors.

ARTICLE III

OFFICERS

SECTION 1.  Officers, Election.  The Bank shall have (i) a Chairman of the Board, (ii) a President and (iii) a Secretary.  The Bank also may have one or more Vice Chairmen, one or more Executive Vice Presidents, one or more Senior Managing Directors, a Controller, one or more Managing Directors, one or more Senior Vice Presidents, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries and such other officers as may be created by the Board, the Chief Executive Officer or any officer or committee whom the Board orthe Chief Executive Officer may authorize to perform this duty.  The Chairman of the Board and the President shall be elected from among the members of the Board of Directors.  The following offices shall be filled only pursuant to election by the Board of Directors:  Chairman of the Board, President, Vice Chairman, Executive Vice President, Senior Vice President, Senior Trust Officer, Controller and Secretary.  Other officers may be appointed by the Board,the Chief Executive Officer or by any officer or committee who may be authorized to perform this duty by the Board orthe Chief Executive Officer.  All officers shall hold office at will, at the pleasure of the Board of Directors, the Chief Executive Officer, the officer or committee having the authority to appoint such officers, and the officer or committee authorized by the Board orthe Chief Executive Officer to remove such officers, and may be removed at any time, with or without notice and with or without cause.  No authorization by the Chief Executive Officer to appoint or remove officers shall be effective unless done in writing and signed by the Chief Executive Officer.  One person may hold more than one office except the offices of President and Secretary may not be held by the same person.

SECTION 2.  Chairman of the Board.  The Chairman of the Board shall, when present, preside at all meetings of stockholders and of the Board of Directors and shall be the chief executive officer of the Bank.  As chief executive officer he shall, subject to the provisions of these By-Laws and such resolutions of the Board of Directors as shall be in effect from time to time, exercise general supervision over the property, affairs and business of the Bank and prescribe or, to the extent that he shall deem appropriate, designate an officer or committee or prescribe the duties, authority and signing powers of all other officers and employees.  The Chairman of the Board shall preside at all meetings of the Executive Committee.

SECTION 3.  President.  The President shall, subject to these By-Laws, exercise such powers and perform such duties as may from time to time be prescribed by the Board of Directors.  In the absence of the Chairman of the Board, the President shall preside over the meetings of the stockholders and of the Board of Directors.

SECTION 4.  Absence or Disability of Chief Executive Officer.  In the absence or disability of the Chairman of the Board, the President shall act as chief executive officer.  In the absence or disability of the Chairman of the Board and the President, the officer designated by the Board of Directors or, if there be no such designation, the officer designated by the Chairman of the Board shall act as the chief executive officer.  The Chairman of the Board shall at all times have on file with the Secretary his written designation of the officer from time to time so designated by him to act as the chief executive officer in his absence or disability and in the absence or disability of the President.

SECTION 5.  Secretary.  The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Executive Committee and shall perform such other duties as may be prescribed by the Board of Directors or the chief executive officer.  The Secretary is assigned all of the duties previously assigned to, or authorized by law, custom or usage to be performed by, a cashier.  In the absence of the Secretary, one of the Assistant Secretaries, or an officer designated by the chief executive officer, shall perform the duties and functions of the Secretary.

ARTICLE IV

EMERGENCY PROCEDURES

SECTION 1.  “Emergency” Defined.  As used in this Article, “emergency” shall mean any disorder, disturbance or damage caused by or resulting from any natural disaster, act of God, act of war, enemy attack, outbreak of hostilities, civil unrest or other similar cause or event beyond the control of the Bank which prevents management by the Board of Directors and conduct by the officers of the business and affairs of the Bank in the manner provided for in the Articles of Association and in the other Articles of these By-Laws.  The powers and duties conferred and imposed by this Article and any resolutions adopted pursuant hereto shall be effective only during an emergency.  This Article may be implemented from time to time by resolutions adopted by the Board of Directors before or during an emergency, or during an emergency by the Executive Committee or an Emergency Managing Committee constituted and then acting pursuant hereto.  An emergency, once commenced, shall be deemed to continue until terminated by resolutions adopted for that purpose by the Board of Directors.  During an emergency the provisions of this Article and any implementing resolutions shall supersede any conflicting provisions of any Article of these By-Laws or resolutions adopted pursuant thereto.

SECTION 2.  Conduct of Affairs.  During any emergency, the officers and employees of the Bank shall continue, so far as possible, to conduct the affairs and business of the Bank under the guidance of the Board of Directors, or the Executive Committee or any Emergency Managing Committee acting pursuant to this Article, and in accordance with known orders of governmental authorities.

SECTION 3.  Power of Executive Committee.  If, during any emergency, a quorum of either the Board of Directors or the Executive Committee cannot be found or is unable to act, any available member of the Executive Committee shall constitute a quorum of the Executive Committee and as such shall have and may exercise the fullest power to conduct and manage the business and affairs of the Bank and to relocate the head office or any other office or branch as circumstances may require, provided that the Executive Committee shall, during any emergency, comply with Sections 1 and 2 of Article I, relating to annual and special meetings of the stockholders, to the extent that such compliance is practicable.  If no member of the Executive Committee is available to serve, any two or more available directors shall be deemed to constitute a quorum of the Executive Committee for exercise of the powers conferred and performance of the duties imposed by this Section 3.

SECTION 4.  Power of Emergency Managing Committee.  If, during any emergency, neither a quorum of the Board of Directors nor the Executive Committee as provided in Section 3 above is available to serve, then the powers conferred and duties imposed by said Section 3 shall be vested in and devolve upon an Emergency Managing Committee consisting of all available directors, the then acting chief executive officer if he or she is available, and as many Vice Presidents or officers senior thereto as may be necessary to constitute a total of five committee members.  If officers are needed to serve on the Emergency Managing Committee initially, or to fill vacancies from time to time, such vacancies shall be filled by the available Vice Presidents and officers senior thereto assigned to the head office as constituted prior to the emergency in order of their rank and seniority.  If a sufficient number of such officers is not available, such vacancies shall be filled by other Vice Presidents selected by the incumbent members of the Emergency

Managing Committee.  Any two members of the Emergency Managing Committee and the then acting chief executive officer, if he or she is available, shall constitute a quorum of the Emergency Managing Committee and shall have and exercise all of the powers conferred and perform the duties imposed by this Section 4.  If the then acting chief executive officer is not available, any three members of the Emergency Managing Committee shall constitute a quorum of said committee.

ARTICLE V

DEPOSITS

The Board of Directors shall have the right to establish the terms and conditions of agreements, rules and regulations upon which deposits may be made with and will be repaid by the Bank or any office of the Bank.  Subject to the exercise of such right by the Board of Directors and to applicable law, and not inconsistent therewith, the chief executive officer of the Bank, or such other officer or officers or committee whom he may authorize to perform this duty, or the designees of such officer, officers or committee, shall establish the terms and conditions of agreements, rules and regulations with respect to such deposits.

ARTICLE VI

INDEMNIFICATION

SECTION 1.  Action, etc. Other Than by or in the Right of the Bank.  The Bank shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding or investigation, whether civil, criminal or administrative, and whether external or internal to the Bank (other than a judicial action or suit brought by or in the right of the Bank), by reason of the fact that he or she is or was an Agent (as hereinafter defined) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Agent in connection with such action, suit or proceeding, or any appeal therein, if the Agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Bank and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful.  The termination of any action, suit or proceeding -- whether by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent -- shall not, of itself, create a presumption that the Agent did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Bank and, with respect to any criminal action or proceeding, that the Agent had reasonable cause to believe that his or her conduct was unlawful. For purposes of this Article, an “Agent” shall be any director, officer or employee of the Bank, or any person who, being or having been such a director, officer or employee, is or was serving at the request of the Bank as a director, officer, employee, trustee or agent of another bank, corporation, partnership, joint venture, trust or other enterprise.

SECTION 2.  Action, etc. by or in the Right of the Bank.  The Bank shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed judicial action or suit brought by or in the right of the Bank to procure a judgment in its favor by reason of the fact that such person is or was an Agent (as defined above) against expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by such person in connection with the defense, settlement or appeal of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Bank, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Bank unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of

the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

SECTION 3.  Determination of Right of Indemnification or Contribution.  Unless otherwise ordered by a court, any indemnification under Section 1 or 2, and any contribution under Section 6, of this Article shall be made by the Bank or an Agent unless a determination is reasonably and promptly made, either (i) by the Board of Directors acting by a majority vote of a quorum consisting of directors who were not party to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or if obtainable and such quorum so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders, that such Agent acted in bad faith and in a manner that such Agent did not believe to be in or not opposed to the best interests of the Bank or, with respect to any criminal proceeding, that such Agent believed or had reasonable cause to believe that his or her conduct was unlawful.

SECTION 4.  Advances of Expenses.  Except as limited by Section 5 of this Article, costs, charges and expenses (including attorneys’ fees) incurred by an Agent in defense of any action, suit, proceeding or investigation of the nature referred to in Section 1 or 2 of this Article or any appeal therefrom shall be paid by the Bank in advance of the final disposition of such matter; provided, however, that if the General Corporation Law of Delaware then would by analogy so require, such payment shall be made only if the Agent shall undertake to reimburse the Bank for such payment in the event that it is ultimately determined, as provided herein, that such person is not entitled to indemnification.

SECTION 5.  Right of Agent to Indemnification or Advance Upon Application; Procedure Upon Application.  Any indemnification under Section 1 or 2, or advance under Section 4, of this Article shall be made promptly and in any event within 90 days, upon written request of the Agent, unless with respect to an application under said Sections 1 or 2 an adverse determination is reasonably and promptly made pursuant to Section 3 of this Article or unless with respect to an application under said Section 4 an adverse determination if made pursuant to said Section 4.  The right to indemnification or advances as granted by this Article shall be enforceable by the Agent in any court of competent jurisdiction if the Board of Directors or independent legal counsel improperly denies the claim, in whole or in part, or if no disposition of such claim is made with 90 days.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action, suit or proceeding in advance of its final disposition where any required undertaking has been tendered to the Bank) that the Agent has not met the standards of conduct which would require the Bank to indemnify or advance the amount claimed, but the burden of proving such defense shall be on the Bank.  Neither the failure of the Bank (including the Board of Directors, independent legal counsel and the stockholders) to have made a determination prior to the commencement of such action that indemnification of the Agent is proper in the circumstances because he or she has met the applicable standard of conduct, nor an actual determination by the Bank (including the Board of Directors, independent legal counsel and the stockholders) that the agent had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Agent had not met the applicable standard of conduct.  The Agent’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Bank.

SECTION 6.  Contribution.  In the event that the indemnification provided for in this Article is held by a court of competent jurisdiction to be unavailable to an Agent in whole or in part, then in respect of any threatened, pending or completed action, suit or proceeding in which the Bank is jointly liable with the Agent (or would be if joined in such action, suit or proceeding), to the extent that would by analogy be permitted by the General Corporation Law of Delaware the Bank shall contribute to the amount of expenses (including attorneys fees) judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the Agent in such proportion as is appropriate to reflect (i) the relative benefits received by the Bank on the one hand and the Agent on the other from the transaction from which

such action, suit or proceeding arose and (ii) the relative fault of the Bank on the one hand and of the Agent on the other in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Bank on the one hand and of the Agent on the other shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts.

SECTION 7.  Other Rights and Remedies.  Indemnification under this Article shall be provided regardless of when the events alleged to underlie any action, suit or proceeding may have occurred, shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  All rights to indemnification and advancement of expenses under this Article shall be deemed to be provided by a contract between the Bank and the Agent who serves as such at any time while these By-Laws and other provisions of the General Corporation Law of Delaware that would by analogy be relevant and other applicable law, if any, are in effect.  Any repeal or modification thereof shall not affect any rights or obligations then existing.

SECTION 8.  Insurance.  Upon resolution passed by the Board of Directors, the Bank may purchase and maintain insurance on behalf of any person who is or was an Agent against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, regardless of whether the Bank would have the power to indemnify such person against such liability under the provisions of this Article.  The Bank may create a trust fund, grant a security interest or use other means, including without limitation a letter of credit, to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

SECTION 9.  Constituent Corporations.  For the purposes of the Article, references to the Bank include all constituent banks (including any constituent of a constituent) absorbed in a consolidation or merger as well as the resulting or surviving bank, so that any person who is or was a director, officer or employee of such a constituent bank or who, being or having been such a director, officer or employee, is or was serving at the request of such constituent bank as a director, officer, employee or trustee of another bank, corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving bank as such person would if he or she had served the resulting or surviving bank in the same capacity.

SECTION 10.  Other Enterprises; Fines; Serving at Bank’s Request.  For purposes of this Article, references to “other enterprise” in Section 1 and 9 shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Bank” shall include any service by an Agent as director, officer, employee, trustee or agent of the Bank which imposes duties on, or involves services by, such Agent with respect to any employee benefit plan, its participants, or beneficiaries.  A person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Bank” for purposes of this Article.

SECTION 11.  Savings Clause.  If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Bank shall nevertheless indemnify each Agent as to expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit, appeal, proceeding or investigation, whether civil, criminal or administrative, and whether internal or external, including a grand jury proceeding and an action or suit brought by or in the right of the Bank, to the full extent permitted by the applicable portion of this Article that shall not have been invalidated, or by any other applicable law.

SECTION 12.  Actions Initiated by Agent.  Anything to the contrary in this Article notwithstanding, the Bank shall indemnify any agent in connection with an action, suit or proceeding initiated by such Agent (other than actions, suits, or proceedings commenced pursuant to Section 5 of this Article) only if such action, suit or proceeding was authorized by the Board of Directors.

SECTION 13.  Statutory and Other Indemnification.  Notwithstanding any other provision of this Article, in any administrative proceeding or civil action not initiated by a federal bank regulatory agency, the Bank shall indemnify any Agent and advance expenses incurred by such Agent in any action, suit or proceeding of the nature referred to in Section 1 or 2 of this Article to the fullest extent that would by analogy be permitted by the General Corporation Law of Delaware, as the same may be amended from time to time, except that no amount shall be paid pursuant to this Article in the event of an adverse determination pursuant to Section 3 of this Article or in respect of remuneration to the extent that it shall be determined to have been paid in violation of law.  The rights to indemnification and advancement of expenses provided by any provision of this Article, including without limitation those rights conferred by the preceding sentence, shall not be deemed exclusive of, and shall not affect, any other rights to which an Agent seeking indemnification or advancement of expenses may be entitled under any provision of any law, articles of association, by-law, agreement or by any vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while serving as an Agent.  The Bank may also provide indemnification and advancement of expenses to other persons or entities to the extent deemed appropriate.  Notwithstanding any provision in these By-Laws, an Agent shall be indemnified in any administrative proceeding or civil action initiated by a federal bank regulatory agency to the extent reasonable and consistent with the provisions of Section l828(k) of Title 12 of the United States Code and the implementing regulations thereunder.

ARTICLE VII

MISCELLANEOUS

SECTION 1.  Certificates of Stock.  All certificates of the Bank’s stock shall be signed by the President or a Vice President and shall be countersigned by the Secretary or an Assistant Secretary and shall bear the corporate seal or a facsimile thereof.

SECTION 2.  Seal.  The seal of the Bank shall be in the form of two concentric circles between which shall be the phrases “National Association” and “Formerly Wells Fargo Bank American Trust Company” and in the center of which shall be the words “Wells Fargo Bank” surrounded by a diamond of which the upper left and lower right sides shall consist of three lines and the upper right and lower left sides shall consist of a solid line of the same width as the three lines comprising the other two sides.

SECTION 3.  Execution of Written Instruments.  All written instruments shall be binding upon the Bank if signed on its behalf by (i) any two of the following Officers:  the Chairman of the Board, the President, any Vice Chairman, any Executive Vice President or any Senior Managing Director or (ii) any one of the foregoing officers signing jointly with any Managing Director or any Senior Vice President.  Whenever any other officer or person shall be authorized to execute any agreement, document or instrument by resolution of the Board of Directors, or by the Chief Executive Officer, or by any officer or committee designated by the Chief Executive Officer, or by any two of the officers identified in the immediately preceding sentence, such execution by such other officer or person shall be equally binding upon the Bank.

SECTION 4.  Ownership Interests in Other Entities.  With respect to another corporation, limited liability company, partnership or any other legal entity in which the Bank has or may acquire an ownership interest, the Chairman of the Board, the President, the Chief Financial Officer or the Treasurer, acting alone, or any other officer or officers appointed from time to time by the Board of Directors or the

Executive Committee thereof, may authorize, sign and deliver on behalf of the Bank (i) any proxy, written consent, ballot or other similar instrument solicited by the entity from its owners, (ii) any stock power, assignment, bill of sale or other instrument transferring all or any part of the Bank’s ownership of the entity or any agreement, instrument or other document relating thereto and (iii) any purchase of stock or other ownership interest in or contribution to the capital of such entity or any agreement, instrument or other document authorizing or evidencing the same.

SECTION 5.  Amendments.  Subject to the right of the stockholders to adopt, amend or repeal By-Laws, these By-Laws may be altered, amended or repealed by the affirmative vote of a majority of the authorized number of directors.

SECTION 6.  Corporate Governance.  To the extent not inconsistent with applicable federal banking statutes or regulations or the safety and soundness of this Association, this Association hereby elects to follow the corporate governance procedures of the Delaware General Corporation Law, as the same may be amended from time to time.

Wells Fargo Bank, N.A.

Board of Directors

November 25, 2003

GENERAL SIGNING AUTHORITY

RESOLVED, that agreements, instruments, or other documents, including amendments and modifications thereto, relating to or affecting the property or business and affairs of the Bank, whether acting for its own account or in a fiduciary or other representative capacity, may be executed in its name by the persons hereinafter authorized;

FURTHER RESOLVED, that for the purposes of these resolutions, “Executive Officer” shall mean any person specifically designated as an Executive Officer of the Bank by resolution of the Board of Directors, and “Signing Officer” shall mean the Chairman of the Board, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, the Treasurer, any Vice President, any Assistant Vice President, any person whose title includes the word “Officer” (e.g., Commercial Banking Officer, Personal Banking Officer, Trust Officer), or any other person whose title has been or is hereafter designated by the Board of Directors as a title for an officer of the Bank, and such officers are hereby authorized to sign agreements, instruments and other documents on behalf of the Bank in accordance with the signing authorities conferred in Parts A, B and C of these resolutions;

A.  Executive Officers

FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President and any Executive Officer of the Bank, acting alone, may execute agreements, guaranties, instruments or other documents which such officer may deem necessary, proper or expedient to the conduct of the business of the Bank;

B.  Vice Presidents and Above

FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President and any Vice President, acting alone, may execute on behalf of the Bank:

1.Deeds, leases, assignments, bills of sale, purchase agreements and other instruments of conveyance to purchase, sell, lease or sublease to or from a third party real property, or any interest therein, for the Bank’s own account; provided, however, that such agreements, instruments and other documents may also be signed as hereinafter provided with respect to real property acquired by the Bank in connection with collateral for a loan.

2.Bonds of indemnity and powers of attorney; provided, however, that proxies to vote stock in a corporation or to vote other interests in other legal entities and stock and bond powers may also be signed as hereinafter provided.

C.  Signing Officers

FURTHER RESOLVED, that any Signing Officer, acting alone, may execute on behalf of the Bank, whether acting for its own account or in a fiduciary or other representative capacity:

[Lending]

1.Loan and credit agreements, commitments to make or purchase loans, notes or other debt instruments, allonges, funds transfer agreements, escrow instructions, development agreements, participation agreements (including risk participation agreements), certificates of participation, reimbursement agreements and similar documents related to the extension of credit; provided, however, that the foregoing authority shall exclude letters of credit.

[Collateral]

2.[Personal Property.]  Security agreements, financing statements, continuation statements, termination statements and statements of assignment with respect to the Bank’s interest in personal property as collateral; releases of security interests in and liens upon personal property; and agreements and other documents to establish and transact business through brokerage or deposit accounts for the purpose of holding or disposing of securities or monies held as collateral.

3.[Real Property.]  Agreements, instruments, certificates and other documents which establish, evidence, modify or terminate, in whole or in part, the Bank’s security interest in real property or in any mineral, well or water rights pertaining to real property, including without limitation any and all deeds, easements, liens, deeds or declarations of trust, mortgages, assignments, acknowledgments of assignment, assumption or subordination or non-disturbance or attornment agreements, cancellations and other terminations of insurance or guaranties, substitution of trustees, releases, satisfactions, discharges, reconveyances, acceptances, allonges, note endorsements or cancellations, certificates of redemption, assignments of sheriff’s certificates, subdivision and other maps, conditions, covenants and restrictions, encumbrances, agreements and other instruments, including instruments which convert an interest in real property to a condominium or otherwise modify the nature or intended use of such property as set forth in any map, lot-line adjustment or other land-use documentation required by any governmental entity; and any consents, waivers, modifications, estoppels, requests, demands, claims for or check endorsements representing insurance proceeds, notices, certificates, statements, memoranda, applications, permits, notices of default, elections to sell or cause to be sold real property securing any extension of credit made by the Bank, notices to a trustee under any deed of trust or under any other document relating to such property or credit, set-aside and other letters and other agreements, instruments and other documents which may be necessary or appropriate in the discretion of a Signing Officer for the purpose of servicing such credit or enforcing the rights of the Bank thereunder or foreclosing on such credit or disposing of such property, including without limitation powers of attorney, bills of sale, deeds, escrow instructions, affidavits, real estate brokerage agreements, listing agreements and other agreements, instruments and other documents which may be necessary or appropriate in the discretion of a Signing Officer for the purpose of administering or disposing of such property.

[Credit Administration]

4.Demands, notices of acceleration, extensions of time or forbearances or waivers regarding any note, indebtedness or other obligation held by the Bank; and ballots, written consents or other instruments to vote the Bank’s interest or give its consent as the holder of a debt obligation or as a member of a creditors’ committee.

5.Claims of the Bank as a creditor of a decedent or of a party in any bankruptcy, receivership, insolvency or similar proceeding, or any other claim of the Bank in any other type of action or proceeding.

[Assets]

6.[Securities]  Powers of attorney, contracts or bills of sale, assignments and other instruments to transfer and assign stocks, bonds and other securities together with any related brokerage or account agreements and proxies, ballots, written consents, waivers, agreements, instruments and other documents to vote the Bank’s interest or otherwise act on its behalf as a stockholder in a corporation or as the owner of any other equity interest in any other entity.

7.[Funds]  Checks, drafts, wire transfer orders, and other instruments and orders directing the payment or disbursement of funds.

8.[Bank’s Personal Property]  Purchase agreements or orders, bills of sale, assignments, leases, subleases and other instruments of conveyance to purchase, sell, lease or sublease to or from a third party personal property, or any interest therein, for the Bank’s own account.

9.[Collateral, Trust and Other Property]  Agreements, instruments and other documents to effect any sale or other disposition of any real or personal property currently held or originally acquired in connection with collateral for a loan or to effect any purchase or sale of real or personal property held or to be held in any fiduciary or other representative capacity; any and all leases, subleases, rental agreements and other contracts or instruments required to effect any lease, sublease or rental of any such property either for or by the Bank; and any and all management agreements, construction contracts and other contracts required to be executed in the course of the management, maintenance, improvement and/or operation of any real or personal property owned, held or leased by the Bank, however acquired.

[Customer Accounts and Services]

10.Cashier’s checks, money orders, certificates of deposit, savings certificates, check certifications and other similar obligations.

11.Receipts for any funds or other property paid or delivered to the Bank.

12.Guaranties of signatures, whether appearing as endorsements of bonds, certificates of stock, or other securities, including without limitation medallion guaranties provided in connection with a medallion stamp, or otherwise.

13.Certifications of records, confirmations and affidavits.

14.Agreements, instruments and other documents establishing or relating to any deposit account or the collateralization thereof.

[Service Contracts]

15.       Agreements and proposals to provide services to or receive services from third parties.

[Governmental Reporting; Legal Proceedings]

16.Tax returns and all reports, applications and other filings made with any federal, state or local governmental department, agency, body or official.

17.Pleadings, petitions, accounts, and other documents to be filed in any court, administrative or other proceeding, including verifications thereof.

[Trust Administration]

18.Any and all agreements, instruments and other documents to enable the Bank to withdraw, collect or receive any sums or property in which the Bank has an interest as executor, administrator, administrator with will annexed, special administrator, guardian, trustee or in any other representative or fiduciary capacity, and to execute and deliver any checks, drafts, receipts, orders or other documents as may be necessary, proper or convenient in connection therewith; any declination, renunciation or resignation by the Bank from any fiduciary or other representative position; petitions for the appointment or the confirmation of appointment of the Bank in any fiduciary or other representative capacity and certificates of the incumbency of the Bank as trustee or any of its officers acting on its behalf in such capacity; certificates of assets held in any account with the Bank; and any other agreement, instrument or other document signed by the Bank in a fiduciary or other representative capacity.

[Corporate Trust]

19.Trust indentures, declarations of trust, trust and agency agreements, pooling and servicing agreements, fiscal and paying agency agreements, acceptances thereof, consents thereto and any similar agreements, however denominated, to which the Bank is a party in a fiduciary or other representative capacity; certificates of authentication or other indicia of valid issuance with respect to bonds, notes, debentures and other securities or obligations issued under any indenture, mortgage, trust or other agreement; certificates for securities deposited, interim certificates and other certificates for and on behalf of the Bank as depository or agent; countersignatures of stocks, bonds, notes, debentures, voting trust certificates, participation certificates and other certificates, instruments, obligations or other securities on behalf of the Bank as trustee, fiscal and paying agent, transfer agent, registrar or in another similar capacity; and certificates of cancellation and cremation of stocks, bonds, debentures or other securities.

D. Designated Signers; Other Officers; Certification; Effect of Previous Resolutions

FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President and any Executive Officer, acting alone, by filing a written authorization with the Secretary of the Bank, may authorize other persons (“Designated Signers”) to execute any of the agreements, instruments, or other documents contemplated in the preceding resolutions, but only to the extent of the authorizing officer’s own authority thereunder, which Designated Signer shall retain such authority until relieved of it in a written instrument filed with the Secretary of the Bank by the authorizing officer, another officer of equal or greater authority, the Board of Directors or any committee thereof or until termination of the Designated Signer’s employment with the Bank or any of its affiliates;

FURTHER RESOLVED, that for purposes of the foregoing resolutions, the signing authority of a Senior Managing Director shall be equivalent to that of an Executive Vice President, and the signing authority of a Managing Director shall be equivalent to that of a Senior Vice President;

FURTHER RESOLVED, that the signature of the Secretary or of any Assistant Secretary of the Bank shall be required to certify any resolution adopted by the Board of Directors of the Bank or any committee thereof, the incumbency, title or signature of any officer of the Bank and any designation of authority under these resolutions or otherwise, and the Secretary or any Assistant Secretary of the Bank may also certify any records or other documents created in the ordinary course of the business of the Bank; and

FURTHER RESOLVED, that these resolutions shall supersede any resolution previously adopted by the Board of Directors of the Bank or any committee thereof to the extent that such previous resolution is inconsistent herewith.

EXHIBIT 6

October 14, 2005

Securities and Exchange Commission

Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Marianna Stershic

Marianna Stershic

Vice President

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business June 30, 2005, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	13,712
Interest-bearing balances		1,968
Securities:
Held-to-maturity securities		0
Available-for-sale securities		24,158
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		1,518
Securities purchased under agreements to resell		905
Loans and lease financing receivables:
Loans and leases held for sale		32,024
Loans and leases, net of unearned income	249,760
LESS: Allowance for loan and lease losses	2,336
Loans and leases, net of unearned income and allowance		247,424
Trading Assets		6,313
Premises and fixed assets (including capitalized leases)		3,676
Other real estate owned		125
Investments in unconsolidated subsidiaries and associated companies		330
Customers’ liability to this bank on acceptances outstanding		94
Intangible assets
Goodwill		8,613
Other intangible assets		9,109
Other assets		14,151
Total assets		$	364,120
LIABILITIES
Deposits:
In domestic offices		$	255,501
Noninterest-bearing	81,024
Interest-bearing	174,477
In foreign offices, Edge and Agreement subsidiaries, and IBFs		28,344
Noninterest-bearing	3
Interest-bearing	28,341
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in doemestic offices		9,370
Securities sold under agreements to repurchase		3,423

	Dollar Amounts
	In Millions
Trading liabilities	4,966
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)	10,763
Bank’s liability on acceptances executed and outstanding	94
Subordinated notes and debentures	7,038
Other liabilities	10,508
Total liabilities	$	330,007
Minority interest in consolidated subsidiaries	64
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	520
Surplus (exclude all surplus related to preferred stock)	24,521
Retained earnings	8,517
Accumulated other comprehensive income	491
Other equity capital components	0
Total equity capital	34,049
Total liabilities, minority interest, and equity capital	$	364,120

I, Karen B. Martin, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Karen B. Martin

Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Howard Alkins
Carrie Tolstedt	Directors
Pat Callahan