Common use of DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT Clause in Contracts

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9HQ4, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9HQ4, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9 HQ4 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032001-TOP9TOP3, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032001-TOP9TOP3, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Distribution Account and in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) ), and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032002, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032005-TOP9TOP17, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032005-TOP9TOP17, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032005-TOP9 TOP17 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032005, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account and the Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary ServicersServicer, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5Sections 6.5 and 6.11; and (iv) to clear and terminate the Distribution Account and the Reserve Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9TOP15, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9TOP15, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9 TOP15 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032005, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary ServicersServicer, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9TOP16, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9TOP16, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9 TOP16 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032005, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account and the Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary ServicersServicer, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5Sections 6.5 and 6.11; and (iv) to clear and terminate the Distribution Account and the Reserve Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii) and (iii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank Xxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032007-TOP9HQ13, Distribution Account" and ", (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank Xxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032007-TOP9HQ13, Reserve Account." and (iii) the Class P Sub-Account to be held in trust for the benefit of the Holders of the Class P Certificates until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank, National Association, as Paying Agent on behalf of Xxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-HQ13, Class P Sub-Account". The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account, Reserve Account and Reserve Account the Class P Sub-account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement, it being understood that the Reserve Account and the Class P Sub-account may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank Xxxxx Fargo Bank, National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032007-TOP9 HQ13 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the any Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Wells Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of behalx xx LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesXxxxxxixxxxx, Series 20032006-TOP9HQ10, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Wells Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of behalx xx LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesXxxxxxixxxxx, Series 20032006-TOP9HQ10, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies cxxxix of the Paying Agent held under this Agreement, it being understood that the Reserve Account may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesXxxxxxixxxxx, Series 20032006-TOP9 HQ10 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, any Primary Servicer, the Primary Servicers Paying Agent or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, Servicer and the Trustee and other than Excess Liquidation Proceeds, into the Fiscal Agent Distribution Account and all Excess Liquidation ProceedsProceeds into the Reserve Account. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032007, and on the Master Servicer Remittance Date related to the final Distribution Date, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) account and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account and the Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the any Primary ServicersServicer, the Special Servicer, the Fiscal Agent Servicer and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the cxl Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders (other than the Class A-4FL Certificateholders and the Class A-MFL Certificateholders) pursuant to Section 6.5Sections 6.5 and 6.11 and to make distributions to the Class A-4FL Grantor Trust, in respect of the Class A-4FL Regular Interest, and to the Class A-MFL Grantor Trust, in respect of the Class A-MFL Regular Interest, with a credit for the amount of the Class A-4FL Net Swap Payment or the Class A-MFL Net Swap Payment, as applicable, deemed distributed by the Paying Agent to the Master Servicer's Floating Rate Account pursuant to Sections 5.3(c) and 6.12; and (iv) to clear and terminate the Distribution Account and the Reserve Account pursuant to Section 10.2. (c) On or before the Closing Date, the Paying Agent shall, and, with respect to Class A-4FL Net Swap Payments and the Class A-MFL Net Swap Payments, the Master Servicer shall, establish and maintain separate Floating Rate Accounts for the benefit of the Class A-4FL Certificateholders and the Class A-MFL Certificateholders. The Floating Rate Accounts established by the Master Servicer and referenced in the immediately succeeding sentence shall be described herein as the "Master Servicer's Class A-4FL Floating Rate Account" and the "Master Servicer's Class A-MFL Floating Rate Account", respectively. The Class A-4FL Floating Rate Account shall (i) at all times be an Eligible Account, (ii) be entitled: "Wells Fargo Bank, National Association, as Paying Agent on behalx xx LaSalle Bank National Association, as Trustee, in trust for Holders of the Morgan Stanley Capital I Trust 2006-HQ10, Floating Rate Account, Xxxxx X-0XX" and "Wells Fargo Bank, National Association, as Master Servicer for LxXxxxe Bank National Association, as Trustee for the Holders of Morgan Stanley Capital I Trust 2006-HQ10, Floating Rate Account, Xxxxx X-0XX", as applicable and (iii) relate solely to the Class A-4FL Certificates, and the Paying Agent (and, with respect to the Master Servicer's Class A-4FL Floating Rate Account, the Master Servicer) shall have the exclusive right to withdraw funds therefrom. The Class A-MFL Floating Rate Account shall (i) at all times be an Eligible Account, (ii) be entitled: "Wells Fargo Bank, National Association, as Paying Agent on behalx xx LaSalle Bank National Association, as Trustee, in trust for Holders of the Morgan Stanley Capital I Trust 2006-HQ10, Floating Rate Account, Xxxxx X-XXX" and "Wells Fargo Bank, National Association, as Master Servicer for LxXxxxe Bank National Association, as Trustee for the Holders of Morgan Stanley Capital I Trust 2006-HQ10, Floating Rate Account, Xxxxx X-XXX", as applicable and (iii) relate solely to the Class A-MFL Certificates, and the Paying Agent (and, with respect to the Master Servicer's Class A-MFL Floating Rate Account, the Master Servicer) shall have the exclusive right to withdraw funds therefrom. The Paying Agent shall deposit into the Class A-4FL Floating Rate Account (other than the Master Servicer's Class A-4FL Floating Rate Account) and the Class A-MFL Floating Rate Account (other than the Master Servicer's Class A-MFL Floating Rate Account) on or prior to each Distribution Date an amount equal to those amounts payable under the related Class A-4FL Regular Interest and Class A-MFL Regular Interest, respectively (in each case net of any payments to the Swap Counterparty made pursuant to Section 8.31(b) or Section 8.32(b) hereof) pursuant to Article VI hereof and shall deposit into the Class A-4FL Floating Rate Account (other than the Master Servicer's Class A-4FL Floating Rate Account) and the Class A-MFL Floating Rate Account (other than the Master Servicer's Class A-MFL Floating Rate Account), cxli respectively, all amounts received on the related Swap Contract in respect of such Distribution Date. With respect to the Master Servicer's Class A-4FL Floating Rate Account and the Master Servicer's Class A-MFL Floating Rate Account established by the Master Servicer on behalf of the Trustee, the Paying Agent, pursuant to Section 6.12, shall be deemed to have transferred, and to have directed the Master Servicer to deposit, into the Master Servicer's Class A-4FL Floating Rate Account and the Master Servicer's Class A-MFL Floating Rate Account, as applicable, on or prior to each Master Servicer Remittance Date an amount equal to that portion payable under the Class A-4FL Regular Interest or the Class A-MFL Regular Interest pursuant to Article VI hereof that is equal to the Class A-4FL Net Swap Payments or the Class A-MFL Net Swap Payments, as applicable, due to the Swap Counterparty under the related Swap Contract. Amounts in the Class A-4FL Floating Rate Account and the Class A-MFL Floating Rate Account shall be held uninvested. The Paying Agent shall make withdrawals from the Class A-4FL Floating Rate Account and the Class A-MFL Floating Rate Account under its control in the following order of priority and only for the following purposes: (i) to withdraw amounts deposited in the Class A-4FL Floating Rate Account and the Class A-MFL Floating Rate Account in error and pay such amounts to the Persons entitled thereto; (ii) to make distributions to the Holders of the Class A-4FL Certificates and the Class A-MFL Certificates pursuant to Section 6.12; (iii) to withdraw termination payments to purchase a replacement Swap Contract, if applicable; (iv) to pay the costs and expenses incurred by the Paying Agent in connection with enforcing the rights of the Trust under the Class A-4FL Swap Contract and the Class A-MFL Swap Contract only to the extent such costs and expenses were incurred in accordance with Section 6.12; provided, that the Paying Agent shall only be permitted to incur and reimburse itself out of the Class A-4FL Floating Rate Account and the Class A-MFL Floating Rate Account, respectively, with respect to any such costs and expenses which are in excess of any termination payment received from the Swap Counterparty and not otherwise applied to offset the expense of entering into a replacement Swap Contract if it has received the written consent of 100% of the holders of the Class A-4FL Certificates or the Class A-MFL Certificates, respectively, or has received a Rating Agency Confirmation (with respect to the Class A-4FL Certificates or the Class A-MFL Certificates, respectively) from each Rating Agency (the expense of such confirmation to be paid by the holders of the Class A-4FL Certificates or the Class A-MFL Certificates, as the case may be); and (v) to clear and terminate the Class A-4FL Floating Rate Account and the Class A-MFL Floating Rate Account pursuant to Section 9.1. (d) Pursuant to Section 8.31(b) or Section 8.32(b), as applicable, on the second Business Day prior to each Distribution Date the Paying Agent shall notify the Master Servicer of the amount of any payments from the Master Servicer's Class A-4FL Floating Rate Account or the Master Servicer's Class A-MFL Floating Rate Account to be made to the Swap Counterparty on or before 3:00 p.m. New York time on each Master Servicer Remittance Date, cxlii and the Master Servicer shall cause such payments to be made in accordance with this Agreement and the related Swap Contract.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032007-TOP9HQ12, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in 135 trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032007-TOP9HQ12, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement, it being understood that the Reserve Account may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032007-TOP9 HQ12 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, any Primary Servicer, the Primary Servicers Paying Agent or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9TOP10, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9TOP10, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 TOP10 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Federal Center Plaza Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032004, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo LaSalle Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032006-TOP9HQ8, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo LaSalle Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032006-TOP9HQ8, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible AccountsAccounts or in the case of the Reserve Account, a subaccount of the Distribution Account. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement, it being understood that the Reserve Account may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle U.S. Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032006-TOP9 HQ8 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, any Primary Servicer, the Primary Servicers Paying Agent or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc.Inc, Commercial Mortgage Pass-Through Certificates, Series 20032001-TOP9TOP1, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I I, Inc., Commercial Mortgage Pass-Through Certificates, Series 20032001-TOP9TOP1, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Distribution Account and in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) Amount, and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032001, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032006-TOP9TOP21, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032006-TOP9TOP21, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032006-TOP9 TOP21 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee Agent shall establish (with respect to clause (i)establish, on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf the name of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20032000-TOP9WF2, Distribution Account" and (ii) an -105- account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20032000-TOP9WF2, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Distribution Account and in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances on the Mortgage Loans made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) 5.2 and the P&I Advance Amount Amounts (other than the P&I Advance Amount Amounts for the Companion Loan) Loans), and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032000, amounts held in the Interest Reserve AccountSub-account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, thereof that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Agent's Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.56.4; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9TOP11, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9TOP11, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 TOP11 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032006-TOP9TOP23, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032006-TOP9TOP23, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible AccountsAccounts or in the case of the Reserve Account, a subaccount of the Distribution Account. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement, it being understood that the Reserve Account may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032006-TOP9 TOP23 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo LaSalle Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle HSBC Bank USA, National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCerxxxxxxtxx, Series 2003Xxxies 2006-TOP9HQ9, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo LaSalle Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle HSBC Bank USA, National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCerxxxxxxtxx, Series 2003Xxxies 2006-TOP9HQ9, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible AccountsAccounts or in the case of the Reserve Account, a subaccount of the Distribution Account. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement, it being understood that the Reserve Account may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle HSBC Bank USA, National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCerxxxxxxtxx, Series 2003Xxxies 2006-TOP9 HQ9 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, any Primary Servicer, the Primary Servicers Paying Agent or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9TOP12, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9TOP12, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 TOP12 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of (i) Excess Interest on the Mortgage Loans into the Excess Interest Sub-account and (ii) Xxxxxxx Xxxx Yield Maintenance Amounts into the Xxxxxxx Xxxx Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032004, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account and the Xxxxxxx Xxxx Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary ServicersServicer, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.56.5 and 6.11; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying AgentTrustee, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent Trustee determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc.I. Inc, Commercial Mortgage Pass-Through Certificates, Series 20032000-TOP9LIFE2, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I I, Inc., Commercial Mortgage Pass-Through Certificates, Series 20030000-TOP9XXXX0, Reserve Xxxxxxx Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Distribution Account and in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent Trustee held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent Trustee shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) 5.2 and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) Amount, and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032001, amounts held in the Interest Reserve Account. The Paying Agent Trustee shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Trustee and the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.56.4; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Wells Fargo Bank Minnesota, National Association, as Paying Agent on behalf ox xxxalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage PassPaxx-Through Xxxxugh Certificates, Series 2003-TOP9TOP12, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Wells Fargo Bank Minnesota, National Association, as Paying Agent on behalf ox xxxalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage PassPaxx-Through Xxxxugh Certificates, Series 2003-TOP9TOP12, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage PassPaxx-Through Xxxxugh Certificates, Series 2003-TOP9 TOP12 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of (i) Excess Interest on the Mortgage Loans into the Excess Interest Sub-accountaccount and (ii) Kimball Lane Yield Maintenance Amounts into the Kimball Lane Sub-acxxxxx. On any Xx xxy Master Servicer Remittance Date, the Master Servicer txx Xxxxxx Xxrvicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032004, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account and the Kimball Lane Sub-account) and the Reserve Account only for the following purposesfollxxxxx xxxxxxes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary ServicersServicer, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.56.5 and 6.11; and and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee Trustee, shall establish (with respect to clause (i)establish, on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf the name of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, LaSalle National Association, as Paying Agent on behalf of LaSalle Bank National AssociationBank, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital Morgxx Xxxnxxx Xxxital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20031999-TOP9WF1, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, LaSalle National Association, as Paying Agent on behalf of LaSalle Bank National AssociationBank, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Morgxx Xxxnxxx Xxxital I, Inc., Commercial Mortgage Pass-Through Certificates, Series 20031999-TOP9WF1, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Distribution Account and in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) 5.2 and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) Amount, and, on the Master Servicer Remittance Date occurring in March of any year, 80 90 commencing in March 20032000, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, thereof that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Agent's Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.56.4; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032001-TOP9TOP5, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032001-TOP9TOP5, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Distribution Account and in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032002, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Wells Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle LaXxxxx Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Txxxxxx Certificates, Series 20032006-TOP9TOP22, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Wells Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle LaXxxxx Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Txxxxxx Certificates, Series 20032006-TOP9TOP22, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible AccountsAccounts or in the case of the Reserve Account, a subaccount of the Distribution Account. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement, it being understood that the Reserve Account may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Txxxxxx Certificates, Series 20032006-TOP9 TOP22 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, Servicer and the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032007, and on the Master Servicer Remittance Date related to the final Distribution Date, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account and the Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary ServicersServicer, the Special Servicer, the Fiscal Agent Servicer and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5Sections 6.5 and 6.11; and (iv) to clear and terminate the Distribution Account and the Reserve Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee Trustee, shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Norwest Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc.I. Inc, Commercial Mortgage Pass-Through Certificates, Series 20032000-TOP9LIFE1, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Norwest Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I I, Inc., Commercial Mortgage Pass-Through Certificates, Series 20030000-TOP9XXXX0, Reserve Xxxxxxx Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Distribution Account and in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) 5.2 and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) Amount, and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032001, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent Servicer and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.56.4; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying AgentTrustee, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent Trustee determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National AssociationN.A., as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032001-TOP9PPM, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National AssociationN.A., as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032001-TOP9PPM, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Distribution Account and in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent Trustee held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent Trustee shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee Servicer and the Fiscal Agent and Trustee; provided, however, all Excess Liquidation Proceeds. The Paying Agent Proceeds identified to the Trustee by the Master Servicer shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans be deposited into the Excess Interest Sub-accountReserve Account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9TOP13, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9TOP13, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9 TOP13 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the -134- Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032005, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary ServicersServicer, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee Agent shall establish (with respect to clause (i)establish, on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf the name of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20032000-TOP9WF1, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20032000-TOP9WF1, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Distribution Account and in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) 5.2 and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) Amount, and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032000, amounts held in the Interest Reserve AccountSub-account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, thereof that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Agent's Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.56.4; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032002-TOP9TOP7, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032002-TOP9TOP7, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-113- 2002-TOP9 TOP7 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary ServicersServicer, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent Trustee determines is necessary) and maintain in its name, on behalf of the Trusteeas trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20031999-TOP9LIFE1, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I I, Inc., Commercial Mortgage Pass-Through Certificates, Series 20030000-TOP9XXXX0, Reserve Xxxxxxx Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Distribution Account and in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent Trustee held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent Trustee shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) 5.2 and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) Amount, and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032000, amounts held in the Interest Reserve Account. The Paying Agent Trustee shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent Servicer and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.56.4; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9TOP14, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9TOP14, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9 TOP14 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032005, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary ServicersServicer, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent Trustee determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9HQ3, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9HQ3, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent Trustee held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent Trustee in Eligible Investments selected by the Paying Agent Trustee which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent Trustee to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032004-TOP9 HQ3 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, Servicer or the Master Servicer, the Primary Servicers or the Trustee Servicer shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent Trustee as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent Trustee which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent Trustee deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent Trustee shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent Trustee shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032005, amounts held in the Interest Reserve Account. The Paying Agent Trustee shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Trustee and the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Wxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032007-TOP9TOP25, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Wxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032007-TOP9TOP25, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement, it being understood that the Reserve Account may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032007-TOP9 TOP25 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Wells Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle LaXxxxx Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Txxxxxx Certificates, Series 20032006-TOP9TOP24, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Wells Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle LaXxxxx Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Txxxxxx Certificates, Series 20032006-TOP9TOP24, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement, it being understood that the Reserve Account may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Txxxxxx Certificates, Series 20032006-TOP9 TOP24 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, Servicer and the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032007, and on the Master Servicer Remittance Date related to the final Distribution Date, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account and the Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary ServicersServicer, the Special Servicer, the Fiscal Agent Servicer and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5Sections 6.5 and 6.11; and (iv) to clear and terminate the Distribution Account and the Reserve Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20032001-TOP9TOP2, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20032001-TOP9TOP2, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Distribution Account and in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20032005-TOP9TOP20, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank MinnesotaBank, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20032005-TOP9TOP20, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Bear Xxxxxxx Xxxx Xxxxxx Capital I Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20032005-TOP9 TOP20 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying AgentTrustee, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent Trustee determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032000-TOP9PRIN, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032000-TOP9PRIN, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Distribution Account and in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent Trustee held under this Agreement. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP9 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent Trustee shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and Agent; provided, however, all Excess Liquidation Proceeds. The Paying Agent Proceeds identified to the Trustee by the Master Servicer shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans be deposited into the Excess Interest Sub-accountReserve Account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo LaSalle Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032005-TOP9HQ7, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo LaSalle Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032005-TOP9HQ7, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible AccountsAccounts or in the case of the Reserve Account, a subaccount of the Distribution Account. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement, it being understood that the Reserve Account may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle U.S. Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032005-TOP9 HQ7 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicers Servicers, the Paying Agent or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, Servicer and the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 20032006, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account and the Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent Servicer and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5Sections 6.5 and 6.11; and (iv) to clear and terminate the Distribution Account and the Reserve Account pursuant to Section 10.2.

DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT. (a) The Paying Agent, on behalf of the Trustee shall establish (with respect to clause (i), on or prior to the Closing Date, and with respect to clause (ii), on or prior to the date the Paying Agent determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the "Distribution Account"), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo LaSalle Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank Xxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032007-TOP9HQ11, Distribution Account" and (ii) an account (the "Reserve Account") to be held in trust for the benefit of the holders of interests in the Trust until disbursed pursuant to the terms of this Agreement, titled: "Xxxxx Fargo LaSalle Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank Xxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032007-TOP9HQ11, Reserve Account." The Distribution Account and the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account shall not be invested. The Distribution Account and Reserve Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Paying Agent held under this Agreement, it being understood that the Reserve Account may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Paying Agent in Eligible Investments selected by the Paying Agent which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Paying Agent to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "LaSalle Bank Xxxxx Fargo Bank, National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20032007-TOP9 HQ11 and the holder of any related B Note as their interests may appear." None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, any Primary Servicer, the Primary Servicers Paying Agent or the Trustee shall be liable for any loss incurred on such Eligible Investments. 134 An amount equal to all income and gain realized from any such investment shall be paid to the Paying Agent as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Paying Agent which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Paying Agent deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Paying Agent shall deposit into the Distribution Account or the Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Certificate Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount (other than the P&I Advance Amount for the Companion Loan) and, on the Master Servicer Remittance Date occurring in March of any year, commencing in March 2003, amounts held in the Interest Reserve Account. The Paying Agent shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account) and the Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account in error and pay such amounts to the Persons entitled thereto; (ii) to pay any amounts payable to the Master Servicer, the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee (including the Trustee's Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Section 6.5; and (iv) to clear and terminate the Distribution Account pursuant to Section 10.2.