Common use of Collections Clause in Contracts

Collections. (a) On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):

Collections. (a) On or prior to the Closing Date, the Master Servicer The Seller shall openinstruct all Obligors, or cause the Originators to instruct, all Obligors to pay all Collections directly to a segregated lock-box or other Collection Account listed on Exhibit III, each of which is subject to a Collection Account Agreement. In the case of payments remitted to any such lock-box, the Seller shall cause all proceeds from such lock-box to be openeddeposited directly by a Collection Bank into a Collection Account listed on Exhibit III, which is subject to a Collection Account Agreement. The Seller shall maintain exclusive dominion and control (subject to the terms of this Agreement) to each such Collection Account. In the case of any Collections received by the Seller or any Originator, the Seller shall remit (or shall cause such Originator to remit) such Collections to a Collection Account not later than the Business Day immediately following the date of receipt of such Collections, and, at all times prior to such remittance, the Seller shall itself hold (or, if applicable, shall cause such Originator to hold) such Collections in trust, for the exclusive benefit of the Purchasers and the Agents. In the case of any remittances received by the Seller in any such Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Seller shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent (at the direction of any Co-Agent) delivers to any of the Collection Banks a Collection Notice pursuant to Section 6.3, any Agent may request that the Seller, and the Seller thereupon promptly shall and shall direct the Originators to, direct all Obligors on Receivables to remit all payments thereon to a new depositary account (the “New Concentration Account”) specified by the Administrative Agent and, at all times thereafter the Seller shall not deposit or otherwise credit, and shall thereafter maintain, not permit any Originator or cause any other Person to be maintained, a separate account deposit or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior otherwise credit to the Closing DateNew Concentration Account any cash or payment item other than Collections. Alternatively, the Master Servicer shall open, or cause to be openedAdministrative Agent may request that the Seller, and shall maintainthe Seller thereupon promptly shall, or cause direct all Persons then making remittances to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior any Collection Account listed on Exhibit III which remittances are not payments on Receivables to the date the Master Servicer shall first deposit funds in deliver such remittances to a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), location other than in respect of interest and principal an account listed on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (Exhibit III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the second Business Day after identification thereof. For purposes of this Article V, the Master Servicer phrase “payments received by or on behalf of the Obligors” shall openmean payments made by Persons other than the Servicer. Notwithstanding the foregoing, or cause to be openedfor so long as (i) NMAC is the Servicer, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇▇’▇ Capital I Inc.and Fitch are Rating Agencies), Commercial Mortgage Pass-Through Certificates(B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, Series 2005-TOP17" or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the "Certificate Account"appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”). On or prior , the Servicer shall not be required to remit such collections to the Closing DateCollection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Master Servicer shall open, or cause to will no longer be openedbound by the Monthly Remittance Condition hereunder, and shall maintain, or cause will instead be subject to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, conditions to making monthly deposits as Master Servicer for LaSalle Bank National Association, as Trustee for required by the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")subsequent Public ABS Transaction. (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account The Indenture Trustee or the Interest Reserve Account, as Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the case may be, definition of the Master Servicer shall give to Monthly Remittance Condition unless the Paying Agent and Indenture Trustee or the Owner Trustee prior written has received notice of such event or circumstance from the name and address Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the depository institution(s) at which such accounts are maintained and Outstanding Amount of the account number Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such accountsevent or circumstances. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account 42 (Nissan 2015-B Sale and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(aServicing Agreement), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall depositgive (i) the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amountssatisfied), if the following amounts received by it (including amounts remitted Rating Agency Condition shall have been satisfied with respect to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):such alternative remittance schedule.

Collections. (a) On or prior to the Closing each Deposit Date, the Master Servicer shall openapply all Collections released to the Purchaser pursuant to the Purchase Agreement and all amounts paid by the Seller pursuant to Section 2.04(a) and 2.04(b) hereof (i) first, or cause to be openedpay the Purchase Price then owing by the Purchaser hereunder on such date, (ii) second, if such date is a Settlement Date, to pay the accrued and unpaid interest on the Deferred Purchase Price for the most recently ended calendar month (as provided in Section 2.03(c)), and shall thereafter maintain(iii) third, to prepay in whole or cause to be maintainedin part the principal amount of the Deferred Purchase Price. The Servicer shall, a separate on or before each Settlement Date, deposit into an account of the Purchaser or accounts, which accounts must be Eligible Accounts, in the name Purchaser's assignee all remaining Collections of "▇▇▇▇▇ Fargo Bank, National Association, as Master Transferred Receivables (if any) then held by the Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior but only to the Closing Date, extent such Collections have not been previously applied to purchase new Receivables hereunder or to pay the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"Deferred Purchase Price). (b) On or prior to In the date event that the Master Servicer shall first deposit funds in a Certificate Account Seller believes that collections which are not Collections of Transferred Receivables have been deposited into an account of the Purchaser or the Interest Reserve Account, as the case may bePurchaser's assignee, the Master Servicer Seller shall give to so advise the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interestPurchaser and, on the Business Day following such identification to the Purchaser's reasonable satisfaction, the Purchaser shall instruct the Servicer to remit such collections to the Seller. (c) On each Settlement Date, the Purchaser shall, to the extent Collections are available for such purpose under the Purchase Agreement and are not required to pay the Purchase Price for any Receivables purchased hereunder, pay to the Seller accrued interest on the Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of Transferred Receivables after all other amounts then due from the Purchaser under the Purchase Agreement have been paid in full and all amounts then required to be set aside by the Purchaser or the Servicer under the Purchase Agreement have been so set aside or (ii) excess cash flow from operations of the proper application Purchaser which is not required to be applied to the payment of any Senior Obligations; and provided, further that no such amounts)payment shall be made at any time when an Event of Termination shall have occurred and be continuing. At such time following the Termination Date when all Senior Obligations shall have been paid in full, the following amounts Purchaser shall apply, on each Deposit Date, all Collections of Transferred Receivables received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account Purchaser pursuant to Section 9.14), other than in respect 2.03(a) (and not previously distributed) first to the payment of accrued interest and principal on the Mortgage LoansDeferred Purchase Price, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted and then to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder reduction of the excess servicing rights)):principal amount of the Deferred Purchase Price.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the second Business Day after identification thereof. For purposes of this Article V, the Master Servicer phrase “payments received by or on behalf of the Obligors” shall openmean payments made by Persons other than the Servicer. Notwithstanding the foregoing, or cause to be openedfor so long as (i) NMAC is the Servicer, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇▇’▇ Capital I Inc.and Fitch are Rating Agencies), Commercial Mortgage Pass-Through Certificates(B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, Series 2005-TOP17" or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the "Certificate Account"appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”). On or prior , the Servicer shall not be required to remit such collections to the Closing DateCollection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Master Servicer shall open, or cause to will no longer be openedbound by the Monthly 40 (Nissan 2014-A Sale and Servicing Agreement) Remittance Condition hereunder, and shall maintain, or cause will instead be subject to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, conditions to making monthly deposits as Master Servicer for LaSalle Bank National Association, as Trustee for required by the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")subsequent Public ABS Transaction. (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account The Indenture Trustee or the Interest Reserve Account, as Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the case may be, definition of the Master Servicer shall give to Monthly Remittance Condition unless the Paying Agent and Indenture Trustee or the Owner Trustee prior written has received notice of such event or circumstance from the name and address Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the depository institution(s) at which such accounts are maintained and Outstanding Amount of the account number Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (event or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementcircumstances. (c) The Master Servicer shall depositgive (i) the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amountssatisfied), if the following amounts received by it (including amounts remitted Rating Agency Condition shall have been satisfied with respect to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):such alternative remittance schedule.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the second Business Day after identification thereof. For purposes of this Article V, the Master Servicer phrase “payments received by or on behalf of the Obligors” shall openmean payments made by Persons other than the Servicer. Notwithstanding the foregoing, or cause to be openedfor so long as (i) NMAC is the Servicer, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇▇’▇ Capital I Inc.and Fitch are Rating Agencies), Commercial Mortgage Pass-Through Certificates(B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, Series 2005-TOP17" or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the "Certificate Account"appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”). On or prior , the Servicer shall not be required to remit such collections to the Closing DateCollection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Master Servicer shall open, or cause to will no longer be openedbound by the Monthly Remittance Condition hereunder, and shall maintain, or cause will instead be subject to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, conditions to making monthly deposits as Master Servicer for LaSalle Bank National Association, as Trustee for required by the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Passsubsequent Public ABS Transaction. 40 (Nissan 2013-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"B Sale and Servicing Agreement). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account The Indenture Trustee or the Interest Reserve Account, as Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the case may be, definition of the Master Servicer shall give to Monthly Remittance Condition unless the Paying Agent and Indenture Trustee or the Owner Trustee prior written has received notice of such event or circumstance from the name and address Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the depository institution(s) at which such accounts are maintained and Outstanding Amount of the account number Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (event or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementcircumstances. (c) The Master Servicer shall depositgive (i) the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amountssatisfied), if the following amounts received by it (including amounts remitted Rating Agency Condition shall have been satisfied with respect to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):such alternative remittance schedule.

Collections. (ai) On or prior The Servicer shall administer Collections in accordance with the provisions of this Section 2.7. Approved Investors shall be instructed to pay proceeds from the sale of Mortgage Loans into the Collection Account, and such amounts may be released in accordance with the procedures set forth in Section 3.3 hereof. (ii) The Servicer acknowledges that Collections and/or other Collateral Proceeds received by it with respect to any Mortgage Asset belong to the Closing Borrower and have been pledged to the Administrative Agent, on behalf of the Lenders. From such Collections and/or other Collateral Proceeds, the Servicer, on behalf of the Borrower, shall deposit amounts necessary to make payments on the following Settlement Date (or end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv), as applicable, into the Collection Account no later than such Settlement Date or at the end of such Interest Period, or, on or after the Drawdown Termination Date or upon the occurrence and during the continuation of an Event of Default, within one Business Day after receipt by the Servicer. Until deposited into the Collection Account, the Servicer may commingle Collections and other Collateral Proceeds with its own funds and use such funds for its own business purposes. (iii) Prior to the Drawdown Termination Date, the Master Servicer shall open, or cause withdraw funds from the Collection Account (to be opened, the extent of collected funds therein) and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, make payments from the Collection Account at the following times and in the name following order of "▇▇▇▇▇ Fargo Bankpriority: (A) To the extent not previously paid, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing on each Settlement Date, the Master Servicer shall opendeposit an amount equal to the costs, or cause fees and expenses then due and payable to be opened, and shall maintain, or cause the Collateral Agent to be maintained an additional separate account or accounts in designated by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Collateral Agent. (bB) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or prior any Eurodollar Advance, the Servicer shall deposit an amount equal to accrued interest on such Advance, which amount shall be paid to the date applicable Managing Agent’s Account for the Master related Lenders. On each Settlement Date, the Servicer shall first deposit funds an amount equal to accrued interest on each Advance that bears interest at the Alternate Base Rate to the applicable Managing Agent’s Account. (C) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable pursuant to the related Fee Letter, on a pro rata basis, (i) to JPMorgan Chase, as a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (ii) to Lloyds, as a Managing Agent, to Lloyds’ Managing Agent’s Account, (iii) to Calyon New York, as a Managing Agent, to Calyon New York’s Managing Agent’s Account and (iv) to the Administrative Agent, to the Administrative Agent’s Account. (D) On each Settlement Date on which the Required Reserve Account Amount exceeds the amount then on deposit in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give deposit an amount equal to such excess to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this AgreementAccount. (cE) The Master On each Settlement Date, if the Group Banks in any Group have not consented to an extension of the Drawdown Termination Date, but the Group Banks in the other Groups have so consented and such non-extending Lenders have not assigned their respective Advances and Bank Commitments to one or more other Lenders in accordance with Section 2.1(b) and Section 13.9, the Servicer shall depositdeposit an amount equal to the unpaid balance of all Principal Debt owing to the non-extending Lenders to the related Managing Agent’s Account. (F) To the extent not previously paid, or cause to be depositedon each Settlement Date, into the Certificate Account Servicer shall deposit any amounts, other than those listed in clauses (A), (B) and (C) above and other than principal on the Business Day Advances, that are then due and payable and of which the Servicer has received prior written notice, including without limitation additional costs under Section 2.16, any additional interest under Section 2.17, Consequential Losses under Section 2.18, indemnities under Section 10.1 and costs, expenses and taxes under Section 13.19, to the applicable Managing Agent’s Account. (G) On each Settlement Date, the Servicer shall withdraw from the Collection Account for its own account an amount equal to accrued Servicing Fee then due and payable. (iv) On the Drawdown Termination Date and thereafter, the Administrative Agent shall make payments from the Collection Account (to the extent of collected funds therein) at the following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure times and in the case following order of unscheduled remittances priority: (A) On each Settlement Date, if the Servicer is not one of principal the Originators or interestan Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (B) To the extent not previously paid, on the Business Day following identification of the proper application of such amounts)each Settlement Date, the following amounts received by it (including amounts remitted an amount equal to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14)costs, other than in respect of interest fees and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note expenses then due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise and payable to the Master Servicer Collateral Agent shall be paid to an account designated by the Collateral Agent. (C) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or for any Eurodollar Advance, an amount equal to accrued interest on each such Advance shall be paid to the applicable Managing Agent’s Account. On each Settlement Date, an amount equal to accrued interest on Advances that bear interest at the Alternate Base Rate shall be paid to the applicable Managing Agent’s Account. (D) On each Settlement Date, an amount equal to the unpaid principal balance of all Advances made by Lenders shall be paid to the applicable Managing Agent’s Account. (E) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable pursuant to the related Fee Letter, on a pro rata basis, (i) to JPMorgan Chase, as provided in Section 5.2(a) rather than deposit them into the Certificate a Managing Agent, to JPMorgan Chase’s Managing Agent’s Account, (IIii) shallto Lloyds, rather than deposit them in the Certificate as a Managing Agent, to Lloyds’ Managing Agent’s Account, directly remit (iii) to Calyon New York, as a Managing Agent, to Calyon New York’s Managing Agent’s Account and (iv) to the Primary Servicer Administrative Agent, to the Primary Servicing Fees payable as provided Administrative Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, any amounts of the type described in Section 5.2(a)(iv)(unless already retained by 2.7(c)(iii)(F) are then due and payable and any other unpaid Obligations shall be paid to the Primary applicable Managing Agent’s Account. (G) On the Settlement Date on which all Obligations are paid in full, if the Servicer is one of the Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (v) Upon receipt of funds deposited into its Managing Agent’s Account, each Managing Agent shall distribute such funds to the Lenders in its Group or to itself for application to the Obligations in accordance with the order of priority set forth in Section 2.7(c)(iii) or (iv), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):applicable.

Collections. (a) On or prior The Servicer shall remit within two Business Days of receipt thereof to the Closing DateCollection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) there exists no Insurer Default, (iv) the Servicer's (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital's obligations acceptable to the Rating Agencies and the Security Insurer, then the Representative's) short term obligations are rated at least A-1 by Standard & Poor's and P-1 by Moody's and (v) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (v) of the preceding sentence is not satisfied, then the Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior remit such collections with respect to the Closing Datepreceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Master Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase "payments by or on behalf of Obligors" shall open, mean payments made with respect to the Receivables by Persons other than the Servicer or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Seller. (b) On The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or prior postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the date Servicer on the Master related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer shall first deposit funds in a Certificate Account or of such amounts and the Interest Reserve Account, as the case may be, the Master Servicer shall give provision of such information to the Paying Agent Trustee and the Trustee prior written notice Security Insurer as may be necessary in the opinion of the name and address Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right entitlement to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause reimbursement pursuant to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amountsSection 5.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following amounts received by it (including amounts remitted receipt of which the Trustee shall not make a distribution to the Master Servicer by the Special Servicer from an REO Account in respect of such amount pursuant to Section 9.145.6(a)(i), other than in respect of interest and principal or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6(a)(i) or Section 5.9, the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):next succeeding Distribution Date.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the second Business Day after identification thereof. For purposes of this Article V, the Master Servicer phrase “payments received by or on behalf of the Obligors” shall openmean payments made by Persons other than the Servicer. Notwithstanding the foregoing, or cause to be openedfor so long as (i) NMAC is the Servicer, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇▇’▇ Capital I Inc.and Fitch are Rating Agencies), Commercial Mortgage Pass(B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”), the Servicer shall not be required to remit such collections to 40 (Nissan 2014-Through CertificatesB Sale and Servicing Agreement) the Collection Account on the foregoing basis but shall be entitled to retain such collections, Series 2005-TOP17" (without segregation from its other funds, until the "Certificate Account"). On or prior Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Closing DateCollection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Master Servicer shall open, or cause to will no longer be openedbound by the Monthly Remittance Condition hereunder, and shall maintain, or cause will instead be subject to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, conditions to making monthly deposits as Master Servicer for LaSalle Bank National Association, as Trustee for required by the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")subsequent Public ABS Transaction. (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account The Indenture Trustee or the Interest Reserve Account, as Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the case may be, definition of the Master Servicer shall give to Monthly Remittance Condition unless the Paying Agent and Indenture Trustee or the Owner Trustee prior written has received notice of such event or circumstance from the name and address Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the depository institution(s) at which such accounts are maintained and Outstanding Amount of the account number Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (event or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementcircumstances. (c) The Master Servicer shall depositgive (i) the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amountssatisfied), if the following amounts received by it (including amounts remitted Rating Agency Condition shall have been satisfied with respect to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):such alternative remittance schedule.

Collections. (a) On Subject to the provisions of subsection (b) below, the Servicer shall remit to the Collection Account (i) all payments by or on behalf of the Obligors (including, subject to the next two sentences, Payaheads on the Receivables, but excluding payments with respect to Purchased Receivables and amounts included in the Supplemental Servicing Fee), including amounts treated as collections on Balloon Payment Receivables and Final Payment Receivables pursuant to Section 3.2(d) and (ii) all Liquidation Proceeds and all Recoveries, received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day after receipt thereof. Collections of Payaheads shall be deposited in the Collection Account, pursuant to the preceding sentence for purposes of administrative convenience only, pending determination of the amount to be deposited in the Payahead Account (or in the event that the Monthly Remittance Conditions are satisfied, remitted to the Servicer pursuant to Section 4.1(e)), which amount shall be deposited in the Payahead Account as soon as practicable but in no event later than the Payment Date immediately following collection, and such amounts shall not be transferred to the Collection Account until due. MMCA, for so long as it is acting as the Servicer, may make remittances of collections on a less frequent basis than that specified in the immediately preceding paragraph. It is understood that such less frequent remittances may be made only on the specific terms and conditions set forth below in this Section 4.2(a) and only for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section 4.2(a), the Servicer shall remit collections received during a Collection Period to the Collection Account in immediately available funds on the Business Day prior to the Closing Daterelated Payment Date but only for so long as each Monthly Remittance Condition is satisfied. Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Master Servicer shall openmay utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), or cause if the Servicer provides to be opened, the Owner Trustee and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the name downgrading or withdrawal by the Rating Agencies of "▇▇▇▇▇ Fargo Bank, National Association, as Master the ratings then assigned to the Notes and the Certificates. The Owner Trustee or the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer for LaSalle Bank National Association, as to the Collection Account unless the Owner Trustee for or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or written notice from the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (Notes evidencing not less than 25% of the "Certificate Account"). On principal balance of the then outstanding Notes or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for from the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (Certificates evidencing not less than 25% of the "Interest Reserve Account")Certificate Balance or a Responsible Officer in the Corporate Trust Office with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstance. (b) On or prior In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Collection Account, as soon as practicable, but in no event after the case may be, close of business on the Master Servicer shall give to second Business Day after receipt thereof by the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subservicer (but subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer'sprovisions of Section 4.2(a)) right the amounts referred to direct payments and investments and its rights of withdrawal under this Agreement. (cin Section 4.2(a) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained a Receivable being serviced by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):subservicer.

Collections. (a) On or prior The Servicer shall remit within two Business Days of receipt thereof to the Closing DateCollection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by Moody’s and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior remit such collections with respect to the Closing Datepreceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Master Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall open, mean payments made with respect to the Receivables by Persons other than the Servicer or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Depositor. (b) On The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or prior postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account related Distribution Date pursuant to Section 9.14), other than in respect 5.6(a)(i) upon certification by the Servicer of interest such amounts and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted provision of such information to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Indenture Trustee.

Collections. (a) On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Wells Fargo Bank, National Association, as Master Servicer for LaSalle Bank ▇▇▇▇ National Association, as Trustee for the Holders of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-T▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17TOP18" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Wells Fargo Bank, National Association, as Master Servicer for LaSalle Bank ▇▇▇▇ National Association, as Trustee for the Holders of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-T▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17TOP18" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) On the Closing Date, the Master Servicer shall deposit the Initial Deposit delivered to it by the Depositor on that date into the Certificate Account. The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the second Business Day after identification thereof. For purposes of this Article V, the Master Servicer phrase “payments received by or on behalf of the Obligors” shall openmean payments made by Persons other than the Servicer. Notwithstanding the foregoing, or cause to be openedfor so long as (i) NMAC is the Servicer, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by ▇▇▇▇▇’▇ and at least “F1” by Fitch (so long as ▇▇▇▇▇▇’▇ Capital I Inc.and Fitch are Rating Agencies), Commercial Mortgage Pass-Through Certificates(B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, Series 2005-TOP17" or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the "Certificate Account"appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”). On or prior , the Servicer shall not be required to remit such collections to the Closing DateCollection Account on the foregoing basis but shall be entitled to retain such collections, without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition shall have been satisfied, the Master Servicer shall open, or cause to will no longer be openedbound by the Monthly Remittance Condition hereunder, and shall maintain, or cause will instead be subject to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, conditions to making monthly deposits as Master Servicer for LaSalle Bank National Association, as Trustee for required by the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")subsequent Public ABS Transaction. (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account The Indenture Trustee or the Interest Reserve Account, as Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the case may be, definition of the Master Servicer shall give to Monthly Remittance Condition unless the Paying Agent and Indenture Trustee or the Owner Trustee prior written has received notice of such event or circumstance from the name and address Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the depository institution(s) at which such accounts are maintained and Outstanding Amount of the account number Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such accountsevent or circumstances. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account 40 (Nissan 2013-C Sale and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(aServicing Agreement), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall depositgive (i) the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice, as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof, of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition failed to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amountssatisfied), if the following amounts received by it (including amounts remitted Rating Agency Condition shall have been satisfied with respect to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):such alternative remittance schedule.

Collections. (a) On Subject to the provisions of subsections (b) and (c) below, the Servicer shall remit to the Certificate Account all payments by or prior on behalf of the Obligors on the Receivables, including all Liquidation Proceeds and Recoveries received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business (New York time) on the second Business Day after receipt thereof. Subject to the provisions of subsection (c) hereof, on the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, deposit in the name Certificate Account all payments by or on behalf of "▇▇▇▇▇ Fargo Bank, National Association, as Master the Obligors on the Receivables received by the Servicer for LaSalle Bank National Association, as Trustee for after the Holders close of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (business of the "Certificate Account"). On Servicer on the Cutoff Date and on or prior to the second Business Day immediately preceding the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On Notwithstanding the provisions of Section 4.2(a), if (i) the Servicer shall have the Required Rating or prior (ii) (a) the Servicer shall have obtained a letter of credit or surety bond (or similar form of performance guaranty) in favor of the Trustee, on behalf of the Trust for the benefit of the Certificateholders, providing that the Trustee may demand payment (up to the date amount then available thereunder) in the Master event that the Servicer fails to make any payment or deposit required hereunder (other than with respect to Advances) and (b) the Trustee shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, the Servicer may deposit the amounts referred to in subsection (a) above into the Certificate Account not later than the close of business on the Deposit Date immediately succeeding the last day of the related Collection Period, for so long as the Servicer shall first deposit funds have the Required Rating or such letter of credit, surety bond or similar form of performance guaranty is in a Certificate Account or the Interest Reserve Accountfull force and effect, as the case may be; PROVIDED, HOWEVER, that (i) if an Event of Servicing Termination has occurred and is continuing, (ii) the Servicer has been terminated as such pursuant to Section 9.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a letter of credit (or similar form of performance guaranty) satisfying the conditions specified above), the Master Servicer shall give to deposit such amounts (including any amounts then being held by the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(sServicer) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding into the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor servicer solely by reason of the occurrence of an event specified in clauses (i), subject (ii) and (iii) of such proviso with respect to the Master outgoing Servicer. Following the occurrence of an event specified in clauses (i), (ii) or (iii) in the preceding proviso, on a monthly basis, all Collections shall be segregated by book-entry or similar form of identification on the Servicer's (books and records and identified as the property of the Trust. The Servicer shall promptly notify the Trustee in writing if it shall obtain or its Primary Servicer's lose the Required Rating or its Sub-Servicer's) right to direct payments and investments and its rights the benefit of withdrawal under this Agreementsuch letter of credit, surety bond, or similar form of performance guaranty. (c) The Master Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer shall depositmay retain, or cause will be entitled to be depositedreimbursed, into from amounts otherwise payable into, or on deposit in, the Certificate Account with respect to a Collection Period and the Receivables originated by it any amounts previously deposited in the Certificate Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Certificate Account as soon as practicable, but in no event later than the close of business (New York time) on the second Business Day following after receipt thereof by the subservicer (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted but subject to the Master Servicer by provisions of Section 4.2 (b) and the Special Servicer from an REO Account pursuant limitations contained in Section 4.2(c) of this Agreement) the amounts referred to in Section 9.14), other than 4.2(a) in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained a Receivable being serviced by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):subservicer.

Collections. (a) On or prior The Servicer shall remit within two Business Days of receipt thereof to the Closing DateCollection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) there exists no Insurer Default, (iv) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies and the Security Insurer, then the Representative’s) short term obligations are rated at least A 1 by Standard & Poor’s and P 1 by Moody’s and (v) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (v) of the preceding sentence is not satisfied, then the Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior remit such collections with respect to the Closing Datepreceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Master Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall open, mean payments made with respect to the Receivables by Persons other than the Servicer or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Seller. (b) On The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or prior postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the date Servicer on the Master related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer shall first deposit funds in a Certificate Account or of such amounts and the Interest Reserve Account, as the case may be, the Master Servicer shall give provision of such information to the Paying Agent Trustee and the Trustee prior written notice Security Insurer as may be necessary in the opinion of the name and address Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary Servicer’s entitlement to cause the depository institution holding the Certificate Account and the Interest Reserve Account reimbursement pursuant to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts5.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following amounts received by it (including amounts remitted receipt of which the Trustee shall not make a distribution to the Master Servicer by the Special Servicer from an REO Account in respect of such amount pursuant to Section 9.145.6(a)(i), other than in respect of interest and principal or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6(a)(i) or Section 5.9, the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):next succeeding Distribution Date.

Collections. Such Seller Party will cause (ai) On all checks representing Collections and Securitization Charge Collections to be remitted to a Lock-Box, (ii) all other amounts in respect of Collections and Securitization Charge Collections to be deposited directly to a Collection Account, (iii) all proceeds from all Lock-Boxes to be deposited by the Servicer into a Collection Account, (iv) all funds in each Collection Account which is not a Specified Account to be remitted to a Specified Account as soon as is reasonably practicable and (v) each Specified Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to the Closing Datesuch remittance, the Master Servicer shall openSeller will itself hold or, or if applicable, will cause such payments to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, held in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee trust for the Holders exclusive benefit of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Administrative Agent and the Trustee Purchasers. Seller will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Administrative Agent as contemplated by this Agreement and the Intercreditor Agreement. Upon not less than 30 days prior written notice of to the name and address of the depository institution(s) at which such accounts are maintained Seller and the account number of Servicer, the Administrative Agent may, in its reasonable discretion, designate additional Collection Accounts as Specified Accounts and such accounts. The Master Servicer Specified Accounts shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), be subject to the Master Servicer's requirement set forth in clause (or its Primary Servicer's or its Sub-Servicer'sv) right to direct payments above. On the date which is 30 days after the first day of a Level Three Enhancement Period, all Collection Accounts shall be Specified Accounts and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer such Specified Accounts shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted subject to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than requirement set forth in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor clause (provided that the Master Servicer (Iv) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):above.

Collections. (a) On or prior The Servicer shall remit to the Closing DateCollection Account all payments by or on behalf of the Obligors on the Receivables, all Insurance Proceeds, all Liquidation Proceeds, proceeds from any Dealer Liability, proceeds from any NITC Purchase Obligations and proceeds from any Guaranties within two Business Days after receipt thereof. Notwithstanding the foregoing, the Master Servicer shall opennot be required to remit such collections within such two Business Days but may remit collections received during a Monthly Period to the Collection Account in immediately available funds on the Business Day immediately preceding the related Distribution Date but only for so long as (i) NFC is the Servicer, (ii) (x) the Servicer satisfies the requirements for monthly remittances established by the Rating Agencies initially rating the Securities, and upon the satisfaction of such requirements, the Rating Agencies which initially rated the Securities reaffirm the rating of the Securities at the level at which they would be rated if collections were remitted within two Business Days, or cause to be opened, (y) the short-term unsecured debt obligations of NFC are rated at least A-1+ by Standard & Poor's Ratings Services and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of P-1 by ▇▇▇▇▇'▇ ▇▇▇▇▇▇▇ Capital I Investors Service, Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (IIIiii) shall, rather a Servicer Default shall not have occurred and be continuing. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the immediately preceding sentence that would require remittance within two Business Days by the Servicer to the Collection Account unless the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from Noteholders whose Notes evidence not less than deposit them 25% of the Outstanding Amount of the Notes as of the close of the preceding Distribution Date or from Certificateholders whose Certificates evidence not less the 25% of the Voting Interests thereof or unless a Responsible Officer in the Certificate Account, directly remit Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance. For purposes of this Article V the Excess Servicing Fees to phrase "payments by or on behalf of Obligors" shall mean payments made by Persons other than the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Servicer.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Closing Date, Collection Account all payments received by or on behalf of the Master Servicer shall open, Obligors on or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accountsin respect of the Receivables (other than, in the name case of "▇▇▇▇▇ Fargo BankPrecomputed Receivables, National Associationpayments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as Master Servicer for LaSalle Bank National Association(i) TMCC is the Servicer, (ii) either (a) TMCC's short-term unsecured debt is rated P-1 by Moody's and A-1 by Standard & Poor's (so long as Trustee for Moody's and Standard & Poor's are Rating Agencies), or (b) certain arrangements are made that are acceptable to the Holders Rating Agencies and (iii) no Servicing Default or Event of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc.Default shall have occurred and be continuing (collectively, Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate AccountMonthly Remittance Conditions"). On or prior , the Servicer shall not be required to remit such collections to the Closing DateCollection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Master Business Day before each Distribution Date at which time the Servicer shall open, or cause remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Conditions is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall maintain, or cause be remitted by the Servicer to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Collection Account on a daily basis within two Business Days after receipt thereof. (b) On or prior Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the date Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the Master foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(ii). Commencing with the first deposit funds in a Certificate Account or day of the Interest Reserve Accountfirst Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, as all Payments Ahead then held by the case may be, the Master Servicer shall give be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Payahead Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementwithin two Business Days after receipt thereof. (c) The Master Servicer shall depositgive the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or cause Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to be depositedthe failure of such Monthly Remittance Condition), into if the Certificate Account on Servicer provides to the Business Day following receipt (or, Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make such deposit on the Business Day following receiptqualification, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal reduction or interest, on the Business Day following identification withdrawal of the proper application rating then assigned to any Class of such amounts), Notes or the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Certificates.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the first Business Day after receipt thereof. For purposes of this Article V, the Master phrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the (Nissan 2004-C Sale and Servicing Agreement) Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the "Monthly Remittance Conditions"); the Servicer shall opennot be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, or cause without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in remitted by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, Collection Account on a daily basis not later than the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")first Business Day after receipt thereof. (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account The Indenture Trustee or the Interest Reserve Account, as Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the case may be, definition of the Master Servicer shall give to Monthly Remittance Condition unless the Paying Agent and Indenture Trustee or the Owner Trustee prior written has received notice of such event or circumstance from the name and address Seller or the Servicer in an Officer's Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the depository institution(s) at which such accounts are maintained and Outstanding Amount of the account number Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (event or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementcircumstances. (c) The Master Servicer shall depositgive the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to be deposited, into the Certificate Account on Owner Trustee and the Business Day following receipt (or, Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make downgrading or withdrawal by such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Rating Agency of the proper application ratings then assigned to any Class of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Notes.

Collections. (a) On or prior to the Closing Date, the Master Servicer The Seller shall openinstruct all Obligors, or cause the Originators to instruct, all Obligors to pay all Collections directly to a segregated lock-box or other Collection Account listed on Exhibit III, each of which is subject to a Collection Account Agreement. In the case of payments remitted to any such lock-box, the Seller shall cause all proceeds from such lock-box to be openeddeposited directly by a Collection Bank into a Collection Account listed on Exhibit III, which is subject to a Collection Account Agreement. The Seller shall maintain exclusive dominion and control (subject to the terms of this Agreement) to each such Collection Account. In the case of any Collections received by the Seller or any Originator, the Seller shall remit (or shall cause such Originator to remit) such Collections to a Collection Account not later than the Business Day immediately following the date of receipt of such Collections, and, at all times prior to such remittance, the Seller shall itself hold (or, if applicable, shall cause such Originator to hold) such Collections in trust, for the exclusive benefit of the Purchasers and the Agents. In the case of any remittances received by the Seller in any such Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Seller shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent (at the direction of any Co-Agent) delivers to any of the Collection Banks a Collection Notice pursuant to Section 6.3, any Agent may request that the Seller, and the Seller thereupon promptly shall and shall direct the Originators to, direct all Obligors on Receivables to remit all payments thereon to a new depositary account (the “New Concentration Account”) specified by the Administrative Agent and, at all times thereafter the Seller shall not deposit or otherwise credit, and shall thereafter maintain, not permit any Originator or cause any other Person to be maintained, a separate account deposit or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior otherwise credit to the Closing DateNew Concentration Account any cash or payment item other than Collections. Alternatively, the Master Servicer shall open, or cause to be openedAdministrative Agent may request that the Seller, and shall maintainthe Seller thereupon promptly shall, or cause direct all Persons then making remittances to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior any Collection Account listed on Exhibit III which remittances are not payments on Receivables to the date the Master Servicer shall first deposit funds in deliver such remittances to a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), location other than in respect of interest and principal an account listed on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (Exhibit III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):. THIRD AMENDED AND RESTATED RPA

Collections. (a) On or prior The Servicer shall remit within two (2) ----------- Business Days of receipt thereof to the Closing DateCollection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Liquidation Proceeds, both as collected during the Collection Period less any payments owed thereon to the Servicer. For purposes of this Article V, the Master Servicer phrase "payments by or on behalf of Obligors" shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior mean payments made with respect to the Closing Date, Receivables by Persons other than the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Seller. (b) On The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or prior postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the date Servicer on the Master related Payment Date pursuant to Section 5.6(b)(ii) upon certification by the Servicer shall first deposit funds of such amounts and the provision of such information to the Indenture Trustee and the Insurer as may be necessary in a Certificate Account or the Interest Reserve Account, as opinion of the case may beInsurer to verify the accuracy of such certification. In the event that the Insurer has not received evidence satisfactory to it of the Servicer's entitlement to reimbursement pursuant to Section 5.2(b), the Master Servicer Insurer (unless an Insurer Default shall have occurred and be continuing) shall give the Indenture Trustee notice to such effect following receipt of which the Indenture Trustee shall not make a distribution to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number Servicer in respect of such accounts. The Master amount pursuant to Section 5.6, or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6 or Section 5.9, the Indenture Trustee shall take withhold such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject amounts from amounts otherwise distributable to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this AgreementServicer on the next succeeding Payment Date. (c) The Master If at any time the percentage of Obligors using the automated payment option, which percentage shall be the equivalent of a fraction, the numerator of which is the aggregate Principal Balance of such Obligors' Receivables calculated as of the last day of the immediately preceding Collection Period and the denominator of which is the Aggregate Principal Balance calculated as of the last day of the immediately preceding Collection Period, is below 75%, then the Servicer shall deposit, cause all payments by or cause on behalf of the Obligors that are not using the automated payment option to be deposited, deposited into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure a lockbox account established at a depository institution acceptable to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Insurer.

Collections. (a) On or prior Except as otherwise set forth in this Agreement, the Servicer shall cause all funds due and to become due to any Securitization Entity and to the Predecessor Restaurant Holders (with respect to the Post-Closing Date, the Master Servicer shall open, or cause U.S. Restaurants) to be openeddeposited to the Concentration Account for further credit to the Collection Account in accordance with Section 10.1(a) of the Indenture; provided, that (i) Advertising Fees payable by the Franchisees (excluding for this purpose the Restaurant Holders and shall thereafter maintain, or cause to the Predecessor Restaurant Holders in their capacity as Franchisees) will be maintained, a separate account or accounts, which accounts must be Eligible Accounts, deposited by the Servicer in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Advertising Fees Account; (ii) Asset Disposition proceeds will be deposited by the Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Expenditure Reserve Account"). ; (biii) On or prior to all insurance and condemnation proceeds will be deposited by the date Servicer in the Master Insurance Proceeds Account; (iv) Third Party Licensing Fees collected from Franchisees (excluding for this purpose the Restaurant Holders and the Predecessor Restaurant Holders in their capacity as Franchisees) will be deposited by the Servicer shall first deposit funds in a Certificate either the Third Party Licensing Fee Account or the Interest Reserve Concentration Account; (v) any Indemnification Amounts and Series Hedge Agreement Receipts shall be deposited directly into the Collection Account, as provided that any Liquor License Related Indemnification Amounts will be deposited into the case may be, Collection Account in accordance with the Master Servicer procedures set forth in Section 2.2(n)(ii) below; (vi) any Insurance Proceeds Amounts shall give to be withdrawn from the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Insurance Proceeds Account and deposited directly into the Interest Collection Account; and (vii) any Asset Disposition Prepayment Amounts shall be withdrawn from the Capital Expenditure Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, deposited directly into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Collection Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):.

Collections. (a) On Subject to the provisions of subsections (b) and (c) below, the Servicer shall remit to the Certificate Account all payments by or prior on behalf of the Obligors on the Receivables, including all Liquidation Proceeds and Recoveries received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business (New York time) on the second Business Day after receipt thereof. Subject to the provisions of subsection (c) hereof, on the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, deposit in the name Certificate Account all payments by or on behalf of "▇▇▇▇▇ Fargo Bank, National Association, as Master the Obligors on the Receivables received by the Servicer for LaSalle Bank National Association, as Trustee for after the Holders close of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (business of the "Certificate Account"). On Servicer on the Cutoff Date and on or prior to the second Business Day immediately preceding the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On Notwithstanding the provisions of Section 4.2(a), if (i) the Servicer shall have the Required Rating or prior (ii) (a) the Servicer shall have obtained a letter of credit or surety bond (or similar form of performance guaranty) in favor of the Trustee, on behalf of the Trust and the Certificateholders, providing that the Trustee may demand payment (up to the date amount then available thereunder) in the Master event that the Servicer fails to make any payment or deposit required hereunder and (b) the Trustee shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, the Servicer may deposit the amounts referred to in subsection (a) above into the Certificate Account not later than the opening of business on the Deposit Date immediately succeeding the last day of the related Collection Period, for so long as the Servicer shall first deposit funds have the Required Rating or such letter of credit, surety bond or similar form of performance guaranty is in a Certificate Account or the Interest Reserve Accountfull force and effect, as the case may be; provided, however, that (i) if an Event of Servicing Termination has occurred and is continuing, (ii) the Servicer has been terminated as such pursuant to Section 9.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a letter of credit (or similar form of performance guaranty) satisfying the conditions specified above), the Master Servicer shall give to deposit such amounts (including any amounts then being held by the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(sServicer) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding into the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor servicer solely by reason of the occurrence of an event specified in clauses (i), subject (ii) and (iii) of such proviso with respect to the Master outgoing Servicer. Following the occurrence of an event specified in clauses (i), (ii) or (iii) in the preceding proviso, on a monthly basis, all Collections shall be segregated by book-entry or similar form of identification on the Servicer's (books and records and identified as the property of the Trust. The Servicer shall promptly notify the Trustee in writing if it shall obtain or its Primary Servicer's lose the Required Rating or its Sub-Servicer's) right to direct payments and investments and its rights the benefit of withdrawal under this Agreementsuch letter of credit, surety bond, or similar form of performance guaranty. (c) The Master Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer shall depositmay retain, or cause will be entitled to be depositedreimbursed, into from amounts otherwise payable into, or on deposit in, the Certificate Account with respect to a Collection Period and the Receivables originated by it any amounts previously deposited in the Certificate Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Certificate Account as soon as practicable, but in no event later than the close of business (New York time) on the second Business Day following after receipt thereof by the subservicer (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted but subject to the Master Servicer by provisions of Section 4.2 (b) and the Special Servicer from an REO Account pursuant limitations contained in Section 4.2(c) of this Agreement) the amounts referred to in Section 9.14), other than 4.2(a) in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained a Receivable being serviced by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):subservicer.

Collections. (a) On or prior to Effective not later than the Closing Date, the Master Servicer Borrowers shall open, or cause to be openedhave established, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and Borrowers shall maintain, with Bank of America, N.A. or one or more other banks acceptable to Agent (“Clearing Banks”), deposit accounts into which all proceeds of Collateral, including, particularly, payments on Accounts, shall be remitted (“Concentration Accounts”). Each Borrower shall instruct its Account Debtors to remit all payments directly to a Concentration Account. In the event that any Borrower receives any payment or other remittance with respect to any Account or any Inventory, such Borrower shall hold such payment in trust for the Agent, such Borrower shall not co-mingle such payment with such Borrower’s other assets, and such Borrower shall promptly, and in any event within one Business Day, cause such payment to be deposited into a Concentration Account. Concentration Accounts shall be maintained an additional separate account or accounts in a Borrower’s name, but for Agent’s benefit, and the name of "▇▇▇▇▇ Fargo Bankapplicable Borrower, National AssociationClearing Bank and Agent shall have entered into a tri-party agreement, as Master Servicer in form and substance satisfactory to Agent (a “Blocked Account Agreement”) pursuant to which, among other things, Clearing Bank shall agree to remit all collected funds in its Concentration Account directly to Agent for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior application to the date Obligations as prescribed below. All such collected funds shall be applied by Agent in payment of outstanding Working Capital Facility Loans (in accordance with each Lender’s Working Capital Facility Percentage of each such payment); provided that if an Event of Default has occurred and is continuing, such funds shall be applied in accordance with the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice provisions of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accountsSection 7.4. The Master Servicer foregoing shall take such actions as are necessary be in addition to, and not in limitation of, Agent’s rights to cause the depository institution holding the Certificate Account collect Accounts directly after an Event of Default has occurred and the Interest Reserve Account to hold such account in the name of the Master Servicer while it is continuing, as provided in Section 5.1(a)the Security Agreement. Without limitation of the foregoing, subject within fifteen (15) Business Days after the date hereof, Borrowers will deliver to Agent replacement Blocked Account Agreements with respect to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right existing blocked account agreements with Bank of America, N.A., as Clearing Bank, signed by Borrowers and Bank of America, N.A. and applicable to direct payments and investments and its rights each Concentration Account maintained by Borrowers with Bank of withdrawal under this Agreement. (c) The Master Servicer shall depositAmerica, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):N.A.

Collections. (a) On or prior to As of the Closing Date, the Master Servicer (i) Lockboxes and Lockbox Accounts shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, have been established in the name of "▇▇▇▇▇ Fargo Bankthe Company, National Association, as Master Servicer for LaSalle Bank National Association, as and assigned to the Trustee for the benefit of the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior pursuant to the Closing Date, Pooling Agreement; (ii) the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts has established the Collection Account in the name of "▇▇▇▇▇ Fargo Bankthe Company for the benefit of the Holders pursuant to the Pooling Agreement; and (iii) the Servicer shall have instructed all Obligors to make all payments in respect of the Receivables directly to a Lockbox or Lockbox Account (except to the extent that the servicer of the Receivables, National Associationprior to such date, in the normal course of its business and consistent with its practices, has permitted Obligors to remit payments to a Collector), and such instructions thereafter shall continue to be in full force and effect. The Servicer is hereby authorized to collect payments in accordance with the foregoing sentence. Any payments collected by a Collector shall be deposited into a Lockbox Account within one Business Day following receipt thereof; provided that on any business day all Collectors may hold in the aggregate up to $150,000, provided that in all events such payments shall be deposited within three Business Days following receipt thereof. All Collections received in a Lockbox shall, within one Business Day of receipt thereof, be deposited in a Lockbox Account. All immediately available funds deposited in a Lockbox Account shall be transferred by the relevant Lockbox Processor within one Business Day of receipt thereof to the Collection Account. Except as permitted in the first sentence of this SECTION 2.3(a), in the event that any payments in respect of the Receivables are made directly to the Support Provider or the Servicer (including, without limitation, any employees thereof or independent contractors employed thereby), the Support Provider or the Servicer, as Master Servicer for LaSalle Bank National Associationapplicable, shall, within one Business Day of receipt thereof, forward such amounts to a Lockbox (including by depositing instruments evidencing any such amounts into any such Lockbox Account) and, prior to forwarding such amounts, the Support Provider or the Servicer, as Trustee applicable, shall hold such payments in trust as custodian for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc.Trustee and the Holders. The Servicer shall not grant or purport to grant the right to take dominion and control, Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17or establish or purport to establish "control" (with the meaning of Section 9-104 of the UCC of all applicable jurisdictions), of any Lockbox or Lockbox Account or the Collection Account or Securities Account at any time or upon the occurrence of any event to any Person, except to the Trustee as contemplated by the Pooling Agreement. With respect to each Lockbox and Lockbox Account and the Collection Account and Securities Account, the Servicer shall take all steps necessary to ensure that the Trustee has "Interest Reserve control" (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) over each such Lockbox and Lockbox Account and the Collection Account and Securities Account"). Each of the Company and the Servicer represents, warrants and agrees that all Collections shall be collected, processed and deposited by it pursuant to, and in accordance with the terms of, the Pooling and Servicing Agreements. (b) On or prior Each Lockbox Agreement shall provide that the Lockbox Processor thereunder is irrevocably directed, and such Lockbox Processor irrevocably agrees, to (i) deposit funds received in the Lockbox directly into the Lockbox Account and (ii) transfer immediately available funds on deposit in the Lockbox Account within one Business Day of receipt thereof to the date Collection Account. Each Lockbox Agreement shall be substantially in the Master Servicer shall first deposit funds form of Exhibit A to the Pooling Agreement or in a Certificate Account or the Interest Reserve Account, such form as the case Lockbox Processor party thereto employs in the ordinary course of its business for transactions of a type similar to the one contemplated by this Agreement, and which form shall be reasonably acceptable to the Trustee. A new Lockbox Account may bebe designated from time to time by the Company and the Servicer; provided that the Lockbox Processor chosen to maintain such new Lockbox Account shall have entered into a Lockbox Agreement with the Company, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice to any funds being deposited into such Lockbox Account. The Company or the Servicer shall notify the Trustee and any Rating Agency of any such designation of a new Lockbox Account 10 days prior to the effectiveness thereof. Prior to any resignation of the name and address Lockbox Processor or termination of the depository institution(sLockbox Processor by the Company or the Trustee, the Servicer hereby agrees to obtain a replacement Lockbox Processor, the unsecured and uncollateralized obligations of which (or of its holding company parent) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account rated in the name one of the Master Servicer as provided in Section 5.1(a)three highest long-term or short-term rating categories by each Rating Agency rating such replacement Lockbox Processor, subject to serve under a Lockbox Agreement which is reasonably acceptable to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this AgreementTrustee. (c) The Master Servicer shall depositadminister amounts on deposit in the Collection Account, the Securities Account and the Lockbox Accounts, in each case in accordance with the terms of the Pooling and Servicing Agreements. Each of the Company and the Servicer acknowledges and agrees that (i) it shall not have any right to withdraw any funds on deposit in the Collection Account or cause any Lockbox Account, and (ii) all amounts deposited in the Collection Account or any Lockbox Account shall be under the sole dominion and control of the Trustee (subject to be deposited, into the Certificate Account on Servicer's right to direct the application of such amounts as provided by the terms of any Pooling and Servicing Agreement). (d) As soon as practicable but in any event not later than the Business Day following receipt (orthe date that the Servicer determines, identifies and certifies in writing to the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Trustee that any of the proper application collected funds received in any of such amounts)the Lockboxes, the following amounts received by it (including amounts remitted to Lockbox Accounts or the Master Servicer by Collection Account do not constitute Collections on account of the Special Servicer from an REO Account pursuant to Section 9.14)Receivables, other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date such monies which do not constitute such Collections shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable applicable Seller to the Master Servicer extent such determination and identification is reasonably satisfactory to the Trustee. (e) All collections received or deposited in the Collection Account as provided "Collections" shall be deemed, for purposes of the Transaction Documents, to have been received or deposited as of the Business Day Received (as defined in Section 5.2(athe immediately succeeding sentence). As used herein, the term "Business Day Received" shall mean (i) rather than if funds are deposited in the Collection Account by 11:00 a.m., Chicago time, such day of deposit them and (ii) if funds are deposited in the Collection Account after 11:00 a.m., Chicago time, the Business Day next following such day of deposit. (f) Unless otherwise required by law or unless an Obligor designates that a payment be applied to a specific Receivable, all Collections received from an Obligor shall be applied to the oldest Receivables of such Obligor. (g) The Servicer, following notification that collections of any receivable or other intangible owed to any Seller which is not a Receivable have been deposited in error into any Lockbox Account, shall segregate all such collections or, if such collections have been deposited into the Certificate Collection Account, (II) shall, rather than deposit them shall segregate such collections for transfer to such Seller. Promptly after such misapplied collections have been identified in the Certificate Account, directly remit writing to the Primary Trustee, the Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), shall transfer and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees turn over all such collections to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):such Seller.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the second Business Day after identification thereof. For purposes of this Article V, the Master phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “P-1” by Moody’s and NMAC’s short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor’s, Nissan Capital of America, Inc.’s short-term unsecured debt obligations) are rated “A-1” by Standard & Poor’s (so long as Moody’s and Standard & Poor’s are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”); the Servicer shall opennot be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, or cause without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in remitted by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, Collection Account not later than the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")second Business Day after identification thereof. (b) On or prior to The Indenture Trustee will promptly, on the date of receipt, deposit into the Master Servicer shall first deposit funds in a Certificate Collection Account or all Net Swap Receipts received by it under the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account Rate Swap Agreement in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementimmediately available funds. (c) The Master Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (d) The Servicer shall depositgive the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (e) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to be deposited, into the Certificate Account on Owner Trustee and the Business Day following receipt (or, Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make downgrading or withdrawal by such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Rating Agency of the proper application ratings then assigned to any Class of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Notes.

Collections. Except for (ai) On or prior amounts owing to the Closing DateNewell Puerto Rico, the Master Servicer shall open, or cause Ltd. in an amount not to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, exceed $2,000,000 in the name of "▇▇▇▇▇ Fargo Bankaggregate in any calendar month, National Association(ii) in each case, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Passa period not to exceed twenty-Through Certificates, Series 2005-TOP17" five (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b25) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt months (or, in the case of an inadvertent failure to make such deposit on the Lehigh Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts)Sale, the following amounts received by it Winter Sports Business Sale, the Goody Business Sale and the Rawlings Business Sale, for a period not to exceed the earliest of (including amounts remitted x) the related number of months agreed to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder Business Sellers and the final purchaser of such business by which collections of accounts receivable relating to such business shall no longer be deposited therein and (y) twenty-five (25) months) after consummation of the excess servicing rights)):Lehigh Business Sale, the Decor Business Sale, the Tool Business Sale, the Winter Sports Business Sale, the Goody Business Sale or the Rawlings Business Sale, as applicable, collections of accounts receivable relating to the Lehigh Business, the Decor Business, the Tool Business, the Winter Sports Business, the Goody Business, the Miken Business and the Rawlings Business, respectively, (iii) in each case, for a period not to exceed twelve (12) months after consummation of the Hearthmark Business Sale or the Triathlon Business Sale, as applicable, collections of accounts receivable relating to the Hearthmark Business and the Triathlon Business, respectively, (iv) for a period not to exceed eighteen (18) months after consummation of the Consumer Storage Business Sale, collections of accounts receivable relating to the Consumer Storage Business and (v) amounts deposited in the Collection Account in error, such Originator will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Deposit Account cash or cash proceeds other than Collections. Except as provided under Section 4.1(i) or as may be required by the Administrative Agent, such Originator will not deposit or otherwise credit, or cause or permit to be so deposited or credited, any Collections or proceeds thereof to any lock-box account or to any other account not covered by a Blocked Account Agreement. (d) Schedule VII to the Sale Agreement is hereby amended and restated in its entirety as set forth on Schedule VII hereto.

Collections. (a) On or prior The Servicer shall apply all Collections released to the Closing Buyer pursuant to the Purchase Agreement and all amounts paid by the Originators pursuant to Section 1.3 hereof (i) first, to pay the Purchase Price then owing by the Buyer hereunder on such date, (ii) second, if such date is a Settlement Date, to pay the Master Servicer shall open, or cause to be openedaccrued and unpaid interest on the Subordinated Loan for the most recently ended calendar month (as provided in Section 1.2(c)), and shall thereafter maintain(iii) third, to prepay in whole or cause to be maintainedin part the principal amount of the Subordinated Loan. The Servicer shall, a separate on or before each Settlement Date, deposit into an account of the Buyer or accounts, which accounts must be Eligible Accounts, in the name Buyer’s assignee all remaining Collections of "▇▇▇▇▇ Fargo Bank, National Association, as Master Receivables (if any) then held by the Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior but only to the Closing Date, extent such Collections have not been previously applied to purchase new Receivables hereunder or to pay the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"Subordinated Loan). (b) On or prior to In the date event that the Master Servicer shall first deposit funds in a Certificate Account Originators believe that collections which are not Collections of Receivables have been deposited into an account of the Buyer or the Interest Reserve Account, as the case may beBuyer’s assignee, the Master Servicer Originators shall give to so advise the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interestBuyer and, on the Business Day following such identification to the Buyer’s reasonable satisfaction, the Originators shall instruct the Servicer to remit such collections to the Originators. (c) On each Settlement Date, the Buyer shall, to the extent Collections are available for such purpose under the Purchase Agreement and are not required to pay the Purchase Price for any Receivables purchased hereunder, pay to the Originators accrued interest on the Subordinated Loan; provided that each such payment shall be made solely from (i) Collections of Receivables after all other amounts then due from the Buyer under the Purchase Agreement have been paid in full and all amounts then required to be set aside by the Buyer or the Servicer under the Purchase Agreement have been so set aside or (ii) excess cash flow from operations of the proper application Buyer which is not required to be applied to the payment of any Obligations; and provided, further that no such amounts)payment shall be made at any time when an “Event of Termination” (as defined in the Purchase Agreement) shall have occurred and be continuing. At such time following the Sale Termination Date when all Obligations shall have been paid in full, the following amounts Buyer shall apply all Collections of Receivables received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account Buyer pursuant to Section 9.14), other than in respect 1.2(a) (and not previously distributed) first to the payment of accrued interest and principal on the Mortgage LoansSubordinated Loan, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted and then to the Depositor (provided that reduction of the Master Servicer (I) may retain amounts otherwise payable to principal amount of the Master Servicer as provided Subordinated Loan, in Section 5.2(a) rather than deposit them into each case, allocated among the Certificate Account, (II) shall, rather than deposit them Originators in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Buyer’s sole discretion.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the second Business Day after identification thereof. For purposes of this Article V, the Master phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “P-1” by Moody’s and NMAC’s short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor’s, Nissan Capital of America, Inc.’s short-term unsecured debt obligations) are rated “A-1” by Standard & Poor’s (so long as Moody’s and Standard & Poor’s are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”); the Servicer shall opennot be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, or cause without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in remitted by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, Collection Account on a daily basis not later than the Master Servicer shall open, or cause to be opened, second Business Day after identification thereof. (Nissan Sale and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"Servicing Agreement). (b) On or prior to The Indenture Trustee will promptly, on the date of receipt, deposit into the Master Servicer shall first deposit funds in a Certificate Collection Account or all New Swap Receipts received by it under the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account Rate Swap Agreement in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementimmediately available funds. (c) The Master Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (d) The Servicer shall depositgive the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (e) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to be deposited, into the Certificate Account on Owner Trustee and the Business Day following receipt (or, Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make downgrading or withdrawal by such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Rating Agency of the proper application ratings then assigned to any Class of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Notes.

Collections. (a) On Until the Borrower’s authority to do so is terminated by the Bank pursuant to subsection (b) below, enforce and collect at the Borrower’s cost and expense in accordance with the collection practices customary in the Borrower’s business payment of all amounts due and payable on or prior in respect of Loan Receivables relating to Eligible Loans specified as collateral on the Closing Date, written request by Borrower for the Master Servicer shall open, or cause to be openedLoan on the Bank’s behalf and for the Bank’s account as the Bank’s property in trust for the Bank, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in use the name proceeds of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee all such payments for the Holders Borrower’s general business purposes so long as such use is not inconsistent with the provisions of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")this Agreement. (b) On or prior At any time after a Default, the Bank may terminate the authority given to the date Borrower in subsection (a) above whereupon (i) the Master Servicer Bank shall first deposit funds in a Certificate Account or have the Interest Reserve Account, as right to send to the case may beborrowers of Eligible Loans for which an Advance has been made, the Master Servicer shall give Notices of Assignment executed and delivered by the Borrower concurrently herewith to be held by the Bank hereunder, or otherwise to notify and direct, and/or require the Borrower to notify and direct, all account debtors to make all payments on or in respect of Loan Receivables relating to Eligible Loans directly to the Paying Agent Bank for deposit into a special banking account maintained by the Bank over which the Bank has exclusive dominion, control and power of access and withdrawal (the Trustee prior written “Collection Account”), (ii) unless otherwise agreed by the Bank, any cash, checks, drafts, money orders, instruments or other remittances on or with respect to Loan Receivables relating to Eligible Loans received by the Borrower shall be delivered to the Bank within one (1) day of receipt thereof by the Borrower for deposit to the Collection Account in precisely the form in which received, except for the addition thereto of the endorsement of the Borrower where required for collection of any checks, drafts, money orders, instruments or other remittances which endorsement the Borrower agrees to make and with respect thereto the Borrower hereby waives notice of presentment, protest and non-payment, (iii) pending such deposit, the name Borrower will not commingle any such cash, checks, drafts, money orders, instruments or other remittances with other funds or property but will hold them separate and address of apart and in trust for the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), Bank subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments security interest and investments and its rights lien of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account Bank on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer)Collateral hereunder, and (IIIiv) shall, rather than deposit them the Bank shall have the right at any time and from time to time to apply funds held by it in the Certificate Account, directly remit the Excess Servicing Fees Collection Account to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder payment of all or any part of the excess servicing rights)):Obligations, whether matured or unmatured, in such order and manner as the Bank may determine in its sole discretion.

Collections. (ai) On or prior The Servicer shall administer Collections in accordance with the provisions of this Section 2.7. Approved Investors shall be instructed to pay proceeds from the sale of Mortgage Loans into the Collection Account, and such amounts may be released in accordance with the procedures set forth in Section 3.3 hereof. (ii) The Servicer acknowledges that Collections and/or other Collateral Proceeds received by it with respect to any Mortgage Asset belong to the Closing Borrower and have been pledged to the Administrative Agent, on behalf of the Lenders. From such Collections and/or other Collateral Proceeds, the Servicer, on behalf of the Borrower, shall deposit amounts necessary to make payments on the following Settlement Date (or end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv), as applicable, into the Collection Account no later than such Settlement Date or at the end of such Interest Period, or, on or after the Drawdown Termination Date or upon the occurrence and during the continuation of an Event of Default, within one Business Day after receipt by the Servicer. Until deposited into the Collection Account, the Servicer may commingle Collections and other Collateral Proceeds with its own funds and use such funds for its own business purposes. (iii) Prior to the Drawdown Termination Date, the Master Servicer shall open, or cause withdraw funds from the Collection Account (to be opened, the extent of collected funds therein) and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, make payments from the Collection Account at the following times and in the name following order of "▇▇▇▇▇ Fargo Bankpriority: (A) To the extent not previously paid, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing on each Settlement Date, the Master Servicer shall opendeposit an amount equal to the costs, or cause fees and expenses then due and payable to be opened, and shall maintain, or cause the Collateral Agent to be maintained an additional separate account or accounts in designated by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Collateral Agent. (bB) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or prior any Eurodollar Advance, the Servicer shall deposit an amount equal to accrued interest on such Advance, which amount shall be paid to the date applicable Managing Agent’s Account for the Master related Lenders. On each Settlement Date, the Servicer shall first deposit funds an amount equal to accrued interest on each Advance that bears interest at the Alternate Base Rate to the applicable Managing Agent’s Account. (C) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable, on a pro rata basis, to (i) Bank One, as a Managing Agent under the Bank One Managing Agent Fee Letter shall be paid to Bank One’s Managing Agent’s Account and (ii) to the Administrative Agent and CL New York, as a Managing Agent, under the CL New York Fee Letter to the CL New York’s Managing Agent’s Account. (D) On each Settlement Date on which the Required Reserve Account Amount exceeds the amount then on deposit in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give deposit an amount equal to such excess to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this AgreementAccount. (cE) The Master On each Settlement Date, if the Seasonal Drawdown Termination Date shall have occurred and be continuing, an amount equal to the unpaid Principal Debt payable to the Seasonal Lenders shall be paid to the Managing Agent’s Accounts related to the Seasonal Lenders until the Principal Debt owing to the Seasonal Lenders is reduced to zero; provided that, if the application of such amounts to the reduction of the Principal Debt owed to the Seasonal Lenders would cause a Default or an Event of Default to occur or there would otherwise be a Default or Event of Default in existence, then, instead of such application, Collections shall be paid to each Managing Agent’s Account pro rata in proportion to the outstanding Principal Debt (including Seasonal Advances) owing to the Lenders in each Group. (F) On each Settlement Date, if the Group Banks in any Group have not consented to an extension of the Drawdown Termination Date, but the Group Banks in the other Group have so consented and such non-extending Lenders have not assigned their respective Advances and Bank Commitments to one or more other Lenders in accordance with Section 2.1(b) and Section 13.9, the Servicer shall depositdeposit an amount equal to the unpaid balance of all Principal Debt owing to the non-extending Lenders to the related Managing Agent’s Account. (G) To the extent not previously paid, or cause to be depositedon each Settlement Date, into the Certificate Account Servicer shall deposit any amounts, other than those listed in clauses (A), (B) and (C) above and other than principal on the Business Day Advances, that are then due and payable and of which the Servicer has received prior written notice, including without limitation additional costs under Section 2.16, any additional interest under Section 2.17, Consequential Losses under Section 2.18, indemnities under Section 10.1 and costs, expenses and taxes under Section 13.19, to the applicable Managing Agent’s Account. (H) On each Settlement Date, the Servicer shall withdraw from the Collection Account for its own account an amount equal to accrued Servicing Fee then due and payable. (iv) On the Drawdown Termination Date and thereafter, the Administrative Agent shall make payments from the Collection Account (to the extent of collected funds therein) at the following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure times and in the case following order of unscheduled remittances priority: (A) On each Settlement Date, if the Servicer is not one of principal the Originators or interestan Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (B) To the extent not previously paid, on the Business Day following identification of the proper application of such amounts)each Settlement Date, the following amounts received by it (including amounts remitted an amount equal to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14)costs, other than in respect of interest fees and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note expenses then due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise and payable to the Master Servicer Collateral Agent shall be paid to an account designated by the Collateral Agent. (C) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or for any Eurodollar Advance, an amount equal to accrued interest on each such Advance shall be paid to the applicable Managing Agent’s Account. On each Settlement Date, an amount equal to accrued interest on Advances that bear interest at the Alternate Base Rate shall be paid to the applicable Managing Agent’s Account. (D) On each Settlement Date, an amount equal to the unpaid principal balance of all Advances made by Lenders shall be paid to the applicable Managing Agent’s Account. (E) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable, on a pro rata basis, (i) to Bank One as provided a Managing Agent, under the Bank One Managing Agent Fee Letter shall be paid to Bank One’s Managing Agent’s Account and (ii) to the Administrative Agent and CL New York, as a Managing Agent, under the CL New York Fee Letter shall be paid to the CL New York’s Managing Agent’s Account. (F) To the extent not previously paid, on each Settlement Date, any amounts of the type described in Section 5.2(a2.7(c)(iii)(G) rather than deposit them are then due and payable and any other unpaid Obligations shall be paid to the applicable Managing Agent’s Account. (G) On the Settlement Date on which all Obligations are paid in full, if the Servicer is one of the Originators or an Affiliate of one of the Originators, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (v) Upon receipt of funds deposited into the Certificate its Managing Agent’s Account, (II) shall, rather than deposit them in the Certificate Account, directly remit each Managing Agent shall distribute such funds to the Primary Servicer Lenders in its Group or to itself for application to the Primary Servicing Fees payable as provided Obligations in accordance with the order of priority set forth in Section 5.2(a)(iv)(unless already retained by the Primary Servicer2.7(c)(iii) or (iv), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):applicable.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the first Business Day after receipt thereof. For purposes of this Article V, the Master phrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders), except that the requirement in clause (ii) shall not apply if only the Class C Certificates are outstanding and the Class C Certificates do not have an investment grade rating, (collectively, the "Monthly Remittance Conditions"); the Servicer shall opennot be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, or cause without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in remitted by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, Collection Account on a daily basis not later than the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")first Business Day after receipt thereof. (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account The Indenture Trustee or the Interest Reserve Account, as Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the case may be, definition of the Master Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer shall give to in an Officer's Certificate or from the Paying Agent Holders of Notes or Certificates evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes and the Trustee prior written notice aggregate balance of the name and address Certificates, acting together as a single class, or a Trust Officer of the depository institution(s) at which such accounts are maintained and Indenture Trustee or the account number Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (event or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementcircumstances. (c) The Master Servicer shall depositgive the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to be deposited, into the Certificate Account on Owner Trustee and the Business Day following receipt (or, Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make downgrading or withdrawal by such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Rating Agency of the proper application ratings then assigned to any Class of such amounts), Notes or the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Class C Certificates.

Collections. (a) On or prior The Servicer shall remit within two Business Days of receipt thereof to the Closing DateCollection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies, then the Representative’s) short term obligations are rated at least “A-1” by Standard & Poor’s and “Prime-1” by Moody’s and (iv) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (iv) of the preceding sentence is not satisfied, then the Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior remit such collections with respect to the Closing Datepreceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Master Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall open, mean payments made with respect to the Receivables by Persons other than the Servicer or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Depositor. (ba) On The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or prior postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account related Distribution Date pursuant to Section 9.14), other than in respect 5.6(a)(i) upon certification by the Servicer of interest such amounts and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted provision of such information to the Depositor (provided that Indenture Trustee and the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Indenture Administrator.

Collections. Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (a) On or other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds and any subsequent Recoveries, both as collected during a Collection Period, prior to 11:00 A.M. (New York time) on the Closing related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior remit to the Closing Date, Deposit Account all payments by or on behalf of the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior Obligors with respect to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent Receivables (other than Purchased Receivables and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(anot including Fixed Value Payments), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments all Liquidation Proceeds and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, any subsequent Recoveries within 3 two Business Days of discovery receipt thereof. The commingling conditions are as follows: (i) CFC must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) CFC must maintain a short-term rating of such failure at least A-1 by Standard & Poor's and P-1 by Moody's or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the case of unscheduled remittances of principal or interestcontrary, so long as CFC is the Servicer, CFC may withhold from the deposit into the Deposit Account any amounts indicated on the Business Day following identification related Servicer's Certificate as being due and payable to CFC or the Seller and pay such amounts directly to CFC or the Seller, as applicable. For purposes of the proper application of such amounts)this Article V, the following amounts received phrase "payments by it (including amounts remitted or on behalf of Obligors" shall mean payments made with respect to the Master Servicer Receivables by the Special Servicer from an REO Account pursuant to Section 9.14), Persons other than in respect the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer shall make daily remittance of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted collections to the Depositor (Deposit Account within two Business Days of receipt thereof; provided that the Master Servicer (I) however, daily remittance may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather commence no later than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained five Business Days following a reduction of CFC's short-term ratings below A-1 by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained Standard & Poor's or P-1 by the applicable holder of the excess servicing rights)):Moody's.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the second Business Day after identification thereof. For purposes of this Article V, the Master phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by Moody’s, NMAC’s short-term unsecured debt obligations are rated “A-1” by Standard & Poor’s and NMAC’s short-term unsecured debt obligations are rated at least “F1+” by Fitch (so long as Moody’s, Standard & Poor’s and Fitch are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”); the Servicer shall opennot be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, or cause without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if it is acceptable to each Rating Agency then rating the Notes without a reduction in the rating of any Class of Notes, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and shall thereafter maintain, or cause to will instead be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior subject to the Closing Date, conditions to making monthly deposits as required by the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")subsequent Public ABS Transaction. (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement[Reserved.] (c) The Master Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (d) The Servicer shall depositgive (i) the Owner Trustee and the Indenture Trustee written notice as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof and (ii) each Rating Agency prompt written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, or cause no such notice shall be required in connection therewith). (e) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to be deposited, into the Certificate Account on Owner Trustee and the Business Day following receipt (or, Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make downgrading or withdrawal by such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Rating Agency of the proper application ratings then assigned to any Class of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Notes.

Collections. (a) On or prior to the Closing The Collection Agent shall, on each Settlement Date, deposit into an account of the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in Purchaser all Collections of Transferred Receivables then held by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Collection Agent. (b) On or prior to In the date the Master Servicer shall first deposit funds in event that a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice Seller believes that Collections which are not Collections of Transferred Receivables have been deposited into an account of the name and address of Purchaser, such Seller shall so advise the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interestPurchaser and, on the Business Day following identification such identification, the Purchaser shall remit, or shall cause to be remitted, all Collections so deposited which are identified, to the Purchaser’s satisfaction, to be Collections of Receivables which are not Transferred Receivables to such Seller. (c) On each Settlement Date, the Purchaser shall pay to the applicable Seller accrued interest on the Deferred Purchase Price and the Purchaser may, at its option, prepay in whole or in part the principal amount of the proper application Deferred Purchase Price; provided that (i) accrued interest and principal shall be payable pro rata to the Sellers based on the outstanding accrued interest and principal due to each Seller, and (ii) each such payment shall be made solely from (x) Collections of Transferred Receivables after all other amounts then due from the Purchaser under the RPA have been paid in full and all amounts then required to be set aside by the Purchaser or the Collection Agent under the RPA have been so set aside or (y) excess cash flow from operations of the Purchaser which is not required to be applied to the payment of other obligations of the Purchaser (any monies available for such amounts)payment, the following amounts “Available Funds”); and provided further, that no such payment shall be made at any time when an Event of Termination shall have occurred and be continuing. Following the RPA Final Payment Date, the Purchaser shall apply, on each Settlement Date, all Collections of Transferred Receivables received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account Purchaser pursuant to Section 9.14), other than in respect 2.03(a) (and not previously distributed) first to the payment of accrued interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted Deferred Purchase Price (payable pro rata to the Depositor (provided that Sellers based on the Master Servicer (I) may retain amounts otherwise payable outstanding amount of such accrued interest due to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicereach Seller), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees then to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder reduction of the excess servicing rightsprincipal amount of the Deferred Purchase Price (payable pro rata to the Sellers based on the outstanding principal amount due to each Seller)):. 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Collections. The Master Servicer shall (aor shall cause the applicable Sub-Servicers to) On remit within two Business Days of receipt thereof to the Group I Collection Account Subaccount (with respect to the Group I Student Loans) or the Group II Collection Account Subaccount (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) Key Bank USA, National Association remains the Administrator, (ii) no Administrator Default shall have occurred and be continuing and (iii) prior to ceasing daily remittances to the applicable subaccount of the Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer shall open, (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof to be openedthe Administrator, and the Administrator need not deposit such collections into the Group I Collection Account Subaccount or the Group II Collection Account Subaccount, as applicable, until one Business Day immediately prior to the next following Distribution Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Administrator shall thereafter maintaindeposit into the Group I Collection Account Subaccount or the Group II Collection Account Subaccount, or cause as applicable, (i) with respect to be maintainedthe Group II Student Loans only, a separate account or accountsGuarantee Payments made by TERI in excess of the Maximum TERI Payments Amount, which accounts must be Eligible Accounts, in the name of "and (ii) that ▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders ion of ▇▇▇▇such amounts receiv▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior y it that is equal to the Closing Daterelated Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Group I Collection Account Subaccount or the Group II Collection Account Subaccount, as applicable, within two Business Days thereof. For purposes of this Article V, the Master Servicer phrase "payments by or on behalf of Obligors" shall open, mean payments made with respect to the Group I or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National AssociationGroup II Student Loans, as Master Servicer for LaSalle Bank National Associationapplicable, as Trustee for by or on behalf of borrowers thereof and the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" Guarantors (but excluding the "Interest Reserve Account"Department). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):

Collections. Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (a) On or other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds collected during the related Collection Period, prior to 11:00 A.M. (New York time) on the Closing related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Master Servicer shall openremit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments) and all Liquidation Proceeds within two Business Days of receipt thereof. The commingling conditions are as follows: (i) DCFS must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) DaimlerChrysler North America Holding Corporation must maintain a short-term rating of at least "P-1" by Moody's and "A-1" by Standard & Poor's or cause (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the contrary, so long as DCFS is the Servicer, DCFS may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and payable to DCFS or the Seller and pay such amounts directly to DCFS or the Seller, as applicable. For purposes of this Article V, the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be openedmet, and the Servicer shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name make daily remittance of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior collections to the Closing DateDeposit Account within two Business Days of receipt thereof; provided, however, daily remittance may commence no later than five Business Days following a reduction of DaimlerChrysler North America Holding Corporation's short-term ratings below "P-1" by Moody's or "A-1" by Standard & Poor's. In addition, if the Servicer is required to make daily remittance of collections into the Deposit Account, the Master Servicer shall open, may with respect to all interest payments by or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in on behalf of the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior Obligors with respect to the date Receivables (other than Purchased Receivables and not including Fixed Value Payments): (i) calculate the Master Servicer shall first deposit funds in a Certificate Account or amount of such interest payments collected each day on the Interest Reserve Account, as basis of the case may beaggregate Principal Balance of the Receivables (other than Purchased Receivables and not including Fixed Value Payments) at the start of the applicable Collection Period, the Master Servicer shall give weighted average APR of such Receivables and the number of calendar days in that Collection Period divided by 360 and (ii) deposit such calculated daily interest amounts to the Paying Agent and Deposit Account within the Trustee prior written notice applicable time frame required pursuant to this Section 5.02. In the event that the sum of the name and address daily interest amounts so calculated for a Collection Period exceeds the amount of actual interest payments for that Collection Period, the Indenture Trustee shall, at the written direction of the depository institution(s) at which Servicer, release such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject excess to the Master Servicer's Servicer (or its Primary Servicer's designee). For the avoidance of doubt, the Servicer is not required to calculate the amount of interest payments in the manner provided in the two immediately preceding sentences and may, upon provision to the Indenture Trustee of written notice thereof, change its procedures so that it deposits the actual amount of interest payments made by or its Sub-Servicer'son behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Deposit Account on within the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account applicable time frame required pursuant to this Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):5.02.

Collections. (a) On or prior to the Closing Date, the each Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "Wells Fargo Bank National Association, as General Master Servicer for ▇▇▇▇▇ Fargo Bank, lle Bank National Association, as Trustee for the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certi▇▇▇▇▇▇s, ▇▇▇▇▇s 2005-IQ9" and "NCB, FSB, as NCB Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCerti▇▇▇▇▇▇s, Series ▇▇▇▇▇s 2005-TOP17IQ9" (collectively, or individually, as the case may be the "Certificate Account"). The General Master Servicer shall maintain the Certificate Account with respect to all of the Mortgage Loans (other than the NCB, FSB Loans) and the NCB Master Servicer shall maintain the Certificate Account with respect to the NCB, FSB Loans. On or prior to the Closing Date, the each Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Wells Fargo Bank, National Association, as General Master Servicer fo▇ ▇▇▇alle Bank National Association, as Trustee for the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certi▇▇▇▇▇▇s, ▇▇▇▇▇s 2005-IQ9" and "NCB, FSB, as NCB Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertificatesCerti▇▇▇▇▇▇s, Series ▇▇▇▇▇s 2005-TOP17IQ9" (collectively, or individually, as the case may be, the "Interest Reserve Account"). The General Master Servicer shall maintain the Interest Reserve Accounts with respect to non-NCB, FSB Loans and the NCB Master Servicer shall maintain the Interest Reserve Accounts with respect to the NCB, FSB Loans. (b) On or prior to the date the a Master Servicer shall first deposit funds in a Certificate Account or the an Interest Reserve Account, as the case may be, the such Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer Servicers shall take such actions as are necessary to cause the any depository institution holding the a Certificate Account and the an Interest Reserve Account to hold such account accounts in the name of the applicable Master Servicer as provided in Section 5.1(a), subject to the such Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The applicable Master Servicer shall deposit, or cause to be deposited, into the its Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the such Master Servicer by the applicable Special Servicer from an the applicable REO Account pursuant to Section 9.149.14 and amounts received from the Primary Servicers or Sub-Servicers), other than amounts received by it in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note Loans due on or before the Cut-Off Date which shall be remitted to the Depositor applicable Seller (provided that the such Master Servicer (I) may retain amounts otherwise payable to the such Master Servicer as provided in Section 5.2(a) rather than deposit them into the such Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer Servicers the applicable Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless 5.2(a)(iv) (unless already retained by the applicable Primary Servicer), and (III) shall, rather than deposit them in the a Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless 5.2(a)(iv) (unless already retained by the applicable holder of the excess servicing rights)):

Collections. (a) On or prior The Servicer shall remit within two (2) Business Days of receipt thereof in cash to the Closing DateCollection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Liquidation Proceeds, both as collected during each Collection Period. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the Receivables or the Financed Assets by Persons other than the Servicer, E*Trade Consumer Finance, the Master Servicer shall open, Transferor or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Depositor. (b) On or prior Notwithstanding anything in this Agreement to the date contrary, if (i) E*Trade Consumer Finance is the Master Servicer, (ii) no Servicer shall first deposit funds Default has occurred and is continuing and (iii) (A) the Servicer’s short-term unsecured debt rating is at least “A-1” by Standard & Poor’s and “Prime-1” by Moody’s, or (B) E*Trade Consumer Finance otherwise obtains the Rating Agency confirmations described below, then (subject to any limitations in a Certificate Account or the Interest Reserve Account, as the case may besuch confirmations described below), the Master Servicer shall give to need not make the Paying Agent daily deposits of payments and Liquidation Proceeds into the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Collection Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a5.02(a), subject but may make a single deposit into the Collection Account in same-day funds not later than 2:00 p.m. (New York City time) on each Determination Date in a net amount equal to the Master amount which would have been on deposit with respect to the immediately preceding Collection Period in the Collection Account; provided, however, that prior to ceasing daily deposits as described in Section 5.02(a) the Servicer shall have delivered to the Indenture Trustee (i) only if E*Trade Consumer Finance is relying on clause (b)(iii)(B) above, written confirmation from each of the Rating Agencies that the failure by E*Trade Consumer Finance to make daily deposits shall not result in a qualification, reduction or withdrawal of the rating of any Notes then Outstanding and (ii) a certificate of a vice president or other officer of the Servicer stating that all conditions described in this paragraph to the cessation of the Servicer's ’s duty to make daily deposits have been satisfied. If (i) E*Trade Consumer Finance is no longer the Servicer, (ii) a Servicer Default has occurred and is continuing, (iii) the Servicer shall cease to have the required short-term unsecured debt ratings described in the previous sentence, or (iv) any Rating Agency shall revoke its Primary Servicer's confirmation described in the previous sentence or its Sub-Servicer'sE*Trade Consumer Finance shall fail to comply with any limitations in any such confirmation, then (A) right the Servicer shall comply with Section 5.02(a) until such time as the conditions described in the previous sentence have been satisfied and (B) E*Trade Consumer Finance promptly shall notify the Indenture Trustee as to direct payments and investments and its rights the failure of withdrawal under this Agreementsuch conditions to be satisfied. (c) The Master If (i) the Servicer shall deposit, or cause to be deposited, makes a deposit into the Certificate Collection Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest a payment of a Receivable and principal on such payment was received by the Mortgage LoansServicer in the form of a check which is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any payment and deposits an amount that is less than or more than the actual amount of such payment, any Serviced Companion Mortgage Loan the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or any B Note due on or before the Cut-Off Date mistake. Any Receivable in respect of which a dishonored check is received shall be remitted deemed not to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):have been paid.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the second Business Day after identification thereof. For purposes of this Article V, the Master phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by Moody’s and NMAC’s short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor’s, Nissan Capital of America, Inc.’s short-term unsecured debt obligations) are rated “A-1” by Standard & Poor’s (so long as Moody’s and Standard & Poor’s are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”); the Servicer shall opennot be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, or cause without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in remitted by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, Collection Account not later than the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")second Business Day after identification thereof. (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account The Indenture Trustee or the Interest Reserve Account, as Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the case may be, definition of the Master Servicer shall give to Monthly Remittance Condition unless the Paying Agent and Indenture Trustee or the Owner Trustee prior written has received notice of such event or circumstance from the name and address Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the depository institution(s) at which such accounts are maintained and Outstanding Amount of the account number Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (event or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementcircumstances. (c) The Master Servicer shall depositgive the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to be deposited, into the Certificate Account on Owner Trustee and the Business Day following receipt (or, Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make downgrading or withdrawal by such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Rating Agency of the proper application ratings then assigned to any Class of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Notes.

Collections. The Indenture Trustee shall review the Servicer's Certificate prepared by the Servicer immediately upon receipt thereof pursuant to Section 8.09 of the Trust Agreement. For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 9.04(a)(i) through (a) On vii), the Indenture Trustee shall withdraw or prior direct the Servicer to withdraw from the Spread Account, to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice extent of the name and address Available Spread Amount, an amount equal to such deficiency (after consideration of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as adjustment provided in Section 5.1(a9.04(b)(i)) and promptly deposit such amount in the Collection Account; or, if the Notes shall have been declared to be due and payable under Section 5.02 following an Event of Default, for any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 5.06(a)(i) through (vii), subject but excluding any distributions required by Section 5.06(a)(ii) and Sections 5.06(a) (iv) or (vi) in an amount in excess of the amount, if any, required to reduce the aggregate Note Balances as of the prior Payment Date (after giving effect to any distributions on the prior Payment Date) to the Master Servicer's (Pool Balance at the end of the related Collection Period, the Indenture Trustee shall withdraw or its Primary Servicer's or its Sub-Servicer's) right direct the Servicer to direct payments withdraw from the Spread Account, to the extent of the Available Spread Amount, an amount equal to such deficiency and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, promptly deposit such amount in the case Collection Account. In either case, if such deficiency exceeds the Available Spread Amount, the Indenture Trustee shall notify the Insurer of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery amount of such failure excess deficiency. To the extent the Insurer is required pursuant to the terms of the Policy to pay the amount of such excess deficiency of the Monthly Servicing Fee, Monthly Interest and Monthly Principal, the Indenture Trustee shall promptly (and in the case of unscheduled remittances of principal or interestany event not later than 1:00 p.m., New York City time, on the Business Day following identification preceding the Payment Date) deliver a Notice for Payment as defined in the Policy (appropriately completed) to the Fiscal Agent with respect to the Policy. The Indenture Trustee shall, immediately upon receipt, deposit in the Collection Account any funds received by the Indenture Trustee in respect of funds drawn under the proper application Policy from the Insurer. 57 If the Available Funds for a Payment Date are insufficient to pay current and past due Insurance Premiums on the Policy, or any amounts owing to the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall notify the Indenture Trustee of such amounts)deficiency, and the following amounts received by it applicable Available Spread Amount, if any, then on deposit in the Spread Account (including amounts remitted after giving effect to any withdrawal to satisfy a deficiency in the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14)Monthly Servicing Fee, Monthly Interest or Monthly Principal, other than in respect of interest and principal on amounts that would be attributable to the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which Accelerated Principal Amount) shall be remitted available to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):cover such deficiency.

Collections. (a) On The Servicer shall remit or prior cause to ----------- be remitted by wire transfer to the Collection Account, as appropriate (i) within five Business Days after the Closing Date, the Master aggregate amount of all Collections received by the Servicer shall open, or cause to be opened, from but excluding the Cut-Off Date through and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in including the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" Closing Date and (the "Certificate Account"). On or prior to ii) beginning from and excluding the Closing Date, all Collections (other than penalty interest, late charges, prepayment penalties and premiums, modification fees and assumption and substitution fees and Escrow Amounts), including all payments by or on behalf of the Master Mortgagors on the Mortgage Loans and all amounts with respect to the Mortgage Loans, as collected not later than one Business Day following the Business Day on which such amounts are received by the Lock-Box Bank (or by the Servicer directly and are identified by the Servicer as relating to the Mortgage Loans); provided, however, that it shall open, or cause not be necessary for -------- ------- the Servicer to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts remit Collections on any Business Day when the aggregate amount in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for Servicer's possession from the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Collections prior to such Business Day is less than $1,000. (b) On or prior The Servicer shall provide the Lock-box Bank with instructions to transfer by wire transfer in immediately available funds all amounts on deposit in the Lock-box Account which constitute Collections to the date Collection Account on each Business Day during the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice term of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master On each Determination Date, the Servicer shall deposit, or cause to be deposited, into determine the Certificate Account on the Business Day following receipt (or, in the case amount of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts Collections received by it (including amounts remitted the Servicer with respect to the Master Servicer Mortgage Loans during the prior Collection Period (including, with respect to the first Distribution Date, all Collections with respect to the Mortgage Loans received by the Special Servicer Sellers from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off off Date which shall be remitted to the Depositor Closing Date), together with the aggregate Repurchase Price applicable to such Determination Date, which in each case have been deposited in the Collection Account in accordance with the terms of this Agreement (provided that the Master "Gross Available Funds"). (d) On each Servicer (I) may retain amounts otherwise payable Remittance Date, the Servicer shall direct the Trustee to remit to the Master Servicer as provided the aggregate Servicing Fees, and to pay to the Trustee the Trustee's Fee, in Section 5.2(aeach case from the Gross Available Funds then on deposit in the Collection Account, and to deposit the remainder of the Gross Available Funds (the "Available Funds") rather than deposit them into to the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):.

Collections. (a) On or prior The Servicer shall remit to the Closing DateCollection ----------- Account all payments by or on behalf of the Obligors on the Receivables, all Insurance Proceeds, all Liquidation Proceeds, proceeds from any Dealer Liability, proceeds from any NITC Purchase Obligations and proceeds from any Guaranties within two Business Days after receipt thereof. Notwithstanding the foregoing, the Master Servicer shall opennot be required to remit such collections within such two Business Days but may remit collections received during a Monthly Period to the Collection Account in immediately available funds on the Business Day immediately preceding the related Distribution Date but only for so long as (i) NFC is the Servicer, or cause to be opened(ii) (x) the Servicer satisfies the requirements for monthly remittances established by the Rating Agencies initially rating the Securities, and shall thereafter maintainupon the satisfaction of such requirements, the Rating Agencies which initially rated the Securities reaffirm the rating of the Securities at the level at which they would be rated if collections were remitted within two Business Days or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in (y) the name short-term unsecured debt obligations of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of NFC are rated at least A-1+ by S&P and P-1 by ▇▇▇▇▇'▇ ▇▇▇▇▇▇▇ Capital I Investors Service, Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (IIIiii) shall, rather a Servicer Default shall not have occurred and be continuing. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (iii) of the immediately preceding sentence that would require remittance within two Business Days by the Servicer to the Collection Account unless the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from Noteholders whose Notes evidence not less than deposit them 25% of the Outstanding Amount of the Voting Notes as of the close of the preceding Distribution Date or unless a Responsible Officer in the Certificate Account, directly remit Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance. For purposes of this Article V the Excess Servicing Fees to phrase "payments by or on behalf of Obligors" shall mean payments made by Persons other than the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Servicer.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the second Business Day after identification thereof. For purposes of this Article V, the Master phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least [“Prime-1”] by [Moody’s], NMAC’s short-term unsecured debt obligations are rated at least [“A-1”] by [Standard & Poor’s] and NMAC’s short-term unsecured debt obligations are rated at least [“F1”] by [Fitch] (so long as [Moody’s], [Standard & Poor’s] and [Fitch] are Rating Agencies), (B) NMAC maintains a letter of credit or other form of enhancement acceptable to each Rating Agency to support NMAC’s obligation to deposit collections into the Collection Account, or (C) NMAC otherwise satisfies each Rating Agency’s requirements, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”); the Servicer shall opennot be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, or cause without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in remitted by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, Collection Account not later than the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")second Business Day after identification thereof. (b) On or prior to [The Indenture Trustee will promptly, on the date of receipt, deposit into the Master Servicer shall first deposit funds in a Certificate Collection Account or all Net [Swap][Cap] Receipts received by it under the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account Rate [Swap][Cap] Agreement in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementimmediately available funds.] (c) The Master Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (d) The Servicer shall deposit, or cause to be deposited, into give (i) the Certificate Account on Owner Trustee and the Business Day following receipt (or, Indenture Trustee written notice as soon as practical after the occurrence thereof but in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 no event later than 10 Business Days of discovery of such failure after obtaining knowledge thereof and in the case of unscheduled remittances of principal or interest, on the Business Day following identification (ii) each Rating Agency prompt written notice of the proper application failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such amountsnotice shall be required in connection therewith). (e) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the following amounts received by it (including amounts remitted Rating Agency Condition is satisfied with respect to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):such alternative remittance schedule.

Collections. The Master Servicer shall (aor shall cause the applicable Sub-Servicers to) On remit within two Business Days of receipt thereof to the Group I Collection Account (with respect to the Group I Student Loans) or the Group II Collection Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) KBNA (or its Affiliate) is the Administrator, (ii) no Administrator Default shall have occurred and be continuing, (iii) the Administrator’s long-term debt is rated at least “A-” by S&P and its short-term debt is rated at least “P-1” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer shall open, (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof to be openedthe Administrator, and shall thereafter maintain, the Administrator need not deposit such collections into the Group I Collection Account or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National AssociationGroup II Collection Account, as Master Servicer for LaSalle Bank National Associationapplicable, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or until one Business Day immediately prior to the Closing next following Distribution Date or Redemption Date or Special Redemption Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Master Servicer Administrator shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in deposit into the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital Group I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Collection Account or the Interest Reserve Group II Collection Account, as the case may beapplicable, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number that portion of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted that is equal to the related Master Servicer Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Administrator shall deposit all collections held by it into the Special Servicer from an REO Group I Collection Account pursuant to Section 9.14)or the Group II Collection Account, as applicable, within two Business Days of receipt thereof. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments (other than in administrative fees, late fees and similar charges) made with respect of interest and principal on to the Mortgage Group I or Group II Student Loans, any Serviced Companion Mortgage Loan as applicable, by or any B Note due on or before behalf of borrowers thereof and the Cut-Off Date which shall be remitted to Guarantors (but excluding the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary ServicerDepartment), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):.

Collections. (a) On or prior The Servicer shall remit to the Closing DateCollection ----------- Account all payments by or on behalf of the Obligors on the Receivables, all Insurance Proceeds, all Liquidation Proceeds, proceeds from any Dealer Liability, proceeds from any International Purchase Obligations and proceeds from any Guaranties within two Business Days after receipt thereof. Notwithstanding the foregoing, the Master Servicer shall opennot be required to remit such collections within such two Business Days but may remit collections received during a Monthly Period to the Collection Account in immediately available funds on the Business Day immediately preceding the related Distribution Date but only for so long as (i) NFC is the Servicer, or cause to be opened(ii) (x) the Servicer satisfies the requirements for monthly remittances established by the Rating Agencies initially rating the Securities, and shall thereafter maintainupon the satisfaction of such requirements, or cause to the Rating Agencies which initially rated the Securities reaffirm the rating of the Securities at the level at which they would be maintainedrated if collections were remitted within two Business Days, a separate account or accounts, which accounts must be Eligible Accounts, in (y) the name short-term unsecured debt obligations of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of NFC are rated at least A-1 by S&P and P-1 by ▇▇▇▇▇'▇ ▇▇▇▇▇▇▇ Capital I Inc.Investors Service or (z) a standby letter of credit has been issued by an Eligible Institution which, Commercial Mortgage Pass-Through Certificatesas of each date during the period that the Servicer is making monthly remittances of Collections, Series 2005-TOP17" (has an undrawn amount at least equal to 150% of all Scheduled Payments due for the "Certificate Account"). On or latest Monthly Period ended prior to the Closing Date, next succeeding Distribution Date (and the Master aggregate amount of unremitted collections does not at any time exceed 90% of the undrawn amount of such letter of credit) and (iii) a Servicer Default shall open, not have occurred and be continuing. The Indenture Trustee shall not be deemed to have knowledge of any event or cause circumstance under clause (iii) of the immediately preceding sentence that would require remittance within two Business Days by the Servicer to be opened, and shall maintain, the Collection Account unless the Indenture Trustee has received notice of such event or cause to be maintained circumstance from the Seller or the Servicer in an additional separate account Officer's Certificate or accounts from Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or unless a Responsible Officer in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent Corporate Trust Office with knowledge hereof and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number familiarity herewith has actual knowledge of such accountsevent or circumstance. The Master Servicer For purposes of this Article V the phrase "payments by or on behalf of Obligors" shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct mean payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received made by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), Persons other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):.

Collections. The Master Servicer shall (aor shall cause the applicable Subservicers to) On remit within two Business Days of receipt thereof to the Group I Collection Account (with respect to the Group I Student Loans) or the Group II Collection Account (with respect to the Group II Student Loans) all payments by or on behalf of the Obligors with respect to the Group I and Group II Student Loans, respectively (other than Purchased Student Loans and subject to the definition of Group I and Group II Available Funds), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) KBNA (or its Affiliate) is the Master Servicer, (ii) no Master Servicer Default shall have occurred and be continuing, (iii) the Master Servicer’s long-term debt is rated at least “A-” by S&P and its short-term debt is rated at least “P-1” by Moody’s and at least “F-1” by Fitch and (iv) prior to ceasing daily remittances to the applicable Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Subservicers to) remit such collections within two Business Days of receipt thereof to the Master Servicer, and the Master Servicer need not deposit such collections into the Group I Collection Account or the Group II Collection Account, as applicable, until one Business Day immediately prior to the Closing next following Distribution Date or Redemption Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Master Servicer shall opendeposit into the Group I Collection Account or the Group II Collection Account, or cause as applicable, that portion of such amounts received by it that is equal to the related Master Servicing Fee payable on such date; provided further however, that for so long as KBNA is the Master Servicer, for administrative convenience, Master Servicing Fees and Administration Fees due and payable to KBNA need not be openeddeposited into the Collection Accounts, but rather may be retained by KBNA and all such amounts shall be deemed to have been paid out of the Collection Accounts and shall thereafter maintainbe accounted as such. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, then the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in deposit all collections held by it into the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital Group I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Collection Account or the Interest Reserve Group II Collection Account, as the case may beapplicable, within two Business Days of receipt thereof. For purposes of this Article V, the Master Servicer phrase “payments by or on behalf of Obligors” shall give to the Paying Agent mean payments (other than administrative fees, late fees and the Trustee prior written notice of the name similar charges and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer'sdefinition of Group I and Group II Available Funds) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted made with respect to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Group I or Group II Student Loans, any Serviced Companion Mortgage Loan as applicable, by or any B Note due on or before behalf of borrowers thereof and the Cut-Off Date which shall be remitted to Guarantors (but excluding the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary ServicerDepartment), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):.

Collections. (a) On The Servicer shall remit to the Collection Account all payments by or on behalf of the Obligors on the Receivables and all Liquidation Proceeds, both as collected during the Collection Period net of Monthly Servicing Fees and administrative fees allowed to be retained by the Servicer pursuant to Section 8.08 and net of charge backs (attributable to errors in posting, returned checks, or rights of offset for amounts that should not have been paid or that must be refunded as the result of a successful claim or defense under bankruptcy or similar laws) not later than the second Business Day following the Business Day on which such amounts are received by the Servicer. Notwithstanding the foregoing, for so long as (a) UAC remains the Servicer, (b) no Event of Servicer Default shall have occurred and be continuing and (c)(1) UAC maintains a short- term rating of at least A-1 by Standard & Poor's and P-l by Moody's (and for five Business Days following a reduction in either such rating) or (2) prior to the Closing Dateceasing daily remittances, the Master Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with) and the prior written consent of the Insurer (not to be unreasonably withheld) shall have been obtained, the Servicer may remit all such payments and Liquidation Proceeds with respect to any Collection Period to the Collection Account on a less frequent basis, but in no event later than the Determination Date immediately preceding each Payment Date. The Servicer shall open, or cause remit any Advances with respect to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior Collection Period to the Closing Collection Account on or before the Determination Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may beThe Servicer, the Master Servicer Owner Trustee and/or Indenture Trustee shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account deposit in the name Collection Account any funds received by such parties in respect of funds drawn under the Master Servicer as provided in Section 5.1(a), subject to Policy from the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this AgreementInsurer. (c) The Master If the Available Funds for a Payment Date are insufficient to pay current and past due Insurance Premiums, or any amounts owing to the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall depositnotify the Owner Trustee and the Indenture Trustee of such deficiency, or cause to be depositedand the Available Spread Amount, into the Certificate Account if any, then on the Business Day following receipt (or, deposit in the case of an inadvertent failure Spread Account (after giving effect to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and any withdrawal to satisfy a deficiency in the case of unscheduled remittances of principal Monthly Interest or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which Monthly Principal) shall be remitted available to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):cover such deficiency.

Collections. The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Trust Student Loans (other than Purchased Student Loans), and all Liquidation Proceeds, both as collected during the Collection Period, and the Eligible Lender Trustee shall remit within two Business Days of receipt thereof to the Collection Account any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during the Collection Period. Notwithstanding the foregoing, for so long as (a) On the senior unsecured obligations of the Administrator (or any affiliate of the Administrator which guarantees the obligations of the Administrator hereunder) shall have been assigned a long-term rating of not less than "AA-" (or an equivalent rating) or a short-term rating of not less than "A-1" (or an equivalent rating) by each of the Rating Agencies or the remitting by the Servicer and the Eligible Lender Trustee of the amounts referred to in this Section 2.4 to the Administrator will not result in a downgrading or withdrawal of any of the then-current ratings of any of the Notes by any of the Rating Agencies, and (b) no Administrator Default shall have occurred and be continuing, the Servicer and the Eligible Lender Trustee shall remit such collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Collection Account until one Business Day immediately prior to the Closing next following Monthly Servicing Payment Date (in an amount up to the Servicing Fee then due) or Distribution Date together with interest on such amounts (less Servicing Fees paid during such period) calculated on a daily basis from the first day of the month following receipt thereof by the Administrator through the last day of the related Collection Period at a rate equal to no less than the Federal Funds Rate less 0.20%; provided, however, that if the Administrator (and each such Affiliate which guarantees the obligations of the Administrator) is rated below "AA-" and "A-1+" by Standard & Poor's, the Administrator shall deposit all such collections into the Collection Account at least as frequently as the next following Monthly Servicing Payment Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds unless less frequent deposits will not result in a Certificate Account downgrading or withdrawal of Standard & Poor's then-current ratings on the Interest Reserve Account, as Notes. In the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice event that any of the name and address of foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer Administrator shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, deposit all collections held by it into the Certificate Collection Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 two Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):thereof.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the first Business Day after receipt thereof. For purposes of this Article V, the Master phrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the "Monthly Remittance Conditions"); the Servicer shall opennot be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, or cause without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in remitted by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, Collection Account on a daily basis not later than the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")first Business Day after receipt thereof. (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account The Indenture Trustee or the Interest Reserve Account, as Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the case may be, definition of the Master Servicer shall give to Monthly Remittance Condition unless the Paying Agent and Indenture Trustee or the Owner Trustee prior written has received notice of such event or circumstance from the name and address Seller or the Servicer in an Officer's Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the depository institution(s) at which such accounts are maintained and Outstanding Amount of the account number Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (event or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementcircumstances. (c) The Master Servicer shall depositgive the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (Nissan 2003-A Sale and Servicing Agreement) (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to be deposited, into the Certificate Account on Owner Trustee and the Business Day following receipt (or, Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make downgrading or withdrawal by such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Rating Agency of the proper application ratings then assigned to any Class of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Notes.

Collections. (a) On Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit to the Collection Account all payments (other than amounts constituting Supplemental Servicing Fees) by or on behalf of the Obligors on the Receivables, including all Liquidation Proceeds received by Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day, after receipt thereof. Subject to the provisions of subsections (b) and (c), on the Closing Date, Servicer shall deposit in the Collection Account all payments by or on behalf of the Obligors on the Receivables received by Servicer after the Cutoff Date and on or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to second Business Day immediately preceding the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to Notwithstanding the date provisions of subsection (a), if ______ is the Master Servicer and (i) Servicer shall first have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit funds all amounts referred to in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Certificate Account Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) Servicer ceases to have the Interest Reserve AccountRequired Rating, as the case may be, the Master Servicer shall give to deposit such amounts (including any amounts then being held by Servicer) into the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Collection Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (x), subject (y) and (z) of such proviso with respect to the Master outgoing Servicer's . Pending the deposit of the amounts referred to in subsection (a) into the Collection Account, such amounts may be employed by Servicer at its own risk and for its own benefit and need not be segregated from Servicer’s own funds. Any losses resulting from Servicer’s actions shall be borne exclusively by the Servicer. Servicer shall promptly notify Trustee in writing if it shall obtain or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementlose the Required Rating. (c) The Master Notwithstanding the provisions of subsections (a) and (b), Servicer shall depositmay retain, or cause will be entitled to be depositedreimbursed, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period any amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the Master Servicer as provided in Section 5.2(arelated Distribution Date. (d) rather With respect to each Precomputed Receivable, collections and payments by or on behalf of an obligor (other than deposit them into the Certificate Account, (IIany amounts constituting Supplemental Servicing Fees) shall, rather than deposit them in the Certificate Account, directly remit for each Collection Period shall be applied to the Primary Servicer scheduled payment on such Precomputed Receivable for such Collection Period. To the Primary Servicing Fees payable extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees Payaheads until such later Collection Period as such Payaheads may be transferred to the holders thereof as provided Collection Account and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):4.5.

Collections. (a) On The Servicer shall remit to the Collection Account all payments by or on behalf of the Obligors on the Receivables and all Liquidation Proceeds, both as collected during the Collection Period net of Monthly Servicing Fees and administrative fees allowed to be retained by the Servicer pursuant to Section 8.08 and net of charge backs (attributable to errors in posting, returned checks, or rights of offset for amounts that should not have been paid or that must be refunded as the result of a successful claim or defense under bankruptcy or similar laws) not later than the second Business Day following the Business Day on which such amounts are received by the Servicer. Notwithstanding the foregoing, for so long as (a) UAC remains the Servicer, (b) no Event of Default shall have occurred and be continuing and (c)(1) UAC maintains a short-term rating of at least A-1 by Standard & Poor's and P-l by Moody's (and for five Business Days following a reduction in either such rating) or (2) prior to the Closing Dateceasing daily remittances, the Master Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with) and the prior written consent of the Insurer (not to be unreasonably withheld) shall have been obtained, the Servicer may remit all such payments and Liquidation Proceeds with respect to any Collection Period to the Collection Account on a less frequent basis, but in no event later than the Determination Date immediately preceding each Payment Date. The Servicer shall open, or cause remit any Advances with respect to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior Collection Period to the Closing Collection Account on or before the Determination Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may beThe Servicer, the Master Servicer Owner Trustee and/or Indenture Trustee shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account deposit in the name Collection Account any funds received by such parties in respect of funds drawn under the Master Servicer as provided in Section 5.1(a), subject to Policy from the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this AgreementInsurer. (c) The Master If the Available Funds for a Payment Date are insufficient to pay current and past due Insurance Premiums, or any amounts owing to the Insurer pursuant to the Insurance Agreement including, without limitation, reimbursements, indemnities, fees and expenses, plus accrued interest thereon, to the Insurer, the Servicer shall depositnotify the Owner Trustee and the Indenture Trustee of such deficiency, or cause to be depositedand the Available Spread Amount, into the Certificate Account if any, then on the Business Day following receipt (or, deposit in the case of an inadvertent failure Spread Account (after giving effect to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and any withdrawal to satisfy a deficiency in the case of unscheduled remittances of principal Monthly Interest or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which Monthly Principal) shall be remitted available to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):cover such deficiency.

Collections. (a) On or prior The Servicer shall remit within two Business Days of receipt thereof to the Closing DateCollection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing, (iii) there exists no Insurer Default, (iv) the Servicer’s (or if the Servicer is Franklin Capital, and the Representative has entered into an agreement, guaranty, surety or other arrangement backing Franklin Capital’s obligations acceptable to the Rating Agencies and the Security Insurer, then the Representative’s) short term obligations are rated at least “A 1” by Standard & Poor’s and “Prime 1” by Moody’s and (v) the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer may remit such collections with respect to the preceding calendar month to the Collection Account on the second Business Day immediately preceding the related Distribution Date. If, however, one of the conditions in clauses (i) through (v) of the preceding sentence is not satisfied, then the Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior remit such collections with respect to the Closing Datepreceding calendar month to the Collection Account within two Business Days of receipt thereof or, if the Servicer has already held such collections for two Business Days, it shall remit such collections to the Collection Account immediately. Pending deposit thereof into the Collection Account, the Master Servicer may use or invest collections at its own risk and for its own benefit and need not segregate collections from its own funds. For purposes of this Article V the phrase “payments by or on behalf of Obligors” shall open, mean payments made with respect to the Receivables by Persons other than the Servicer or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Seller. (b) On The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or prior postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the date Servicer on the Master related Distribution Date pursuant to Section 5.6(a)(i) upon certification by the Servicer shall first deposit funds in a Certificate Account or of such amounts and the Interest Reserve Account, as the case may be, the Master Servicer shall give provision of such information to the Paying Agent Trustee and the Trustee prior written notice Security Insurer as may be necessary in the opinion of the name and address Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary Servicer’s entitlement to cause the depository institution holding the Certificate Account and the Interest Reserve Account reimbursement pursuant to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts5.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following amounts received by it (including amounts remitted receipt of which the Trustee shall not make a distribution to the Master Servicer by the Special Servicer from an REO Account in respect of such amount pursuant to Section 9.145.6(a)(i), other than in respect of interest and principal or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6(a)(i) or Section 5.9, the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):next succeeding Distribution Date.

Collections. The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Trust Student Loans (other than Purchased Student Loans), and all Liquidation Proceeds, both as collected during the Collection Period, and the Eligible Lender Trustee shall remit within two Business Days of receipt thereof to the Collection Account any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during the Collection Period. Notwithstanding the foregoing, for so long as (a) On the senior unsecured obligations of the Administrator (or any affiliate of the Administrator which guarantees the obligations of the Administrator hereunder) are then assigned a long-term rating of not less than "AA-" (or an equivalent rating) or a short-term rating of not less than "A-1" (or an equivalent rating) by each of the Rating Agencies or the remitting by the Servicer and the Eligible Lender Trustee of the amounts referred to in this Section 2.4 to the Administrator will not result in a downgrading or withdrawal of any of the then-current ratings of any of the Notes by any of the Rating Agencies, and (b) no Administrator Default shall have occurred and be continuing, the Servicer and the Eligible Lender Trustee shall remit such collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Collection Account until one Business Day immediately prior to the Closing next following Monthly Servicing Payment Date (in an amount up to the Servicing Fee then due) or Distribution Date together with interest on such amounts (less Servicing Fees paid during such period) calculated on a daily basis from the first day of the month following receipt thereof by the Administrator through the last day of the related Collection Period at a rate equal to no less than the Federal Funds Rate less 0.20%. In the event that the Administrator (and each such Affiliate which guarantees the obligations of the Administrator) is rated below "AA-" and "A-1" by S&P, the Administrator shall deposit all such collections into the Collection Account at least as frequently as the next following Monthly Servicing Payment Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds unless less frequent deposits will not result in a Certificate Account downgrading or withdrawal of S&P's then-current ratings on the Interest Reserve Account, as Notes. In the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice event that any of the name and address of foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer Administrator shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, deposit all collections held by it into the Certificate Collection Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 two Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):receipt thereof.

Collections. Servicer shall set aside for the ----------- sole benefit of Lender and the Administrator all Collections received to the extent necessary to pay the Estimated Amount as it accrues (whether or not then due) that will be payable during such Settlement Period or on the next occurring Settlement Date; provided that, unless the Administrator -------- shall request it to do so in writing after the occurrence and during the continuance of an Event of Default, Servicer shall not be required to hold such Collections in a separate deposit account containing only such Collections. So long as no Event of Default has occurred and is continuing, Collections received during a Settlement Period in excess of the amount to be set aside with respect to the Estimated Amount for such Settlement Period shall be used by the Company to pay the purchase price for Receivables generated by AnnTaylor, as seller, pursuant to the Purchase Agreement; if any Collections remain after such payment, they shall be retained by the Company for use in its sole discretion (subject to the terms of this Agreement). If an Event of Default has occurred and is continuing, all Collections shall be held by Servicer pursuant to the first sentence of this paragraph (b). On each Settlement Date, Servicer shall ------------ remit to the Administrator an amount equal to the lesser of (1) the amount of Collections received during the Settlement Period related to such Settlement Date and (2) the sum of (i) the amount of interest on the Loans accrued during the most recently ended Interest Period (plus any interest previously accrued and remaining unpaid), plus (ii) the ---- amount of principal then due and owing with respect to the Loans (plus any principal previously due and remaining unpaid), plus (iii) all fees and other amounts accrued and ---- payable by the Company under this Agreement (the amount set forth in this clause (2), the "Amount Payable"). To the --------- -------------- extent that the amount described in the foregoing clause (1) ---------- is less than the amount described in the foregoing clause (2), the Administrator shall withdraw the amount of --------- any such deficiency from the Spread Account. All Collections received during the applicable Settlement Period that exceed the amount described in the foregoing clause (2) ---------- shall be (A) deposited by the Servicer to the Spread Account and/or (B) paid by the Servicer to the issuer of the Customer Letter of Credit, in each case, to the extent necessary to bring the sum of the funds in the Spread Account plus the stated amount of the Customer Letter of Credit up to the Enhancement Limit; unless an Event of Default has occurred and is continuing, all remaining Collections shall be available to the Company pursuant to the second sentence of this paragraph (b). ------------- (c) Order of Application of Collections Prior to --------------------------------------------- Termination Date. Upon receipt by the Administrator of --------------- amounts on any Settlement Date pursuant to the foregoing paragraph (b) and any amounts withdrawn from the Customer ------------ Letter of Credit pursuant to the foregoing paragraph (a) On or ------------- prior to the Closing occurrence of the Termination Date, the Master Servicer Administrator shall open, or cause apply such amounts to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accountsthe items specified in the subclauses below, in the name order of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders priority of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account").such subclauses: (bi) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent accrued and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master unpaid Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement.Fee; (cii) The Master Servicer shall deposit, or cause to be deposited, into interest accrued during the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than most recently ended Interest Period in respect of the Loans, plus any such interest previously due and remaining unpaid; (iii) to the Program Fee accrued during the most recently ended Interest Period, plus any portion of the Program Fee previously due and remaining unpaid; (iv) to the extent of any principal due on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to such outstanding principal; (v) to accrued and unpaid amounts owed to the Depositor Administrator hereunder; (provided that the Master Servicer vi) to other accrued and unpaid amounts owing to Lender hereunder; (Ivii) may retain on a pro rata basis, to accrued and --- ---- unpaid amounts otherwise payable owing to any Affected Party hereunder; and (viii) any remaining amounts to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Spread Account, (II) shall, rather than deposit them in the Certificate Account, directly remit up to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees Enhancement Limit or to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder issuer of the excess servicing rights)):Customer Letter of Credit, up to the amount necessary to restore the stated amount thereof to the Enhancement Limit, as applicable.

Collections. (a) On or prior to the Closing The Collection Agent shall, on each Settlement Date, deposit into an account of the Master Servicer shall open, Purchaser or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in its assignee all Collections of Transferred Receivables then held by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Collection Agent. (b) On In the event that the Seller believes that Collections which are not Collections of Transferred Receivables transferred by it hereunder have been deposited into an account of the Purchaser or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may beits assignee, the Master Servicer Seller shall give to so advise the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interestPurchaser and, on the Business Day following identification such identification, the Purchaser shall remit, or shall cause to be remitted, all Collections so deposited which are identified, to the Purchaser’s reasonable satisfaction, to be Collections of Receivables which are not Transferred Receivables to the Seller. (c) On each Settlement Date, the Purchaser shall pay to the Seller accrued interest on the Deferred Purchase Price and the Purchaser may, at its option, prepay in whole or in part the principal amount of the proper application Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of Transferred Receivables after all other amounts then due from the Purchaser under the Sale Agreement have been paid in full and all amounts then required to be set aside by the Purchaser or the Collection Agent under the Sale Agreement have been so set aside or (ii) excess cash flow from operations of the Purchaser which is not required to be applied to the payment of other obligations of the Purchaser; and provided further, that no such amounts)payment shall be made at any time when an Event of Termination shall have occurred and be continuing. At such time following the Facility Termination Date when all Capital, Yield and other amounts owed by the Purchaser under the Sale Agreement shall have been paid in full, the following amounts Purchaser shall apply, on each Settlement Date, all Collections of Transferred Receivables received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account Purchaser pursuant to Section 9.14), other than in respect 2.03(a) (and not previously distributed) first to the payment of accrued interest and principal on the Mortgage LoansDeferred Purchase Price, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted and then to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder reduction of the excess servicing rights)):principal amount of the Deferred Purchase Price.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the first Business Day after receipt thereof. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the Master "Monthly Remittance Conditions"); the Servicer shall opennot be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, or cause without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in remitted by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing DateCollection Account on a daily basis not later than the first Business Day after receipt thereof. For purposes of this Article V, the Master Servicer phrase "payments received by or on behalf of the Obligors" shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in mean payments made by Persons other than the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Servicer. (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account The Indenture Trustee or the Interest Reserve Account, as Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the case may be, definition of the Master Servicer shall give to Monthly Remittance Condition unless the Paying Agent and Indenture Trustee or the Owner Trustee prior written has received notice of such event or circumstance from the name and address Seller or the Servicer in an Officer's Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the depository institution(s) at which such accounts are maintained and Outstanding Amount of the account number Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (event or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement.circumstances.. (c) The Master Servicer shall depositgive the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to be deposited, into the Certificate Account on Owner Trustee and the Business Day following receipt (or, Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make downgrading or withdrawal by such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Rating Agency of the proper application ratings then assigned to any Class of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Notes.

Collections. The Master Servicer shall (aor shall cause the applicable Sub-Servicers to) On remit within two Business Days of receipt thereof to the [Group I] Collection Account (with respect to the [Group I] Student Loans) or the [Group II] Collection Account (with respect to the [Group II] Student Loans) all payments by or on behalf of the Obligors with respect to the [Group I] and [Group II] Student Loans, respectively (other than Purchased Student Loans), and all related Liquidation Proceeds and Recoveries, as collected during the Collection Period. Notwithstanding the foregoing, for so long as (i) KBNA (or its Affiliate) is the Master Servicer, (ii) no Master Servicer Default shall have occurred and be continuing, (iii) the Master Servicer’s long-term debt is rated at least “A-” by S&P and its short-term debt is rated at least “P-1” by ▇▇▇▇▇’▇ and (iv) prior to ceasing daily remittances to the applicable Collection Account, the Rating Agency Condition shall have been satisfied (which the parties hereto agree shall be deemed to have been satisfied on the Closing Date) (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Master Servicer shall (or shall cause the applicable Sub-Servicers to) remit such collections within two Business Days of receipt thereof to the Master Servicer, and the Master Servicer need not deposit such collections into the [Group I] Collection Account or the [Group II] Collection Account, as applicable, until one Business Day immediately prior to the Closing next following Distribution Date or Redemption Date or Special Redemption Date; provided, however, that, notwithstanding the foregoing, on or before the Business Day preceding each Monthly Servicing Payment Date that is not a Distribution Date, the Master Servicer shall open, deposit into the [Group I] Collection Account or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association[Group II] Collection Account, as Master Servicer for LaSalle Bank National Associationapplicable, as Trustee for the Holders that portion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior such amounts received by it that is equal to the Closing Daterelated Master Servicing Fee payable on such date. In the event that any of the foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in deposit all collections held by it into the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate [Group I] Collection Account or the Interest Reserve [Group II] Collection Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receiptapplicable, within 3 two Business Days of discovery receipt thereof. For purposes of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts)this Article V, the following amounts received phrase “payments by it or on behalf of Obligors” shall mean payments (including amounts remitted other than administrative fees, late fees and similar charges) made with respect to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage [Group I] or [Group II] Student Loans, any Serviced Companion Mortgage Loan as applicable, by or any B Note due on or before behalf of borrowers thereof and the Cut-Off Date which shall be remitted to Guarantors (but excluding the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary ServicerDepartment), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the first Business Day after receipt thereof. For purposes of this Article V, the Master phrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders), except that the requirement in clause (ii) shall not apply if only the Class C Certificates are outstanding and the Class C Certificates do not have an investment grade rating, (collectively, the "Monthly Remittance Conditions"); the Servicer shall opennot be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, or cause without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in remitted by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, Collection Account on a daily basis not later than the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")first Business Day after receipt thereof. (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account The Indenture Trustee or the Interest Reserve Account, as Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the case may be, definition of the Master Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer shall give to in an Officer's Certificate or from the Paying Agent Holders of Notes or Certificates evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes and the Trustee prior written notice aggregate balance of the name and address Certificates, acting together as a single class, or a Trust Officer of the depository institution(s) at which such accounts are maintained and Indenture Trustee or the account number Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (event or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementcircumstances. (c) The Master Servicer shall depositgive the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the 37 42 remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to be deposited, into the Certificate Account on Owner Trustee and the Business Day following receipt (or, Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make downgrading or withdrawal by such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Rating Agency of the proper application ratings then assigned to any Class of such amounts), Notes or the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Class C Certificates.

Collections. Subsection 8(a) of the Loan Agreement is hereby amended and restated in its entirety as follows: (a) On or prior to Within thirty (30) days after the Closing Date, each Borrower shall establish one or more account (the Master Servicer “Dominion Account”) in Agent’s name with a financial institution acceptable to Agent, into which all payments received by Borrower and its Respective Loan Parties shall open, or cause to be openeddeposited, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, into which accounts must be Eligible Accounts, Borrower and its Respective Loan Parties will immediately deposit all payments received by Borrower on Accounts in the name of "▇▇▇▇▇ Fargo Bankidentical form in which such payments were received, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On whether by cash or check; provided that on or prior to Systems Day One, at the request of Agent, the Dominion Account shall be changed to Borrower’s name for the benefit of Agent. At the option of the Loan Parties, Account Debtors of the Loan Parties may remit payments on the Accounts directly to a post office box (the “Lock Box”) designated by, and under the exclusive control of, Agent, at LaSalle or at a financial institution acceptable to Agent at which a corresponding Dominion Account has been established under an arrangement acceptable to Agent into which all payments received in such Lock Box shall be deposited. If a Loan Party, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of Loan Party or any Affiliate or Subsidiary, or any other Person acting for or in concert with a Loan Party shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, such Loan Party and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to a Dominion Account. The financial institution with which the Dominion Account is established shall acknowledge and agree, in a manner satisfactory to Agent, that the amounts on deposit in such Dominion Account (and Lock Box if applicable) are the sole and exclusive property of Agent, that such financial institution will follow the instructions of Agent with respect to disposition of funds in the Dominion Account (and Lock Box if applicable) without further consent from such Loan Party, that such financial institution has no right to setoff (or only a subordinated right of setoff) against the such Dominion Account (or Lock Box if applicable) or against any other account maintained by such financial institution into which the contents of the such Dominion Account (or Lock Box if applicable) are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Agent in a manner satisfactory to Agent, funds deposited in the Dominion Account on a daily basis as such funds are collected. At all times when no Funds Control Event Period is in effect, Agent shall remit all funds received by Agent from the Dominion Accounts into the account of the Borrower Representative maintained at LaSalle. In addition to the Dominion Accounts, Loan Parties may also establish accounts at financial institutions acceptable to Agent subject to control agreements in favor of Agent (each a “Pledged Account”). Loan Parties (other than Canadian Loan Party) shall cause all proceeds of Accounts and other Collateral to be remitted to a Dominion Account and shall not deposit such proceeds in any other account. The Canadian Loan Party, however, shall cause all proceeds of Accounts and other Collateral to be remitted to a Pledged Account. Within thirty (30) days after the Closing Date, each Loan Party shall cause all accounts of such Loan Party, other than Dominion Accounts established at LaSalle, to be subject to control agreements in favor of and on terms and conditions reasonably acceptable to the Master Servicer Agent. At all times during a Funds Control Event Period (as defined below), the Agent shall openbe entitled to send a notice to the financial institutions holding such Pledged Accounts to assume exclusive control over such Pledged Accounts and cause all proceeds of such Pledged Accounts to be remitted to a Dominion Account or another account of Agent (provided, that Agent hereby agrees to send such notice only during a Funds Control Event Period). Each financial institution with which any Pledged Account is established shall acknowledge and agree, in a manner satisfactory to Agent, that such financial institution will follow the instructions of Agent after receipt by such financial institution of a notice to that effect sent by Agent with respect to disposition of funds in the Pledged Account without further consent from such Loan Party, that except as set forth in such control agreement with Agent, such financial institution has no right to setoff against the Pledged Account, and that such financial institution shall wire, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts otherwise transfer in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit immediately available funds in a Certificate manner satisfactory to Agent, funds deposited in the Pledged Account when so directed by a Loan Party or, after receipt at the aforementioned notice, the Agent. Each Loan Party agrees that all payments made to any such Dominion Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts otherwise received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14)Agent at any time a Funds Control Event Period is in effect, other than whether in respect of interest the Accounts or as Proceeds of other Collateral or otherwise, will be applied on account of the Liabilities in accordance with the terms of this Agreement; provided, that so long as no Event of Default has occurred and principal on remains continuing, payments received by Agent shall not be applied to the Mortgage unmatured portion of the LIBOR Rate Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which but shall be remitted held in a cash collateral account maintained by Agent, until the earlier of (i) the last Business Day of the Interest Period applicable to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), such LIBOR Rate Loan and (IIIii) shallthe occurrence of an Event of Default; provided further, rather than deposit them that so long as no Event of Default has occurred and remains continuing, the immediately available funds in such cash collateral account may be disbursed, at a Borrower’s discretion, to such Borrower so long as after giving effect to such disbursement, such Borrower’s availability under subsection 2(a) hereof at such time, equals or exceeds the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):outstanding Revolving Loans at such time.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Closing Date, Collection Account all payments received by or on behalf of the Master Servicer shall open, Obligors on or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accountsin respect of the Receivables (other than, in the name case of "▇▇▇▇▇ Fargo BankPrecomputed Receivables, National Associationpayments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as Master Servicer for LaSalle Bank National Association(i) TMCC is the Servicer, (ii) either (a) TMCC's short-term unsecured debt is rated ___ by Moody's and ___ by Standard & Poor's (so long as Trustee for the Holders Moody's and Standard & Poor's are Rating Agencies), or (b) certain arrangements are made that have been approved in writing by each Rating Agency and (iii) an Event of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc.Default shall not have occurred and be continuing (collectively, Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate AccountMonthly Remittance Conditions"). On or prior , the Servicer shall not be required to remit such collections to the Closing DateCollection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Master Business Day before each Distribution Date at which time the Servicer shall open, or cause remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Conditions is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall maintain, or cause be remitted by the Servicer to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Collection Account on a daily basis within two Business Days after receipt thereof. (b) On or prior Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the date Payahead Account pursuant to Section 4.06(a)(ii). Notwithstanding the Master foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 4.06(a)(ii). Commencing with the first deposit funds in a Certificate Account or day of the Interest Reserve Accountfirst Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, as all Payments Ahead then held by the case may be, the Master Servicer shall give be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Payahead Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementwithin two Business Days after receipt thereof. (c) The Master Servicer shall depositgive the Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or cause Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to be depositedthe failure of such Monthly Remittance Condition), into if the Certificate Account on Servicer provides to the Business Day following receipt (or, Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make such deposit on the Business Day following receiptqualification, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal reduction or interest, on the Business Day following identification withdrawal of the proper application rating then assigned to any Class of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Rated Certificates.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the first Business Day after receipt thereof. For purposes of this Article V, the Master phrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the "Monthly Remittance 35 40 Conditions"); the Servicer shall opennot be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, or cause without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in remitted by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, Collection Account on a daily basis not later than the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")first Business Day after receipt thereof. (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account The Indenture Trustee or the Interest Reserve Account, as Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the case may be, definition of the Master Servicer shall give to Monthly Remittance Condition unless the Paying Agent and Indenture Trustee or the Owner Trustee prior written has received notice of such event or circumstance from the name and address Seller or the Servicer in an Officer's Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the depository institution(s) at which such accounts are maintained and Outstanding Amount of the account number Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (event or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementcircumstances. (c) The Master Servicer shall depositgive the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to be deposited, into the Certificate Account on Owner Trustee and the Business Day following receipt (or, Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make downgrading or withdrawal by such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Rating Agency of the proper application ratings then assigned to any Class of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Notes.

Collections. (a) On Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit to the Collection Account all payments (other than amounts constituting Supplemental Servicing Fees) by or on behalf of the Obligors on the Receivables, including all Liquidation Proceeds received by Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day, after receipt thereof. Subject to the provisions of subsections (b) and (c), on the Closing Date, Servicer shall deposit in the Collection Account all payments by or on behalf of the Obligors on the Receivables received by Servicer after the Cutoff Date and on or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to second Business Day immediately preceding the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to Notwithstanding the date provisions of subsection (a), if [_________] is the Master Servicer and (i) Servicer shall first have the Required Rating or (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit funds all amounts referred to in subsection (a) for any Collection Period into the Collection Account not later than the close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Certificate Account Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) Servicer ceases to have the Interest Reserve AccountRequired Rating, as the case may be, the Master Servicer shall give to deposit such amounts (including any amounts then being held by Servicer) into the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Collection Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (x), subject (y) and (z) of such proviso with respect to the Master outgoing Servicer. Pending the deposit of the amounts referred to in subsection (a) into the Collection Account, such amounts may be employed by Servicer at its own risk and for its own benefit and need not be segregated from Servicer's (or its Primary own funds. Any losses resulting from Servicer's actions shall be borne exclusively by the Servicer. Servicer shall promptly notify Trustee in writing if it shall obtain or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementlose the Required Rating. (c) The Master Notwithstanding the provisions of subsections (a) and (b), Servicer shall depositmay retain, or cause will be entitled to be depositedreimbursed, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period any amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the Master Servicer as provided in Section 5.2(arelated Distribution Date. (d) rather With respect to each Precomputed Receivable, collections and payments by or on behalf of an obligor (other than deposit them into the Certificate Account, (IIany amounts constituting Supplemental Servicing Fees) shall, rather than deposit them in the Certificate Account, directly remit for each Collection Period shall be applied to the Primary Servicer scheduled payment on such Precomputed Receivable for such Collection Period. To the Primary Servicing Fees payable extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees Payaheads until such later Collection Period as such Payaheads may be transferred to the holders thereof as provided Collection Account and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):4.5.

Collections. (a) On Upon the occurrence of one or prior more Events of Default, Lender may exercise all rights and remedies under each Contract, lease, security agreement and other contract included among the Collateral as are afforded to the Closing Date, the Master Servicer shall open, secured party thereunder or cause which are otherwise afforded to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a)Borrower thereunder; Lender may, subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) rights of Obligors, recover possession of any tangible personal property under any Contract, and require that the same be assembled and delivered to a specific location. Without limiting the foregoing, the Lender shall have the right to direct give direction to the Servicer, replace or remove the Servicer, collect and receive all further payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account made on the Business Day following receipt (orCollateral, in to instruct the case of an inadvertent failure Obligors to make such deposit on payments to a lock-box or other location designated by the Business Day following receiptLender, within 3 Business Days of discovery of such failure to control deposits to and in disbursements from the case of unscheduled remittances of principal or interestCollection Account, on to notify Lock-Box Banks to follow the Business Day following identification instructions of the proper application of such amounts)Lender, and if any payments are received by Borrower, the following Borrower shall not commingle the amounts received by it (including amounts remitted with other funds of the Borrower and shall promptly pay them over to the Master Servicer by Lender. In addition, the Special Servicer from an REO Account pursuant Lender shall have the right to Section 9.14), other than in respect dispose of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan all or any B Note due on or before part of the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer Collateral as provided in Section 5.2(a) rather than deposit them into the Certificate Accountother documents executed in connection herewith, (II) shallor in any commercially reasonable manner, rather than deposit them or as provided by law. The Lender shall be entitled to place the Contracts which it recovers after any default in a pool for issuance of automobile loan receivable pass-through securities and to sell such securities at the then prevailing price for such securities in the Certificate Account, directly remit open market as a commercially reasonable disposition of collateral subject to the Primary Servicer applicable requirements of the Primary Servicing Fees payable UCC. The Lender shall also be entitled to sell (on a servicing-retained or servicing-released basis, as provided Lender may elect) any or all of such Contracts individually for the prevailing price as a commercially reasonable disposition of collateral subject to the applicable requirements of the UCC and to retitle in Lender's or Lender's nominee's name, the subordinate certificates referenced in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):6.14

Collections. (a) On In the event that an Originator believes that funds which are not Collections of Transferred Assets have been deposited into an account of the Purchaser or prior to the Closing DatePurchaser's assignee, such Originator shall notify the Servicer who shall so advise the Purchaser and, on the Business Day following such identification, the Master Servicer Purchaser shall openremit, or shall cause to be openedremitted, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, all funds so deposited which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior are identified to the Closing Date, Purchaser's satisfaction to the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")applicable Originator. (b) On or prior each Settlement Date, the Purchaser shall pay to the date applicable Originator accrued interest on the Master Servicer Subordinated Loan and the Purchaser may, at its option, prepay in whole or in part the principal amount of the Subordinated Loan; provided that each such payment shall first deposit funds be made solely from (i) Collections of Transferred Assets after all other amounts then due from the Purchaser under the Secondary Purchase Agreement and from the Borrower under the Financing Agreement have been paid in a Certificate Account full and all amounts then required to be set aside by the Purchaser under the Secondary Purchase Agreement and by the Borrower or the Interest Reserve AccountServicer under the Financing Agreement have been so set aside and (ii) excess cash flow from operations of the Purchaser which is not required to be applied to the payment of other obligations of the Purchaser under the Secondary Purchase Agreement; and provided further, as that no such payment shall be made at any time when an Event of Termination shall have occurred and be continuing. At such time following the case may beFacility Termination Date and the RFA Final Payment Date when all amounts owed by the Purchaser under the Secondary Purchase Agreement shall have been paid in full, the Master Servicer Purchaser shall give apply, on each Settlement Date, all other Collections of Transferred Assets received by the Purchaser and not previously distributed first to the Paying Agent payment of accrued interest on the Subordinated Loan, and then to the Trustee prior written notice reduction of the name and address principal amount of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this AgreementSubordinated Loan. (c) The Master Servicer If on any day any Transferred Asset becomes (in whole or in part) a Diluted Receivable, the Originator which originated such Transferred Asset shall deposit, or cause be deemed to be deposited, into the Certificate Account have received on the Business Day following receipt (or, such day a Collection of such Transferred Asset in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery amount of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Diluted

Collections. (a) On In the event that the Originator believes that funds which are not Collections of Transferred Assets have been deposited into an account of the Purchaser or prior to the Closing DatePurchaser’s assignee, the Master Originator shall notify the Servicer who shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in so advise the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interestPurchaser and, on the Business Day following identification such identification, the Purchaser shall remit, or shall cause to be remitted, all funds so deposited which are identified to the Purchaser’s satisfaction to the Originator. (b) If on any day any Transferred Asset becomes (in whole or in part) a Diluted Asset, the Originator shall be deemed to have received on such day a Collection of such Transferred Asset in the amount of such Diluted Asset. The Originator shall pay to the Purchaser on or prior to the next Business Day all amounts deemed to have been received pursuant to this subsection. (c) Upon discovery by the Originator or the Purchaser of any breach of the proper application representation and warranty made in Section 3.01(j) with respect to any Transferred Asset, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The Originator shall, on the Business Day following such notice, repurchase the affected Transferred Asset, at the option of such amountsthe Originator, either (i) by making a cash payment to the Purchaser in an amount equal to the Repurchase Price (defined below), or (ii) so long as no “Event of Termination” under, and as defined in, the following amounts received Purchase Agreement has occurred, and no Asset Interest Excess exists under (and as defined in) the Purchase Agreement, by it (including amounts remitted transferring ownership of a new Eligible Asset to the Master Servicer Purchaser on such Business Day having an Outstanding Balance at least equal to the Repurchase Price. The “Repurchase Price” for any Transferred Asset to be repurchased under this Section 2.03(c) shall equal the Purchase Price paid for such Asset by the Special Servicer from an REO Account pursuant Purchaser minus Collections received in respect thereof minus any payments or offsets made by the Originator to Section 9.14), other than the Purchaser in respect of interest Deemed Collections relating to such Transferred Asset. Simultaneously upon the payment to the Purchaser, or transfer to the Purchaser of Eligible Assets in respect of, the Repurchase Price for any such repurchased Transferred Asset, such Transferred Asset and principal on all Related Property relating solely to such Transferred Asset shall automatically be reconveyed by the Mortgage Loans, Purchaser to the Originator without any Serviced Companion Mortgage Loan further action by the Purchaser or any B Note due on or before other Person, and the Cut-Off Date which Purchaser shall be remitted have no further rights with respect thereto. Each party hereto shall, at the Originator’s expense, take any action the other party may reasonably request to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable further evidence such reconveyance. The Originator’s obligation to the Master Servicer as provided in reacquire Transferred Assets pursuant to this Section 5.2(a) rather than deposit them into the Certificate Account, (II2.03(c) shall, rather than deposit them in upon satisfaction thereof, constitute the Certificate Account, directly remit sole remedy (except for any obligation under Section 6.01 hereof) respecting the event giving rise to such obligation and is expressly limited to the Primary Servicer the Primary Servicing Fees payable Transferred Asset affected by such event. Except as expressly provided in this Section 5.2(a)(iv)(unless already retained 2.03, the Originator shall have no right or obligation under this Agreement, by implication or otherwise, to repurchase from the Purchaser any Transferred Assets or to rescind or otherwise retroactively affect any transfer of any Transferred Assets after the date on which such Transferred Assets are transferred by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Purchaser hereunder. WAREHOUSE LOAN SALE AGREEMENT

Collections. Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (a) On or other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds collected during the related Collection Period, prior to 11:00 a.m. (New York time) on the Closing related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior remit to the Closing Date, Deposit Account all payments by or on behalf of the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior Obligors with respect to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent Receivables (other than Purchased Receivables and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(anot including Fixed Value Payments), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, all Liquidation Proceeds within 3 two Business Days of discovery receipt thereof. The commingling conditions are as follows: (i) DCS must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) DCS must maintain a short-term rating of such failure at least "A-1" by Standard & Poor's and "P-1" by Moody's or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the case of unscheduled remittances of principal or interestcontrary, so long as DCS is the Servicer, DCS may withhold from the deposit into the Deposit Account any amounts indicated on the Business Day following identification related Servicer's Certificate as being due and payable to DCS or the Seller and pay such amounts directly to DCS or the Seller, as applicable. For purposes of the proper application of such amounts)this Article V, the following amounts received phrase "payments by it (including amounts remitted or on behalf of Obligors" shall mean payments made with respect to the Master Servicer Receivables by the Special Servicer from an REO Account pursuant to Section 9.14), Persons other than in respect the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer shall make daily remittance of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted collections to the Depositor (Deposit Account within two Business Days of receipt thereof; provided that the Master Servicer (I) however, daily remittance may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather commence no later than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained five Business Days following a reduction of DCS's short-term ratings below "A-1" by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained Standard & Poor's or "P-1" by the applicable holder of the excess servicing rights)):Moody's.

Collections. (a) On or prior The Servicer shall remit within two Business Days of receipt thereof to the Closing DateCollection Account or Payahead Account, as applicable, all payments by or on behalf of the Master Obligors with respect to the Receivables (other than Purchased Receivables) and all Net Liquidation Proceeds, both as collected during the Monthly Period less any payments owed thereon to the Servicer. Notwithstanding the foregoing, for so long as (i) Franklin Capital remains the Servicer, (ii) no Servicer Default shall openhave occurred and be continuing, (iii) there exists no Insurer Default, (iv) the Servicer's (or cause to be openedif the Servicer is Franklin Capital, and shall thereafter maintainthe Representative has entered into an agreement, guaranty, surety or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account").other arrangement backing (b) On The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or prior postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the date Servicer on the Master related Distribution Date pursuant to Section 5.6(b)(i) upon certification by the Servicer shall first deposit funds in a Certificate Account or of such amounts and the Interest Reserve Account, as the case may be, the Master Servicer shall give provision of such information to the Paying Agent Trustee and the Trustee prior written notice Security Insurer as may be necessary in the opinion of the name and address Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right entitlement to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause reimbursement pursuant to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amountsSection 5.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following amounts received by it (including amounts remitted receipt of which the Trustee shall not make a distribution to the Master Servicer by the Special Servicer from an REO Account in respect of such amount pursuant to Section 9.145.6(b)(i), other than in respect of interest and principal or if the Servicer prior thereto has been reimbursed pursuant to Section 5.6(b)(i) or Section 5.9, the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):next succeeding Distribution Date.

Collections. Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (a) On other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds and any subsequent Recoveries, both as collected during a Collection Period, on or prior to the Closing Payment Determination Date preceding the related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior remit to the Closing Date, Collection Account all payments by or on behalf of the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior Obligors with respect to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent Receivables (other than Purchased Receivables and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(anot including Fixed Value Payments), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments all Liquidation Proceeds and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, any subsequent Recoveries within 3 two Business Days of discovery receipt thereof. The commingling conditions are as follows: (i) CFC must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) CFC must maintain a short-term rating of such failure at least A-1 by Standard & Poor's and P-1 by Moody's or (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the case of unscheduled remittances of principal or interestcontrary, so long as CFC is the Servicer, CFC may withhold from the deposit into the Collection Account any amounts indicated on the Business Day following identification related Servicer's Certificate as being due and payable to CFC or the Seller and pay such amounts directly to CFC or the Seller, as applicable. For purposes of the proper application of such amounts)this Article V, the following amounts received phrase "payments by it (including amounts remitted or on behalf of Obligors" shall mean payments made with respect to the Master Servicer Receivables by the Special Servicer from an REO Account pursuant to Section 9.14), Persons other than in respect the Servicer or the Seller. In the event the commingling conditions cease to be met, the Servicer shall make daily remittance of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted collections to the Depositor (Collection Account within two Business Days of receipt thereof; provided that the Master Servicer (I) however, daily remittance may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather commence no later than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained five Business Days following a reduction of CFC's short-term ratings below A-1 by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained Standard & Poor's or P-1 by the applicable holder of the excess servicing rights)):Moody's.

Collections. The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Trust Student Loans (aother than Purchased Student Loans), and all Liquidation Proceeds, both as collected during the Collection Period, and the Eligible Lender Trustee shall remit within two Business Days of receipt thereof to the Collection Account any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during the Collection Period. Notwithstanding the foregoing, for so long as (i) On the senior unsecured obligations of the Administrator (or any affiliate of the Administrator which guarantees the obligations of the Administrator hereunder) shall have been assigned a longterm rating of not less than "AA-" (or equivalent rating) or a short-term rating of not less than "A-1" (or equivalent rating) by each of the Rating Agencies or the remitting by the Servicer and the Eligible Lender Trustee of the amounts referred to in this Section 2.4 to the Administrator will not result in a downgrading or withdrawal of any of the then current ratings of any of the Securities by any of the Rating Agencies and (ii) no Administrator Default shall have occurred and be continuing, the Servicer and the Eligible Lender Trustee shall remit such collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Collection Account until one Business Day immediately prior to the Closing next following Monthly Servicing Payment Date (in an amount up to the Servicing Fee then due) or Distribution Date together with interest on such amounts (less Servicing Fees paid during such period) calculated on a daily basis from the first day of the month following receipt thereof by the Administrator through the last day of the related Collection Period at a rate equal to the Federal Funds Rate less .20%; provided, however, that, if the Administrator (and each such Affiliate which guarantees the obligations of the Administrator) is rated below AA- and A-1+ by Standard & Poor's, the Administrator shall deposit all such collections into the Collection Account at least as frequently as the next following Monthly Servicing Payment Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds unless less frequent deposits will not result in a Certificate Account downgrading or withdrawal of Standard & Poor's then current ratings on the Notes or the Interest Reserve Account, as Certificates. In the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice event that any of the name and address of foregoing conditions for ceasing daily remittances shall no longer be satisfied, then the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer Administrator shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, deposit all collections held by it into the Certificate Collection Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 two Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):thereof.

Collections. (a) On Unless otherwise directed by DFS, to expedite collection of Accounts for the benefit of DFS, Dealer shall notify all of its obligors to make payment of the Accounts to one or prior to more lock-boxes under the Closing Date, the Master Servicer shall open, or cause to be openedsole control of DFS. The lock-box, and all accounts into which the proceeds of any such lock-box(es) are deposited, shall thereafter maintain, or cause be established at banks selected by the Dealer and satisfactory to be maintained, a separate account or accounts, which accounts must be Eligible AccountsDFS in its sole discretion. Dealer shall issue to any such banks an irrevocable letter of instruction, in form and substance reasonably acceptable to DFS, directing such banks to deposit all payments or other remittances received in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Passlock-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior box to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate such account or accounts as DFS shall direct, for application against the outstanding balance of the Obligations. All funds deposited in the name lock-box or any such account immediately shall become the property of "▇▇▇▇▇ Fargo BankDFS, National Associationand any disbursements of the proceeds in the lock-box or any such account will only be made to DFS. Dealer shall obtain the agreement of such banks to waive any offset rights against the funds so deposited. DFS assumes no responsibility for such lock-box arrangement, as Master Servicer for LaSalle Bank National Associationincluding, as Trustee for the Holders without limitation, any claim of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc.accord and satisfaction or release with respect to deposits which any banks accept thereunder. All remittances which Dealer receives in payment of any Accounts, Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice proceeds of any of the other Collateral, shall be: (i) kept separate and apart from Dealer's own funds so that they are capable of identification as DFS' property; (ii) held by Dealer as trustee of an express trust for DFS' benefit; and (iii) shall be immediately deposited in such accounts designated by DFS. All proceeds received or collected by DFS with respect to Accounts, and reserves and other property of Dealer in possession of DFS at any time or times hereafter, may be held by DFS without interest to Dealer until all Obligations are paid in full or applied by DFS on account of the Obligations. DFS may release to Dealer such portions of such reserves and proceeds as DFS may determine. Upon the occurrence and during the continuance of a Default, DFS may notify the obligors that the Accounts have been assigned to DFS, collect the Accounts directly in its own name and address of charge the depository institution(s) at which such accounts are maintained collection costs and expenses, including attorneys' fees, to Dealer. DFS has no duty to protect, insure, collect or realize upon the account number of such accounts. The Master Servicer shall take such actions as are necessary Accounts to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account preserve rights in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementthem. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):

Collections. (a) On or prior Obligors shall make payments on the Receivables to the Closing Date, Servicer who shall deposit all such payments in the Master Collection Account no later than the second Business Day following the Date of Processing thereof. The Servicer shall open, or cause allocate such amounts to be opened, each Series of Investor Certificates and to the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV and shall thereafter maintain, cause the Trustee to withdraw the required amounts from the Collection Account or cause pay such amounts to be maintained, a separate account the Holder of the Exchangeable Transferor Certificate in accordance with this Article IV. The Servicer shall make such deposits or accounts, which accounts must be Eligible Accounts, payments on the date indicated herein by wire transfer or as otherwise provided in the name Supplement for any Series of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account")Certificates with respect to such Series. On or prior Notwithstanding anything in this Agreement to the Closing Datecontrary, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), but subject to the Master Servicerterms of any Supplement, for so long as, and only so long as, Fingerhut (or any successors to Fingerhut) or an Affiliate of Fingerhut shall remain the Servicer hereunder, and (a)(i) Fingerhut (or any successors to Fingerhut) or an Affiliate of Fingerhut provides to the Trustee a letter of credit or other form of Enhancement rated at least A-1 by Standard & Poor's and P-1 by Moody's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted as certified to the Master Servicer Trustee by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (IIIii) shall, after notifying each Rating Agency of the proposed use of such letter of credit or other form of Enhancement the Transferor shall have received a notice from each Rating Agency that making payments monthly rather than daily would not result in a downgrading or withdrawal of any of such Rating Agency's then-existing ratings of the Investor Certificates, or (b) FCI (or any successors to FCI) shall have and maintain a short-term credit rating of at least A-1 by Standard & Poor's and P-1 by Moody's (as certified to the Trustee by the Servicer), the Servicer need not deposit them Collections from the Collection Account into the Principal Account or the Interest Funding Account or any Series Account, or make payments to the Holder of the Exchangeable Transferor Certificate, prior to the close of business on the day any Collections are deposited in the Certificate AccountCollection Account as otherwise provided in this Article IV, directly remit the Excess Servicing Fees but may instead make such deposits, payments and withdrawals on each Transfer Date in an amount equal to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by net amount of such deposits, payments and withdrawals which would have been made but for the applicable holder provisions of the excess servicing rights)):this paragraph.

Collections. (a) The Servicer has established the Local Collection Accounts with the banks listed on Exhibit C with any changes from time to time to be promptly reported to the Trustee. On or prior to the Closing Date, the Master Trustee shall provide notice of the location of the Trust Accounts and the Local Collection Accounts (as well as prompt notice thereafter of any changes) to the Security Insurer. The Servicer shall openremit directly to the Local Collection Accounts without deposit into any intervening account all payments by or on behalf of the Obligors on the Receivables and all Liquidation Proceeds received by the Servicer, or in each case, as soon as practicable, but in no event later than the Business Day after receipt thereof. Within three Business Days of deposit of payments into a Local Collection Account, the Servicer shall cause all amounts credited to such Local Collection Account on account of such payments to be opened, and shall thereafter maintain, or cause transferred to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, the Collection Account. Amounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer Local Collection Accounts shall open, or cause to not be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")invested. (b) On Notwithstanding the provisions of subsection (a) hereof, the Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Monthly Period (i) for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or prior postings or checks returned for insufficient funds and (ii) if FEFG is not the Servicer, for amounts payable pursuant to the date the Master Servicer shall first deposit funds proviso in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give Section 3.15(b) and to the Paying Agent proviso in the first sentence of Section 8.2. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Payment Date pursuant to Section 4.6(i) upon certification by the Servicer of such amounts and the provision of such information to the Trustee prior written notice and the Security Insurer as may be necessary in the opinion of the name Trustee and address the Security Insurer to verify the accuracy of such certification. In the event that the Security Insurer has not received evidence satisfactory to it of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right entitlement to direct payments and investments and its rights of withdrawal under reimbursement pursuant to this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amountsSection 4.2(b), the Security Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trustee notice to such effect, following amounts received by it (including amounts remitted receipt of which the Trustee shall not make a distribution to the Master Servicer by the Special Servicer from an REO Account in respect of such amount pursuant to Section 9.14)4.6, other than in respect of interest and principal or if the Servicer prior thereto has been reimbursed pursuant to Section 4.6 or Section 4.8, the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):next succeeding Payment Date.

Collections. (a) On Subject to the provisions of subsections (b) and (c) below, the Servicer shall remit to the Collection Account all payments by or prior on behalf of the Obligors on the Receivables, including all Liquidation Proceeds and Recoveries received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business (New York time) on the second Business Day after receipt thereof. Subject to the provisions of subsection (c) hereof, on the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, deposit in the name Collection Account all payments by or on behalf of "▇▇▇▇▇ Fargo Bank, National Association, as Master the Obligors received by the Servicer for LaSalle Bank National Association, as Trustee for representing monies due or received under the Holders Receivables after the close of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (business of the "Certificate Account"). On Servicer on the Cutoff Date and on or prior to the second Business Day immediately preceding the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On Notwithstanding the provisions of Section 4.2(a), if (i) the Servicer shall have the Required Rating or prior (ii) (a) the Servicer shall have obtained a letter of credit or surety bond (or similar form of performance guaranty) in favor of the Trust for the benefit of the Securityholders, providing that the Trust may demand payment (up to the date amount then available thereunder) in the Master event that the Servicer fails to make any payment or deposit required hereunder (other than with respect to Advances) and (b) the Trust shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Notes would not be lowered or withdrawn as a result, the Servicer may deposit the amounts referred to in subsection (a) above for any Collection Period into the Collection Account not later than the close of business on the related Deposit Date, for so long as the Servicer shall first deposit funds have the Required Rating or such letter of credit, surety bond or similar form of performance guaranty is in a Certificate Account or the Interest Reserve Accountfull force and effect, as the case may be; PROVIDED, HOWEVER, that (i) if an Event of Servicing Termination has occurred and is continuing, (ii) the Servicer has been terminated as such pursuant to Section 8.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a letter of credit (or similar form of performance guaranty) satisfying the conditions specified above), the Master Servicer shall give to deposit such amounts (including any amounts then being held by the Paying Agent and Servicer) into the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Collection Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor servicer solely by reason of the occurrence of an event specified in clauses (i), subject (ii) and (iii) of such proviso with respect to the Master outgoing Servicer. Following the occurrence of an event specified in clauses (i), (ii) or (iii) in the preceding proviso, on a monthly basis, all Collections shall be segregated by book-entry or similar form of identification on the Servicer's (books and records and identified as the property of the Trust. The Servicer shall promptly notify the Trust in writing if it shall obtain or its Primary Servicer's lose the Required Rating or its Sub-Servicer's) right to direct payments and investments and its rights the benefit of withdrawal under this Agreementsuch letter of credit, surety bond, or similar form of performance guaranty. (c) The Master Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer shall depositmay retain, or cause will be entitled to be depositedreimbursed, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period and the Receivables originated by it any amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the Master related Distribution Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer as provided in Section 5.2(a) rather than deposit them into shall cause the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly subservicer to remit to the Primary Servicer Collection Account as soon as practicable, but in no event later than the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained close of business (New York time) on the second Business Day after receipt thereof by the Primary Servicer), and subservicer (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees but subject to the holders thereof as provided in provisions of Section 5.2(a)(iv))(unless already retained by 4.2 (b) and the applicable holder of the excess servicing rights)):limitations contained in

Collections. comScore, Inc. Credit and Security Agreement Page 29 of 49 (a) On The Borrower shall notify and direct all account debtors promptly following written request by the Lender to make all payments on or prior in respect of Accounts (other than electronic funds transfers) directly to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer Borrower to be maintained at the Lender (the “Collection Account”). So long as provided in Section 5.1(ano Event of Default has occurred, the Borrower may continue to permit electronic payments to be made to the Borrower’s operating accounts (collectively, the “Operating Accounts”), provided, however, that at the end of each Business Day, amounts remaining in the Operating Accounts will be swept into the Collection Account. The Borrower hereby authorizes the Lender to receive, endorse and/or deposit into the Collection Account in the name of the Lender or in the name of the Borrower any and all cash, checks, drafts and other remittances received by the Lender on or in respect of Accounts and/or the sale or lease of Inventory and the Borrower hereby waives notice of presentment, protest and non-payment of any such checks, drafts or other remittances. In the event that the Borrower directly receives any cash, checks, drafts or other remittances on or in respect of Accounts and/or the sale or lease of Inventory, the Borrower shall promptly deliver the same to the Lender for deposit to the Collection Account. Pending such deposit, the Borrower will not commingle any such cash, checks, drafts or other remittances with other funds and property but will hold them separate and apart in trust for the Lender subject to the Master Servicer's security interests hereunder. Until such authority is terminated by the Lender pursuant to subsection (or its Primary Servicer's or its Sub-Servicer'sb) right below, the Borrower shall have the authority to direct payments withdraw funds from the Collection Account and investments and its rights use the same for the Borrower’s general business purposes so long as such use is not inconsistent with the provisions of withdrawal under this Agreement. Until an Event of Default exists or occurs, the Lender, on each Business Day, will apply all finally collected funds on deposit to the Collection Account to the unpaid principal amount of Advances then outstanding. (cb) The Master Servicer At any time while an Event of Default shall depositbe continuing, or cause the Lender may (1) terminate the authority of the Borrower to be deposited, receive electronic payments into the Certificate Operating Accounts, whereupon all account debtors shall be directed to remit all payments directly to the Collection Account, and (2) terminate the authority of the Borrower to withdraw funds from the Collection Account whereupon (i) the Collection Account will automatically convert into an account over which the Lender has exclusive dominion, control and power of access and withdrawal, and, for that purpose, the Lender is hereby authorized to take all appropriate actions to block the Borrower’s access to the Collection Account, including without limiting the generality of the foregoing, denying electronic access and returning unpaid any checks, drafts or other instruments theretofore or thereafter issued by the Borrower and drawn upon the Collection Account, all without any liability whatsoever on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification part of the proper application of such amounts), the following amounts received by it (including amounts remitted Lender to the Master Servicer by the Special Servicer from an REO Account pursuant Borrower or to Section 9.14)any other person for having done so, (ii) any cash, checks, drafts or other than remittances on or in respect of interest Accounts and/or the sale or lease of Inventory received by the Borrower and principal on held in trust for the Mortgage LoansLender as above provided shall be immediately delivered to the Lender for deposit to the Collection Account in precisely the form received, except for the addition thereto of the endorsement of the Borrower where required for collection of any Serviced Companion Mortgage Loan such checks, drafts or other remittances which endorsement the Borrower agrees to make and with respect to such checks, drafts and other remittances the Borrower waives notice of presentment, protest and non-payment and (iii) the Lender shall have the right at any time and from time to time to apply funds held by it in the Collection Account to the payment of all or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder part of the excess servicing rights)):Obligations, whether matured or unmatured, in such order and manner as the Lender may determine in its sole discretion.

Collections. (a) On or prior The Servicer shall remit to the Closing DateCollection Account all amounts (excluding, for the avoidance of doubt, any Supplemental Servicing Fees) received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (each, a “Monthly Remittance Condition”), the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior may remit any such amounts received during any Collection Period to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts Collection Account in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit immediately available funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day preceding the Distribution Date following receipt such Collection Period (or, in it being understood that the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Monthly Remittance Condition has not been satisfied as of the proper application of Closing Date); provided further, that if any such amounts), the following amounts (including Liquidation Proceeds and all amounts received by it the Servicer in connection with the repossession and sale of a Financed Vehicle (including amounts remitted to whether or not the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14related Receivable has been classified as a Defaulted Receivable), other than ) are received in respect of interest a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and principal on shall apply the Mortgage Loansamount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, any Serviced Companion Mortgage Loan or any B Note due provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or before in respect of the Cut-Off Date which shall be remitted Receivables to the Depositor extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (provided ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Master Servicer (I) may retain amounts otherwise payable to the Master Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance at its Corporate Trust Office from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as provided in Section 5.2(a) rather than deposit them into the Certificate Accountapplicable, (II) shall, rather than deposit them in the Certificate Account, directly has actual knowledge of such event or circumstance. The Servicer shall remit to the Primary Servicer Collection Account on the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained Closing Date all amounts received by the Primary Servicer), Servicer on or in respect of the Receivables (including Liquidation Proceeds and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained all amounts received by the applicable holder Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the excess servicing rightsrelated Receivable has been classified as a Defaulted Receivable)):) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

Collections. Subject to the continued satisfaction of the commingling conditions described below, the Servicer shall remit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (a) On or other than Purchased Receivables and not including Fixed Value Payments), all Liquidation Proceeds collected during the related Collection Period, prior to 11:00 a.m. (New York time) on the Closing related Payment Date. Notwithstanding the foregoing, if any of the commingling conditions ceases to be met, the Master Servicer shall openremit to the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments) and all Liquidation Proceeds within two Business Days of receipt thereof. The commingling conditions are as follows: (i) DCFS must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) (x) DaimlerChrysler North America Holding Corporation must maintain a short-term rating of at least "P-1" by Moody's and "A-1" by Standard & Poor's or cause (y) if daily remittances occur hereunder, prior to ceasing daily remittances, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein to the contrary, so long as DCFS is the Servicer, DCFS may withhold from the deposit into the Deposit Account any amounts indicated on the related Servicer's Certificate as being due and payable to DCFS or the Seller and pay such amounts directly to DCFS or the Seller, as applicable. For purposes of this Article V, the phrase "payments by or on behalf of Obligors" shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In the event the commingling conditions cease to be openedmet, and the Servicer shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name make daily remittance of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior collections to the Closing DateDeposit Account within two Business Days of receipt thereof; provided, however, daily remittance may commence no later than five Business Days following a reduction of DaimlerChrysler North America Holding Corporation's short-term ratings below "P-1" by Moody's or "A-1" by Standard & Poor's. In addition, if the Servicer is required to make daily remittance of collections into the Deposit Account, the Master Servicer shall open, may with respect to all interest payments by or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in on behalf of the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior Obligors with respect to the date Receivables (other than Purchased Receivables and not including Fixed Value Payments): (i) calculate the Master Servicer shall first deposit funds in a Certificate Account or amount of such interest payments collected each day on the Interest Reserve Account, as basis of the case may beaggregate Principal Balance of the Receivables (other than Purchased Receivables and not including Fixed Value Payments) at the start of the applicable Collection Period, the Master Servicer shall give weighted average APR of such Receivables and the number of calendar days in that Collection Period divided by 360 and (ii) deposit such calculated daily interest amounts to the Paying Agent and Deposit Account within the Trustee prior written notice applicable time frame required pursuant to this Section 5.02. In the event that the sum of the name and address daily interest amounts so calculated for a Collection Period exceeds the amount of actual interest payments for that Collection Period, the Indenture Trustee shall, at the written direction of the depository institution(s) at which Servicer, release such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject excess to the Master Servicer's Servicer (or its Primary Servicer's designee). For the avoidance of doubt, the Servicer is not required to calculate the amount of interest payments in the manner provided in the two immediately preceding sentences and may, upon provision to the Indenture Trustee of written notice thereof, change its procedures so that it deposits the actual amount of interest payments made by or its Sub-Servicer'son behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and not including Fixed Value Payments) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Deposit Account on within the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account applicable time frame required pursuant to this Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):5.02.

Collections. (a) On Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit to the Collection Account all payments (other than amounts constituting Supplemental Servicing Fees) by or on behalf of the Obligors on the Receivables, including all Liquidation Proceeds received by Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day, after identification thereof. Subject to the provisions of subsections (b) and (c), on the Closing Date, Servicer shall deposit in the Collection Account all payments by or on behalf of the Obligors on the Receivables received by Servicer after the Cutoff Date and on or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to second Business Day immediately preceding the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On Notwithstanding the provisions of subsection (a), if BANA is the Servicer and (i) [ ] shall have the Required Rating or prior (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) for any Collection Period into the date Collection Account not later than the Master close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) [ ] ceases to have the Required Rating, Servicer shall first deposit funds in a Certificate such amounts (including any amounts then being held by Servicer) into the Collection Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (x), subject (y) and (z) of such proviso with respect to the Master outgoing Servicer's . Pending the deposit of the amounts referred to in subsection (a) into the Collection Account, such amounts may be employed by Servicer at its own risk and for its own benefit and need not be segregated from Servicer’s own funds. Any losses resulting from Servicer’s actions shall be borne exclusively by Servicer. Servicer shall promptly notify Trustee in writing if [ ] shall obtain or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementlose the Required Rating. (c) The Master Notwithstanding the provisions of subsections (a) and (b), Servicer shall depositmay retain, or cause will be entitled to be depositedreimbursed, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period any amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the Master Servicer as provided in Section 5.2(arelated Distribution Date. (d) rather With respect to each Precomputed Receivable, collections and payments by or on behalf of an obligor (other than deposit them into the Certificate Account, (IIany amounts constituting Supplemental Servicing Fees) shall, rather than deposit them in the Certificate Account, directly remit for each Collection Period shall be applied to the Primary Servicer scheduled payment on such Precomputed Receivable for such Collection Period. To the Primary Servicing Fees payable extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees Payaheads until such later Collection Period as such Payaheads may be transferred to the holders thereof as provided Collection Account and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):4.5.

Collections. (a) On or prior The Indenture Trustee shall review the Servicer’s Certificate prepared by the Servicer immediately upon receipt thereof pursuant to Section 8.12 of the Closing Date, Trust Agreement for purposes of making the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")distributions under Section 8.05 hereof. (b) On or prior For any Payment Date on which there will not be sufficient Available Funds to make the distributions required pursuant to Sections 8.05(a) (i) through (vii) hereof, the Indenture Trustee shall deliver to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may beCollateral Agent, the Master Servicer Insurer and the Servicer, by hand delivery or facsimile transmission, a written notice (a “Deficiency Notice”) specifying the Deficiency Claim Amount for such Distribution Date. Any Deficiency Notice shall give be delivered on or as promptly as reasonably possible after the Determination Date and in no event later than 11:00 am., Eastern time, on the fourth Business Day preceding such Payment Date. Such Deficiency Notice shall direct the Collateral Agent to remit such Deficiency Claim Amount (to the Paying Agent extent funds are available to be distributed pursuant to the Spread Account Agreement) to the Indenture Trustee for deposit of such amount in the Collection Account. If such deficiency exceeds the Available Spread Amount, the Indenture Trustee shall submit, concurrently with the delivery of the Deficiency Notice or promptly thereafter but in no event later than the Draw Date, a claim under the Policy to the Insurer and the Trustee prior written notice of Fiscal Agent (as defined in the name Insurance Agreement) pursuant to Section 9.03 hereof and address of shall comply with the depository institution(s) at which such accounts are maintained requirements under the Policy and the account number Insurance Agreement for the making of such accounts. The Master Servicer shall take such actions as are necessary to cause a claim under the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this AgreementPolicy. (c) The Master Servicer shall depositIndenture Trustee shall, or cause to be depositedimmediately upon receipt, into the Certificate Account on the Business Day following receipt (or, deposit in the case of an inadvertent failure to make such deposit on Collection Account for application in accordance with the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts Policy any funds received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than Indenture Trustee in respect of interest and principal on funds drawn under the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before Policy from the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Insurer.

Collections. (a) On or prior to As soon as practicable after the Closing Date, but in no event later than 90 days after the Master Closing Date the Servicer shall open, or cause the post office box to which the Obligors are instructed to mail payments on the Receivables to be opened, put into the name of the Collateral Agent on behalf of the Secured Parties and shall thereafter maintain, or the Borrower. The Collateral Agent hereby authorizes the Servicer to cause such payments to be maintained, a separate account deposited in the Payments Accounts (as defined below). The Servicer shall remit all payments by or accountson behalf of the Obligors, which are received in such post office box or otherwise received by the Servicer with respect to the Receivables (other than Repurchased Receivables), including all Insurance Proceeds, Residual Proceeds and Recoveries, no later than the Business Day following receipt thereof in such post office box or otherwise by the Servicer directly to one or more trust accounts must be Eligible Accounts, (the "Payments Account(s)") held at BofA or another bank or other financial institution reasonably acceptable to the Notice Parties (the "Payments Account Bank") in the name of "▇▇▇▇▇ Fargo Bankthe Collateral Agent, National Association, into which payments on the retail installment sales contracts and leases for which Financial Pacific acts as Master Servicer for LaSalle Bank National Association, as Trustee for servicer will be deposited. Within two Business Days after deposit in the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Payments Account"). On or prior to the Closing Date, the Master Servicer shall openwill identify the funds attributable to payments on the Receivables that constitute Collections and instruct the Payments Account Bank to transfer such collected funds into the Collection Account. The Collateral Agent, or cause to be openedthe Borrower, and shall maintain, the Secured Parties each hereby authorizes the Servicer to direct the Payments Account Bank to transfer such other funds not attributable to payments on the Receivables or cause that do not constitute Collections to be maintained an additional separate account such accounts or accounts other persons as it may deem necessary in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")accordance with its other servicing responsibilities. (b) On The parties acknowledge that after the date hereof the Servicer may enter into arrangements with one or prior more banks or other financial institutions reasonably acceptable to the date Notice Parties (each a "Lock-Box Bank") for the Master receipt and processing by the Lock-Box Banks of payments on Receivables sent by Obligors to post office boxes controlled by the Lock-Box Banks. The Servicer shall first deposit funds in a Certificate Account or and the Interest Reserve Account, as the case may be, the Master Servicer Borrower shall give to the Paying Agent Notice Parties and the Trustee Collateral Agent reasonable prior written notice of the name effectiveness of any such arrangement, the names and address addresses of the depository institution(s) at which such accounts are maintained Lock-Box Banks and the account number of each account maintained by such accountsLock-Box Bank and into which collections on Receivables will be deposited (each a "Lock-Box Account"), and shall provide the Notice Parties and the Collateral Agent with copies of any agreements relating to the Lock-Box Accounts (which agreements shall be in form and substance reasonably acceptable to the Notice Parties and the Collateral Agent) and such other information as they may reasonably request with respect to such arrangements. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Unless each Lock-Box Account and the Interest Reserve Account to hold such account related lock-box is in the name of and under the Master control of the Collateral Agent pursuant to arrangements reasonably satisfactory to the Notice Parties, the Borrower and the Servicer as provided shall execute and deliver and shall require each Lock-Box Bank to execute and deliver, before any collections on Receivables are deposited in Section 5.1(aany Lock-Box Account maintained by such Lock-Box Bank, an agreement among such parties, the Collateral Agent, the Bank Agent and the Administrative Agent in form and substance reasonably satisfactory to the Notice Parties and the Collateral Agent (each a "Lock-Box Agreement"), subject covering each such Lock-Box Account. Each Lock-Box Agreement shall include a provision pursuant to which the Servicer will irrevocably instruct the Lock-Box Bank that, upon and after notice by the Administrative Agent or the Bank Agent, with the prior written consent of the Surety Provider, or the Surety Provider to the Master Servicer's Lock-Box Bank to the effect that an Event of Default has occurred and is continuing, the Lock-Box Bank will not withdraw or transfer any funds from such Lock-Box Account unless and until, prior thereto or concurrently therewith, the Collateral Agent shall have identified the portion of the funds in such Lock-Box Account which constitute Collateral and such portion shall have been transferred to the Collection Account. Each of the Administrative Agent, the Bank Agent and the Surety Provider agrees to give such notice, if at all, only after the occurrence of an Event of Default. Within two Business Days after deposit of any funds in any Lock-Box Account, the Servicer will identify the funds attributable to payments on the Receivables that constitute Collections and instruct the Lock-Box Bank to transfer such collected funds into the Collection Account. The Administrative Agent, the Parallel Lenders, the Bank Agent and the Lender each hereby grant the Servicer authorization (or its Primary Servicer's or its Sub-Servicer'swhich authorization may be revoked if an Event of Default has occurred and is continuing) right to direct the Lock-Box Bank to transfer any other funds not attributable to payments and investments and on the Receivables that constitute Collections to such accounts or other persons as it may deem necessary in accordance with its rights of withdrawal under this Agreementother servicing responsibilities. (c) The Master Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, the Bank Agent or the Surety Provider may direct or require the Servicer to direct the Obligors to make all payments on Receivables to an account designated by the Administrative Agent, the Bank Agent or the Surety Provider. In the event of conflicting instructions from the Administrative Agent, the Bank Agent and the Surety Provider, the instructions of the Surety Provider shall deposit, or cause to be deposited, into control unless the Certificate Account on Surety Provider has defaulted in its obligations under the Surety Bond and such default continues. (d) On the fifth Business Day following receipt (or, in the case last day of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts)a Collection Period, the following amounts received by it (including amounts remitted Servicer shall direct in writing the Collection Account Bank to transfer all Collections with respect to such Collection Period from the Collection Account to the Master Servicer by Distribution Account via wire transfer of immediately available funds. The Servicer's written direction shall include the Special Servicer from an REO Account pursuant amount of funds to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):transferred.

Collections. (a) On or prior Until the Grantor's authority to do so is terminated by the Closing DateSecured Parties pursuant to subsection (b) below, the Master Servicer Grantor shall open, or cause to be openedhave the authority, and shall thereafter maintainthe Grantor agrees that at the Grantor's sole cost and expense, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, and in accordance with the collection practices customary in the name Grantor's business, the Grantor shall enforce and collect payment of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee all amounts due and payable on or with respect to Receivables and/or the sale or lease of Inventory on the Secured Parties' behalf and for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (Secured Parties' account as the "Certificate Account"). On or prior to Secured Parties' property in trust for the Closing Date, the Master Servicer shall open, or cause to be openedSecured Parties, and shall maintain, or cause the Grantor agrees to be maintained an additional separate account or accounts in use the name proceeds of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee all such payments for the Holders Grantor's general business purposes so long as such use is not inconsistent with the provisions of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (this Agreement or the "Interest Reserve Account")Financing Documents. (b) On At any time upon or prior after the occurrence of an Event of Default and so long as the same shall be continuing, the Secured Parties, in addition to any other of their rights and remedies, may terminate the authority given to the date Grantor in subsection (a) above whereupon (i) the Master Servicer Secured Parties shall first have the right to notify and direct, and/or require the Grantor to notify and direct, all Account Debtors to make all payments on or in respect of Receivables and/or the sale or lease of Inventory directly to the Secured Parties for deposit funds into a special banking account maintained by the Bank over which the Secured Parties have exclusive dominion, control, and power of access and withdrawal (the "Collection Account"), (ii) unless otherwise agreed by the Secured Parties, any cash, checks, drafts, money orders, instruments or other remittances on or with respect to Receivables and/or the sale or lease of Inventory received by the Grantor shall be delivered to the Secured Parties within one day of receipt thereof by the Grantor for deposit to the Collection Account in a Certificate Account precisely the form in which received, except for the addition thereto of the endorsement of the Grantor where required for collection of any checks, drafts, money orders, instruments or other remittances which endorsement the Interest Reserve AccountGrantor agrees to make, as and with respect thereto the case may beGrantor hereby waives notice of presentment, protest and non-payment, (iii) pending such deposit, the Master Servicer shall give to Grantor will not commingle any such cash, checks, drafts, money orders, instruments or other remittances with other funds or property, but will hold them separate and apart and in trust for the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), Secured Parties subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer)Security Interests hereunder, and (IIIiv) shallthe Bank shall have the right at any time and from time to time, rather than deposit them to apply funds held by it in the Certificate Account, directly remit the Excess Servicing Fees Collection Account to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder payment of all or any part of the excess servicing rights)):Obligations, whether matured or unmatured, in such order and manner as the Secured Parties may determine in their sole discretion.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the first Business Day after receipt thereof. For purposes of this Article V, the Master phrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the "Monthly Remittance Conditions"); the Servicer shall opennot be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, or cause without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in remitted by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, Collection Account on a daily basis not later than the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")first Business Day after receipt thereof. (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account The Indenture Trustee or the Interest Reserve Account, as Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the case may be, definition of the Master Servicer shall give to Monthly Remittance Condition unless the Paying Agent and Indenture Trustee or the Owner Trustee prior written has received notice of such event or circumstance from the name and address Seller or the Servicer in an Officer's Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the depository institution(s) at which such accounts are maintained and Outstanding Amount of the account number Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (event or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementcircumstances. (c) The Master Servicer shall depositgive the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (Nissan 2003-B Sale and Servicing Agreement) (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to be deposited, into the Certificate Account on Owner Trustee and the Business Day following receipt (or, Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make downgrading or withdrawal by such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Rating Agency of the proper application ratings then assigned to any Class of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Notes.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the second Business Day after identification thereof. For purposes of this Article V, the Master phrase “payments received by or on behalf of the Obligors” shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by Moody’s and NMAC’s short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor’s, Nissan Capital of America, Inc.’s short-term unsecured debt obligations) are rated “A-1” by Standard & Poor’s (so long as Moody’s and Standard & Poor’s are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the “Monthly Remittance Conditions”); the Servicer shall opennot be required to remit such collections to the Collection Account on the foregoing basis but shall be entitled to retain such collections, or cause without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in remitted by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, Collection Account not later than the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")second Business Day after identification thereof. (b) On or prior to The Indenture Trustee will promptly, on the date of receipt, deposit into the Master Servicer shall first deposit funds in a Certificate Collection Account or all Net Swap Receipts received by it under the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent Rate Swap Agreement in immediately available funds. 38 (Nissan 2008-A Sale and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(aServicing Agreement), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Indenture Trustee or the Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the Outstanding Amount of the Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. (d) The Servicer shall depositgive the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (e) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to be deposited, into the Certificate Account on Owner Trustee and the Business Day following receipt (or, Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make downgrading or withdrawal by such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Rating Agency of the proper application ratings then assigned to any Class of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Notes.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the first Business Day after receipt thereof. For purposes of this Article V, the Master phrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders) (collectively, the "Monthly Remittance Conditions"); the Servicer shall opennot be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, or cause without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in remitted by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, Collection Account on a daily basis not later than the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")first Business Day after receipt thereof. (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account The Indenture Trustee or the Interest Reserve Account, as Owner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the case may be, definition of the Master Servicer shall give to Monthly Remittance Condition unless the Paying Agent and Indenture Trustee or the Owner Trustee prior written has received notice of such event or circumstance from the name Seller or the Servicer in an (Nissan 2005-A Sale and address Servicing Agreement) Officer's Certificate or from the Holders of Notes evidencing not less than 25% in principal amount of the depository institution(s) at which such accounts are maintained and Outstanding Amount of the account number Notes, or a Trust Officer of the Indenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (event or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementcircumstances. (c) The Master Servicer shall depositgive the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to be deposited, into the Certificate Account on Owner Trustee and the Business Day following receipt (or, Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make downgrading or withdrawal by such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Rating Agency of the proper application ratings then assigned to any Class of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Notes.

Collections. (a) On In the event that the Seller believes that funds which are not Collections of Transferred Assets have been deposited into an account of the Purchaser or prior to the Closing DatePurchaser's assignee, the Master Seller shall notify the Servicer who shall openso advise the Purchaser and, on the Business Day following such identification, the Purchaser shall remit, or shall cause to be openedremitted, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, all funds so deposited which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior are identified to the Closing Date, Purchaser's satisfaction to the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Seller. (b) On or prior each Settlement Date, the Purchaser shall pay to the date Seller accrued interest on the Master Servicer Subordinated Loan and the Purchaser may, at its option, prepay in whole or in part the principal amount of the Subordinated Loan; provided that each such payment shall first deposit funds be made solely from Collections of Transferred Assets after all other amounts then due from the Purchaser under the Financing Agreement have been paid in a Certificate Account or full and all amounts then required to be set aside by the Interest Reserve AccountPurchaser under the Financing Agreement have been so set aside; and provided further, as that no such payment shall be made at any time when an Event of Termination shall have occurred and be continuing. At such time following the case may beFacility Termination Date and SECONDARY PURCHASE AGREEMENT the RFA Final Payment Date, the Master Servicer Purchaser shall give apply, on each Settlement Date, all other Collections of Transferred Assets received by the Purchaser and not previously distributed first to the Paying Agent payment of accrued interest on the Subordinated Loan, and then to the Trustee prior written notice reduction of the name and address principal amount of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this AgreementSubordinated Loan. (c) If on any day any Transferred Asset becomes (in whole or in part) a Diluted Receivable, the Seller shall be deemed to have received on such day a Collection of such Transferred Asset in the amount of such Diluted Receivable. The Master Servicer Seller shall deposit, pay to the Purchaser on or cause prior to be deposited, into the Certificate Account on the next Business Day following receipt all amounts deemed to have been received pursuant to this subsection. (ord) Upon discovery by the Seller or the Purchaser of any breach of the representation and warranty made in Section 3.01(j) with respect to any Transferred Receivable, in the case of an inadvertent failure party discovering the same shall give prompt written notice thereof to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interestother parties hereto. The Seller shall, on the Business Day following identification such notice, repurchase the affected Transferred Receivable, at the option of the proper application of such amountsSeller, either (i) by making a cash payment to the Purchaser in an amount equal to the Repurchase Price (defined below), or (ii) so long as no "Event of Termination" under, and as defined in, the following amounts received Financing Agreement has occurred, and no Pool Non-compliance Date has occurred and is continuing under (and as defined in) the Financing Agreement, by it either (including amounts remitted x) reducing the principal amount of the Subordinated Note due to the Master Servicer Seller by the Special Servicer from amount of the Repurchase Price (defined below) or (y) transferring ownership of a new Eligible Receivable to the Purchaser on such Business Day having an REO Account pursuant Outstanding Balance at least equal to the Repurchase Price. The "Repurchase Price" for any Purchased Receivable to be repurchased under this Section 9.14), other than 2.03(d) shall equal the Purchase Price paid for such Receivable by the Purchaser minus Collections received in respect thereof minus any payments or offsets made by the Seller to the Purchaser in respect of interest Dilution Factors relating to such Transferred Receivable. Simultaneously upon the payment to the Purchaser, or transfer to the Purchaser of Eligible Receivables in respect of, the Repurchase Price for any such repurchased Transferred Receivable, such Transferred Receivable and principal on all Transferred Assets relating solely to such Transferred Receivable shall automatically be reconveyed by the Mortgage Loans, Purchaser to the Seller without any Serviced Companion Mortgage Loan further action by the Purchaser or any B Note due on or before other Person, and the Cut-Off Date which Purchaser shall be remitted have no further rights with respect thereto. Each party hereto shall, at the Seller's expense, take any action the other party may reasonably request to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable further evidence such reconveyance. The Seller's obligation to the Master Servicer as provided in reacquire Transferred Receivables pursuant to this Section 5.2(a) rather than deposit them into the Certificate Account, (II2.03(d) shall, rather than deposit them upon satisfaction thereof, constitute the sole remedy (except for any obligation under Section 6.01 hereof) respecting the event giving rise to such obligation and is expressly limited to the Transferred Receivable affected by such event. Except as expressly provided in this Section 2.03, the Seller shall not have any right or obligation under this Agreement, by implication or otherwise, to repurchase from the Purchaser any Transferred Assets or to rescind or otherwise retroactively affect any transfer of any Transferred Assets after the date on which such Transferred Assets are transferred by the Purchaser hereunder. (e) Except as stated in subsection (c) or (d) of this Section 2.03 or as otherwise required by law or the underlying Contract, all Collections from an Obligor of any Transferred Receivable shall be applied to the Receivables of such Obligor in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder order of the excess servicing rights)):age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables. SECONDARY PURCHASE AGREEMENT

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the first Business Day after receipt thereof. For purposes of this Article V, the Master phrase "payments received by or on behalf of the Obligors" shall mean payments made by Persons other than the Servicer. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders), except that the requirement in clause (ii) shall not apply if only the Class C Certificates are outstanding and the Class C Certificates do not have an investment grade rating, (collectively, the "Monthly Remittance Conditions"); the Servicer shall open, or cause not be required to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior remit such collections to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Collection Account on the Business Day following receipt (orforegoing daily basis but shall be entitled to retain such collections, in the case of an inadvertent failure to make such deposit on without segregation from its other funds, until the Business Day following receipt, within 3 Business Days of discovery of before each Distribution Date at which time the Servicer shall remit all such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than collections in respect of interest the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and principal on for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due Servicer shall be immediately deposited into the Collection Account and all future collections on or before in respect of the Cut-Off Date which Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Depositor (provided that Collection Account on a daily basis not later than the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):first Business Day after receipt thereof.

Collections. (a) On or prior The Servicer shall remit to the Closing DateCollection Account all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the Master Servicer written consent of the Insurer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintainedhave been obtained (each, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate AccountMonthly Remittance Condition"). On or prior , the Servicer may remit any such amounts received during any Collection Period to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts Collection Account in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit immediately available funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day preceding the Distribution Date following receipt such Collection Period (orit being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, in the case of an inadvertent failure to make such deposit on the Business Day following receiptas applicable, within 3 Business Days of discovery has received notice of such failure and event or circumstance from the Depositor or the Servicer in the case of unscheduled remittances of principal an Officer's Certificate or interest, on the Business Day following identification of the proper application written notice of such amountsevent or circumstance from the Insurer (if no Insurer Default shall have occurred and be continuing), the following Holders of Notes evidencing not less than 25% of the Note Balance or the Holders of Certificates evidencing not less than 25% of the Certificate Balance or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than on or in respect of interest the Receivables (including Liquidation Proceeds and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain all amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained received by the Primary ServicerServicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable), ) during the period from but excluding the Cutoff Date to and (III) shall, rather than deposit them in including the Certificate Account, directly remit second Business Day preceding the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Closing Date.

Collections. (a) On or prior The Servicer shall remit to the Closing DateLockbox Account or the Collection Account all payments by or on behalf of the Obligors on the Loans, all Insurance Proceeds, all Liquidation Proceeds and proceeds from any Guaranties and received directly by the Servicer, notwithstanding the Servicer's notice to each Obligor pursuant to Section 3.12, within two Business Days after receipt thereof. Any available funds in the Lockbox Account shall be deposited into the Collection Account no later than the second Business Day following the date of receipt thereof. Notwithstanding the foregoing, the Master Servicer shall opennot be required to remit such Collections within such two Business Days but may remit Collections received during a Monthly Period to the Collection Account in immediately available funds on the second Business Day preceding the related Distribution Date but only for so long as (i) ALS is the Servicer, or cause to be opened(ii) (x) the Servicer satisfies the requirements for monthly remittances established by the Rating Agencies, and shall thereafter maintainupon the satisfaction of such requirements, the Rating Agencies reaffirm the rating of the Securities at the level at which they would be rated if Collections were remitted within two Business Days or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in (y) the name short-term unsecured debt obligations of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ALS are rated at least A-1+ by Standard & Poor's Ratings Services and P-1 by ▇▇▇▇▇'▇ ▇▇▇▇▇▇▇ Capital I Inc.Investors Service, Commercial Mortgage Pass-Through Certificates(iii) a Servicer Default, Series 2005-TOP17" an Event of Default or Early Payout Event shall not have occurred and be continuing and (iv) the "Certificate Account")Insurer shall have given its consent thereto. On The Indenture Trustee shall not be deemed to have knowledge of any event or prior circumstance under clause (iii) of the immediately preceding sentence that would require remittance within two Business Days by the Servicer to the Closing DateCollection Account unless the Indenture Trustee has received notice of such event or circumstance from the Insurer, the Master Seller or the Servicer in an Officer's Certificate or from Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Voting Notes as of the close of the preceding Distribution Date or unless a Responsible Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance. For purposes of this Article V the phrase "payments by or on behalf of Obligors" shall mean payments made by Persons other than the Servicer. Based upon the amounts set forth in the Servicer's Certificate, the Servicer shall open, or cause direct the Indenture Trustee to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts distribute the Available Amount in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior Collection Account according to the date the Master Servicer shall first deposit funds priority set forth in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice Section 8.2 of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this AgreementIndenture. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):

Collections. (a) On Subject to the provisions of the succeeding sentence and of subsections (b) and (c), Servicer shall remit to the Collection Account all payments (other than amounts constituting Supplemental Servicing Fees) by or on behalf of the Obligors on the Receivables, including all Liquidation Proceeds received by Servicer during any Collection Period, as soon as practicable, but in no event after the close of business on the second Business Day, after identification thereof. Subject to the provisions of subsections (b) and (c), on the Closing Date, Servicer shall deposit in the Collection Account all payments by or on behalf of the Obligors on the Receivables received by Servicer after the Cutoff Date and on or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to second Business Day immediately preceding the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On Notwithstanding the provisions of subsection (a), if CAF is the Servicer and (i) [ ] shall have the Required Rating or prior (ii) Trustee otherwise shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, Servicer may deposit all amounts referred to in subsection (a) for any Collection Period into the date Collection Account not later than the Master close of business on the Deposit Date with respect to such Collection Period; provided that if (x) a Servicer Termination Event has occurred and is continuing, (y) Servicer has been terminated as such pursuant to Section 8.1 or (z) [ ] ceases to have the Required Rating, Servicer shall first deposit funds in a Certificate such amounts (including any amounts then being held by Servicer) into the Collection Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor Servicer solely by reason of the occurrence of an event specified in clauses (x), subject (y) and (z) of such proviso with respect to the Master outgoing Servicer's . Pending the deposit of the amounts referred to in subsection (a) into the Collection Account, such amounts may be employed by Servicer at its own risk and for its own benefit and need not be segregated from Servicer’s own funds. Any losses resulting from Servicer’s actions shall be borne exclusively by Servicer. Servicer shall promptly notify Trustee in writing if [ ] shall obtain or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementlose the Required Rating. (c) The Master Notwithstanding the provisions of subsections (a) and (b), Servicer shall depositmay retain, or cause will be entitled to be depositedreimbursed, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable into, or on deposit in, the Collection Account with respect to a Collection Period any amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the Master Servicer as provided in Section 5.2(arelated Distribution Date. (d) rather With respect to each Precomputed Receivable, collections and payments by or on behalf of an obligor (other than deposit them into the Certificate Account, (IIany amounts constituting Supplemental Servicing Fees) shall, rather than deposit them in the Certificate Account, directly remit for each Collection Period shall be applied to the Primary Servicer scheduled payment on such Precomputed Receivable for such Collection Period. To the Primary Servicing Fees payable extent such collections and payments on a Precomputed Receivable during a Collection Period exceed the scheduled payment on such Precomputed Receivable and are insufficient to prepay the Precomputed Receivable in full, collections shall be treated as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees Payaheads until such later Collection Period as such Payaheads may be transferred to the holders thereof as provided Collection Account and applied either to the scheduled payments due or to prepay the Precomputed Receivable in full in accordance with Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):4.5.

Collections. (a) On or prior to the Closing Date, the Master The Servicer shall open, or cause to be opened, direct each Obligor on the Eligible Loans (and shall thereafter maintain, or cause direct each Obligor to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in direct its related Account Debtors; provided that if an event of default shall occur and acceleration shall have commenced under the name applicable Underlying Instruments with respect to any Obligor the Servicer shall direct such Obligor’s related Account Debtors) to make payments only to one of "▇▇▇▇▇ Fargo Bank, National Associationthe Lockbox Accounts listed on Schedule II, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior such Schedule II may be amended from time to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt time (or, in the case of an inadvertent failure Eligible Third Party Agented Loans, the Servicer shall direct the applicable administrative agent, collateral agent or paying agent to make distribute all collections allocable to the Borrower directly to the Collection Account). Each Lockbox Account shall be subject to a Lockbox Agreement, reasonably acceptable to the Administrative Agent; provided that the Administrative Agent shall approve (or, if applicable, reject or comment on) a new Lockbox Agreement within three (3) Business Days of the Servicer requesting such deposit approval if such Lockbox Agreement is in a form substantially similar to Schedule IX, or, if such Lockbox Agreement is not in a form substantially similar to Schedule IX, the Administrative Agent shall have ten (10) Business Days from the date of such request to approve, (or, if applicable, reject or comment on) such Lockbox Agreement. If the Administrative Agent does not respond to a request within the periods referred to within this Section 2.9(a), the Administrative Agent shall be deemed to have approved the proposed Lockbox Agreement. The Borrower and the Servicer shall transfer, or cause to be transferred, all Collections received in the Lockbox Accounts or received directly by it to the Collection Account by the close of business on the Business Day following receipt, within 3 Business Days after such Collections are received. The Servicer shall further include a statement as to the amount of discovery of such failure and Collections on deposit in the case of unscheduled remittances of principal or interest, Collection Account on each Reporting Date in the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account Servicing Report delivered pursuant to Section 9.146.9(b), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):.

Collections. (a) On Except as otherwise provided in Section 6.1 hereof ------------ ------------ or prior in the Intercreditor Agreement with respect to the Closing Noteholders' Primary Collateral, and except as otherwise provided in paragraph (b) below, Borrower shall deposit into the Collection Account on a daily basis any monies, checks, notes, drafts or other items of payment received by Borrower relating to or which constitute proceeds of Accounts, Inventory or other Collateral (including, without limitation, on the Effective Date, all such proceeds received by Borrower from and after the Master Servicer shall openPetition Date, or cause to be openedthrough and including the Effective Date, and shall thereafter maintain, held by Borrower in a segregated account pursuant to (S) 363(c)(4) of the Bankruptcy Code) and will direct all of its Account Debtors to remit all payments on Accounts directly to the appropriate lockbox or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, lockboxes provided for in the name Blocked Account Agreement. Prior to Borrower's deposit of "▇▇▇▇▇ Fargo Bankproceeds of Accounts or Inventory into the Collection Account, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee Borrower shall hold all such amounts in trust for the Holders benefit of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc.Lenders. Borrower shall take all actions necessary at all times hereafter to maintain the Collection Account, Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (including the "Certificate Account")payment of all fees charged by the banks at which such accounts are maintained. On or prior Borrower acknowledges and agrees that only the Agent shall have any power of withdrawal with respect to the Closing DateCollection Account and that Borrower shall not have any right, title or interest in such accounts or the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")sums deposited therein. (b) On Borrower acknowledges and agrees that the Agent may at all times during the term of this Agreement have one or prior more employees of the Agent on Borrower's premises for the purposes set forth in Sections 5.7 and 5.8 of this ------------ --- Agreement and to take possession of all monies, checks, notes, drafts or other items of payment received by Borrower in the manner contemplated by paragraph (a) above and relating to or constituting proceeds of Accounts and Inventory, for application to the date Obligations, by deposit in the Master Servicer shall first deposit funds in a Certificate Collection Account or the Interest Reserve Accountotherwise, as the case may be, the Master Servicer shall give and Borrower agrees (i) to the Paying Agent and the Trustee prior written notice cooperate in all respects with such employee or employees of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer)Agent, and (IIIii) shall, rather than deposit them that all cost and expense incurred by the Agent in connection with the Certificate Account, directly remit the Excess Servicing Fees matters contemplated by this paragraph (b) shall be reimbursed by Borrower to the holders thereof as provided Agent in accordance with the provisions of Section 5.2(a)(iv))(unless already retained by the applicable holder 11.3 of the excess servicing rights)):this Agreement. ------------

Collections. (ai) On or prior Following the Initial Funding Date, Servicer shall instruct all Obligors to cause all Collections of Pool Receivables to be deposited directly into the Collateral Account. In the event that any Collections are not remitted directly to the Closing DateCollateral Account, but are instead paid to a Collection Account or are received directly by the Borrower or the Servicer, the Master Servicer shall open, or cause to be opened, will identify the funds constituting Collections and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, either transfer and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause the applicable bank maintaining the Collection Account to be depositedtransfer and deposit, promptly, but, in any event, within two Business Days, such Collections into the Certificate Collateral Account, provided that, with respect to funds with regard to which the Servicer does not have sufficient information to immediately identify such funds as Collections, such Collections shall be identified, transferred to, and deposited in, the Collateral Account on the within five Business Days, provided further that, such five Business Day following receipt (or, requirement in the case previous proviso may be waived by the Agent in its sole and absolute discretion. From and after the occurrence and continuation of an inadvertent failure a Servicer Termination Event, the Agent may request that the Servicer, and the Servicer thereupon promptly shall, instruct all Obligors with respect to make the Pool Receivables to remit all payments thereon to a different depositary account specified by the Agent and, at all times thereafter, Borrower and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to the Collateral Account or such new depositary account any cash or payment item other than Collections. (ii) If, notwithstanding subparagraph (i) above, Servicer (or any Affiliate of Servicer) receives Collections related to the Pool Receivables (including any scheduled payments or prepayments thereof, any guaranty amounts, insurance proceeds or other recoveries and/or any other amounts constituting proceeds derived from or with respect to the Contracts related to the Pool Receivables), Servicer (or such Affiliate) shall remit such amounts to Agent for deposit on into the Business Day following receipt, Collateral Account within 3 two (2) Business Days of discovery identification thereof. (iii) Servicer shall hold in trust for the benefit of such failure Agent and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by Lenders any Collections it (including amounts remitted receives related to the Master Servicer by Pool Receivables pending remittance to the Special Servicer from an REO Collateral Account pursuant to Section 9.14), with the above provisions other than in payments of amounts of Deemed Collections or with respect to an Administrative Pool of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Receivables.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Closing Date, Collection Account all payments received by or on behalf of the Master Servicer shall open, Obligors on or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accountsin respect of the Receivables (other than, in the name case of "▇▇▇▇▇ Fargo BankActuarial Receivables, National Associationpayments constituting Payments Ahead) and all Net Liquidation Proceeds within two Business Days after receipt thereof. Notwithstanding the foregoing, for so long as Master the Monthly Remittance Conditions are satisfied, the Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior shall not be required to remit such collections to the Closing DateCollection Account on the foregoing daily basis but shall be entitled to retain such collections, without segregation from its other funds, until the Master Business Day before each Payment Date at which time the Servicer shall open, or cause remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables and all Net Liquidation Proceeds shall maintain, or cause be remitted by the Servicer to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")Collection Account on a daily basis within two Business Days after receipt thereof. (b) On or prior Except as otherwise provided in this Agreement, the Servicer shall deposit all Payments Ahead in the Collection Account within two Business Days after receipt thereof, which Payments Ahead shall be transferred to the date Payahead Account pursuant to Section 5.06(a)(ii). Notwithstanding the Master foregoing, so long as all Monthly Remittance Conditions are satisfied, the Servicer will not be required to deposit Payments Ahead in the Payahead Account within two Business Days after receipt thereof but shall be entitled to retain such Payments Ahead, without segregation from its other funds, until such time as the Servicer shall be required to remit Applied Payments Ahead to the Collection Account pursuant to Section 5.06(a)(i). Commencing with the first deposit funds in a Certificate Account or day of the Interest Reserve Accountfirst Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied and for so long as all Monthly Remittance Conditions are not satisfied, as all Payments Ahead then held by the case may be, the Master Servicer shall give be immediately deposited into the Payahead Account and all future Payments Ahead shall be remitted by the Servicer to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Payahead Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreementwithin two Business Days after receipt thereof. (c) The Master Servicer shall depositgive the Owner Trustee, the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof. Notwithstanding the failure of any Monthly Remittance Condition, the Servicer may utilize an alternative collection or cause Payment Ahead remittance schedule (which may be the remittance schedule previously utilized prior to be depositedthe failure of such Monthly Remittance Condition), into if the Certificate Account on Servicer provides to the Business Day following receipt (or, Owner Trustee and Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make such deposit on the Business Day following receiptqualification, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal reduction or interest, on the Business Day following identification withdrawal of the proper application rating then assigned to any Class of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Notes.

Collections. (a) On or prior to the Closing Date, the Master The Servicer shall openinstruct the Customers to remit payments on the Contracts only by mail and only to a post office box that is under the control of a Lock-Box Bank pursuant to a Lock-Box Agreement, except as otherwise directed or cause required pursuant to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"Section 4.02(c). (b) On The parties acknowledge that after the date hereof the Servicer may enter into arrangements with one or prior more banks or other financial institutions reasonably acceptable to the date Lender (each a "Lock-Box Bank") for the Master receipt and processing by the Lock-Box Banks of payments on Contracts sent by Customers to post office boxes controlled by the Lock-Box Banks. The Servicer shall first deposit funds in a Certificate Account or and the Interest Reserve Account, as the case may be, the Master Servicer Borrower shall give to the Paying Agent and the Trustee Notice Parties reasonable prior written notice of the name effectiveness of any such arrangement, the names and address addresses of the depository institution(s) at which such accounts are maintained Lock-Box Banks and the account number of each account maintained by such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account Lock-Box Bank and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's into which Collections will be deposited (or its Primary Servicer's or its Subeach a "Lock-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Box Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer"), and (III) shall, rather than deposit them in shall provide the Certificate Account, directly remit the Excess Servicing Fees Notice Parties with copies of any agreements relating to the holders thereof Lock-Box Accounts (which agreements shall be in form and substance reasonably acceptable to the Lender) and such other information as provided they may reasonably request with respect to such arrangements. The Servicer shall execute and deliver and shall require each Lock-Box Bank to execute and deliver, before any Collections are deposited in Section 5.2(a)(iv))(unless already retained any Lock-Box Account maintained by such Lock-Box Bank, an agreement among the Servicer, the Collateral Agent, the Lock-Box Bank and such other Persons as the Lender may require, in form and substance reasonably satisfactory to the Lender (each a "Lock-Box Agreement"), covering each such Lock-Box Account. Each Lock-Box Agreement shall include a provision that, upon and after notice by the applicable holder Lender to the Lock-Box Bank to the effect that an Event of Default has occurred pursuant to the Loan Agreement, the Lock-Box Bank will not withdraw or transfer any funds from such Lock-Box Account unless and until, prior thereto or concurrently therewith, the Collateral Agent shall have identified the portion of the excess servicing rights)):funds in such Lock-Box Account which constitute Collections and such portion shall have been transferred to the Collection Account. The Lender agrees to give such notice, if at all, only after the occurrence of an Event of Default. Within two Business Days after deposit of any funds in

Collections. (a) On Subject to the provisions of subsections (b) and (c) below, the Servicer shall remit to the Certificate Account all payments by or prior on behalf of the Obligors on the Receivables, including all Liquidation Proceeds and Recoveries received by the Servicer during any Collection Period, as soon as practicable, but in no event after the close of business (New York time) on the second Business Day after receipt thereof. Subject to the provisions of subsection (c) hereof, on the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, deposit in the name Certificate Account all payments by or on behalf of "▇▇▇▇▇ Fargo Bank, National Association, as Master the Obligors received by the Servicer for LaSalle Bank National Association, as Trustee for representing monies due or received under the Holders Receivables after the close of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (business of the "Certificate Account"). On Servicer on the Cutoff Date and on or prior to the second Business Day immediately preceding the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). (b) On Notwithstanding the provisions of Section 4.2(a), if (i) the Servicer shall have the Required Rating or prior (ii) (a) the Servicer shall have obtained a letter of credit or surety bond (or similar form of performance guaranty) in favor of the Trustee, on behalf of the Trust for the benefit of the Certificateholders, providing that the Trustee may demand payment (up to the date amount then available thereunder) in the Master event that the Servicer fails to make any payment or deposit required hereunder (other than with respect to Advances) and (b) the Trustee shall have received written notice from each of the Rating Agencies that the then outstanding rating on the Class A Certificates and the Class B Certificates would not be lowered or withdrawn as a result, the Servicer may deposit the amounts referred to in subsection (a) above for any Collection Period into the Certificate Account not later than the close of business on the related Deposit Date, for so long as the Servicer shall first deposit funds have the Required Rating or such letter of credit, surety bond or similar form of performance guaranty is in a Certificate Account or the Interest Reserve Accountfull force and effect, as the case may be; PROVIDED, HOWEVER, that (i) if an Event of Servicing Termination has occurred and is continuing, (ii) the Servicer has been terminated as such pursuant to Section 9.1 or (iii) the Servicer ceases to have the Required Rating (and the Servicer has not obtained a letter of credit (or similar form of performance guaranty) satisfying the conditions specified above), the Master Servicer shall give to deposit such amounts (including any amounts then being held by the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(sServicer) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding into the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a4.2(a). Notwithstanding the foregoing, the provisions of the proviso to the preceding sentence shall not be applicable to a successor servicer solely by reason of the occurrence of an event specified in clauses (i), subject (ii) and (iii) of such proviso with respect to the Master outgoing Servicer. Following the occurrence of an event specified in clauses (i), (ii) or (iii) in the preceding proviso, on a monthly basis, all Collections shall be segregated by book-entry or similar form of identification on the Servicer's (books and records and identified as the property of the Trust. The Servicer shall promptly notify the Trustee in writing if it shall obtain or its Primary Servicer's lose the Required Rating or its Sub-Servicer's) right to direct payments and investments and its rights the benefit of withdrawal under this Agreementsuch letter of credit, surety bond, or similar form of performance guaranty. (c) The Master Notwithstanding the provisions of subsections (a) and (b) hereof, the Servicer shall depositmay retain, or cause will be entitled to be depositedreimbursed, into from amounts otherwise payable into, or on deposit in, the Certificate Account with respect to a Collection Period and the Receivables originated by it any amounts previously deposited in the Certificate Account but later determined to have resulted from mistaken deposits or postings or checks returned for insufficient funds, in each case, with respect to which the Servicer has not been previously reimbursed hereunder. The amount to be retained or reimbursed hereunder shall not be included in Collections with respect to the related Distribution Date. (d) In those cases where a subservicer is servicing a Receivable, the Servicer shall cause the subservicer to remit to the Certificate Account as soon as practicable, but in no event later than the close of business (New York time) on the second Business Day following after receipt thereof by the subservicer (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted but subject to the Master Servicer by provisions of Section 4.2 (b) and the Special Servicer from an REO Account pursuant limitations contained in Section 4.2(c) of this Agreement) the amounts referred to in Section 9.14), other than 4.2(a) in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained a Receivable being serviced by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):subservicer.

Collections. (a) On or prior Except as otherwise provided in this Agreement, the Servicer shall remit daily to the Closing DateCollection Account all payments received by or on behalf of the Obligors on or in respect of the Receivables (excluding payments on the Warranty Receivables or the Administrative Receivables) and all Net Liquidation Proceeds not later than the first Business Day after receipt thereof. Notwithstanding the foregoing, for so long as (i) NMAC is the Servicer, (ii) (A) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's and NMAC's short-term unsecured debt obligations (or, if NMAC is the Servicer and the Servicer then has no short-term rating from Standard & Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt obligations) are rated "A-1" by Standard & Poor's (so long as Moody's and Standard & Poor's are Rating Agencies), or (B) certain arrangements are made that are acceptable to the Rating Agencies, and (iii) no Event of Default or Servicer Default shall have occurred and be continuing (unless waived by the appropriate Securityholders), except that the requirement in clause (ii) shall not apply if only the Class C Certificates are outstanding and the Class C Certificates do not have an investment grade rating, (collectively, the Master "Monthly Remittance Conditions"); the Servicer shall opennot be required to remit such collections to the Collection Account on the foregoing daily basis but shall be entitled to retain such collections, or cause without segregation from its other funds, until the Business Day before each Distribution Date at which time the Servicer shall remit all such collections in respect of the related Collection Period to the Collection Account in immediately available funds. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which any Monthly Remittance Condition ceases to be openedsatisfied and for so long as any Monthly Remittance Condition is not satisfied, all collections then held by the Servicer shall be immediately deposited into the Collection Account and all future collections on or in respect of the Receivables (other than payments on Warranty Receivables and the Administrative Receivables) and all Net Liquidation Proceeds shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in remitted by the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, Collection Account on a daily basis not later than the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")first Business Day after receipt thereof. (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account The Indenture Trustee or the Interest Reserve AccountOwner Trustee shall not be deemed to have knowledge of any event or circumstances under clause (iii) of the definition of the Monthly Remittance Condition unless the Indenture Trustee or the Owner Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Holders of Notes or Certificates evidencing not less than 25% in principal amount of the outstanding amount of the Notes and the aggregate balance of the Certificates, acting together as a single class, or a Trust Officer of the case may beIndenture Trustee or the Owner Trustee with knowledge hereof or familiarity herewith has actual knowledge of such event or circumstances. For purposes of this Article V, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice phrase "payments received by or on behalf of the name and address of Obligors" shall mean payments made by Persons other than the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall depositgive the Owner Trustee, or cause the Indenture Trustee and each Rating Agency written notice of the failure of any Monthly Remittance Condition (and any subsequent curing of a failed Monthly Remittance Condition) as soon as practical after the occurrence thereof but in no event later than 10 Business Days after obtaining knowledge thereof (it being understood that if the Monthly Remittance Condition is not satisfied as of the Closing Date, no such notice shall be required in connection therewith). (d) Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to be deposited, into the Certificate Account on Owner Trustee and the Business Day following receipt (or, Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the case of an inadvertent failure to make downgrading or withdrawal by such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification Rating Agency of the proper application ratings then assigned to any Class of such amounts), Notes or the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):Class C Certificates.

Collections. So long as no Event of Default has occurred and is continuing, the Facility Servicer (aon behalf of the Borrower) On or prior shall (as directed pursuant to the Closing first paragraph of this Section 2.08) instruct the account bank maintaining the Collection Account to transfer Collections (with respect to any Term Loan Series) held by the account bank maintaining the Collection Account in the Collection Account, in accordance with the Payment Date Report on each Payment Date and, with respect to a Principal Repayment Event, in accordance with the Principal Repayment Report on the Principal Repayment Event Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintaininstruct the Administrative Agent to distribute such funds on such Payment Date or, or cause with respect to be maintaineda Principal Repayment Event, on the Principal Repayment Event Date, to the following Persons in the following amounts, calculated as of the most recent Determination Date (for any distribution on a separate account or accountsPayment Date only), which accounts must be Eligible Accountssubject to the minimum balance requirement included in the Account Control Agreement, in the name of "▇▇▇▇▇ Fargo Bankfollowing order and priority, National Associationwith respect to Collections: (i) first, as Master to the Underlying Servicer for LaSalle Bank National Associationpayment of Underlying Servicer Fees then due and owing by the Portfolio Asset Servicer to the Underlying Servicer that are attributable solely to the servicing of the Collateral Portfolio; (ii) second, as Trustee to the Borrower for payment of Borrower Taxes, registration and filing fees and operating expenses then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that transfers from the account bank maintaining the Collection Account for registration and filing fees and operating expenses payable pursuant to this clause (i) shall not, individually or in the aggregate, exceed (A) $75,000 in any calendar quarter and (B) $200,000 in any calendar year; (iii) third, to the Administrative Agent for the Holders of ▇▇▇▇▇▇ ratable distribution to the Administrative Agent and the Collateral Custodian in payment in full for all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule V; (iv) fourth, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to the Facility Servicer hereunder or under any other Transaction Document and under the Fee Letters; 45 (v) fifth, to the Administrative Agent for the ratable distribution to the Lenders in payment in full for all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters; (vi) sixth, to the Administrative Agent for distribution to each Lender to pay such ▇▇▇▇▇▇▇ Capital I Inc.’s Pro Rata Share (for all outstanding Term Loan Series) of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period); (vii) seventh, Commercial Mortgage Pass-Through Certificatesif no Event of Default or Market Trigger Event has occurred and is continuing, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing DateBorrower or as the Borrower may direct (including to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the Master Servicer shall open, or cause lesser of (a) an amount equal to be opened, the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and shall maintain, or cause to be maintained an additional separate account or accounts avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) as specified in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee Servicing Report delivered pursuant to Section 8.08(a) for the Holders most recent Reporting Date and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (a)(i) through (a)(v) inclusive; (viii) eighth, first to the Administrative Agent and the Collateral Custodian for any amounts not paid pursuant to clause (iii) above and second, to the Administrative Agent for distribution to each other Secured Party to pay any other Obligations (for all outstanding Term Loan Series, other than the principal of ▇▇▇▇▇▇ the Advances Outstanding for such Term Loan Series) that are then due and owing to such Secured Party; (ix) ninth, if a Market Trigger Event has occurred and is continuing, to the Administrative Agent for distribution to each Lender to repay such ▇▇▇▇▇▇▇ Capital I Inc.’s Pro Rata Share of the Advances Outstanding (for all outstanding Term Loan Series) until the Advances Outstanding are repaid to an amount where LTV, Commercial Mortgage Passwhen recalculated giving effect to such repayment, is equal to the applicable Maximum Monthly LTV Percentage at the time of such Payment Date; (x) tenth, on a Principal Repayment Event Date only, (A) for a Portfolio Asset for which no Advances are outstanding with respect to such Portfolio Asset, then notwithstanding anything to the contrary set forth herein, an amount equal to 50% of the principal cash Proceeds received from the Principal Repayment Event and such amount shall be applied by the Administrative Agent to reduce the outstanding principal amount of the Term Loan Series of which such Portfolio Asset is a part (on a dollar-Through Certificatesfor-dollar basis) or (B) for a Portfolio Asset for which Advances are outstanding with respect to such Portfolio Asset, then notwithstanding anything to the contrary set forth herein, an amount equal to the Advances then outstanding with respect to such Portfolio Asset; and (xi) eleventh, if there are four or fewer Eligible Portfolio Assets in the Collateral Portfolio (across all Term Loan Series) as of such Payment Date, to the Administrative Agent for distribution to each Lender to repay such Lender’s Pro Rata Share (for each applicable Term Loan Series) of the Advances Outstanding for all outstanding Term Loan Series 2005-TOP17" (pro rata across such outstanding Term Loan Series based on the "Interest Reserve Account"Advances Outstanding for such Term Loan Series) until such Advances Outstanding are repaid in full; and (xii) twelfth, if no Market Trigger Event has occurred and is continuing or would result after giving effect to the payment under this clause (xii), to the Borrower or as the Borrower may direct (including to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members). (b) On or prior to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):

Collections. (a) On The Servicer shall remit within two Business Days of receipt thereof to the Collection Account all payments by or on behalf of the Obligors with respect to the Trust Student Loans (other than Purchased Student Loans), and all Liquidation Proceeds, both as collected during the Collection Period, and the Eligible Lender Trustee shall remit within two Business Days of receipt thereof to the Collection Account any Interest Subsidy Payments and Special Allowance Payments received by it with respect to the Trust Student Loans during the Collection Period. Notwithstanding the foregoing, for so long as (a) the senior unsecured obligations of the Administrator (or any affiliate of the Administrator which guarantees the obligations of the Administrator hereunder) is then assigned a long-term rating of not less than "AA-" (or an equivalent rating) or a short-term rating of not less than "A-1" (or an equivalent rating) by each of the Rating Agencies or the remitting by the Servicer and the Eligible Lender Trustee of the amounts referred to in this Section 2.4 to the Administrator will not result in a downgrading or withdrawal of any of the then-current ratings of any of the Notes by any of the Rating Agencies, and (b) no Administrator Default shall have occurred and be continuing, the Servicer and the Eligible Lender Trustee shall remit such collections within two Business Days of receipt thereof to the Administrator, and the Administrator need not deposit such collections into the Collection Account until one Business Day immediately prior to the Closing next following Monthly Servicing Payment Date (in an amount up to the Servicing Fee then due) or Distribution Date together with interest on such amounts (less Servicing Fees paid during such period) calculated on a daily basis from the first day of the month following receipt thereof by the Administrator through the last day of the related Collection Period at a rate equal to no less than the Federal Funds Rate less 0.20%. In the event that the Administrator (and each such Affiliate which guarantees the obligations of the Administrator) is rated below "AA-" and "A-1+" by S&P, the Administrator shall deposit all such collections into the Collection Account at least as frequently as the next following Monthly Servicing Payment Date, unless less frequent deposits will not result in a downgrading or withdrawal of S&P's then-current ratings on the Master Servicer Notes. In the event that any of the foregoing conditions for ceasing daily remittances shall openno longer be satisfied, or cause to be opened, and then the Administrator shall thereafter maintain, or cause to be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in deposit all collections held by it into the name Collection Account within two Business Days of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall maintain, or cause to be maintained an additional separate account or accounts in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account")receipt thereof. (b) On or prior Notwithstanding the foregoing, if required by any related Swap Agreement and with respect to all Swap Payments due and payable by the Trust to each Swap Counterparty, the Administrator will deposit such amounts, but only to the date the Master Servicer shall first deposit extent funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Agent and the Trustee prior written notice of the name and address of the depository institution(s) at which are allocated for such accounts are maintained and the account number of such accounts. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall deposit, or cause to be deposited, into the Certificate Account on the Business Day following receipt (or, in the case of an inadvertent failure to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal or interest, on the Business Day following identification of the proper application of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account purpose pursuant to Section 9.14)2.8, other not later than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted fourth Business Day prior to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):each related Distribution Date.

Collections. So long as no Event of Default has occurred and is continuing, the Facility Servicer (aon behalf of the Borrower) On or prior shall (as directed pursuant to the Closing Datefirst paragraph of this Section 2.08) instruct the Account Bank to transfer Collections held by the Account Bank in the Collection Account, in accordance with the Master Servicer shall open, or cause to be openedPayment Date Report, and shall thereafter maintaininstruct the Administrative Agent to distribute such funds to the following Persons in the following amounts, or cause calculated as of the most recent Determination Date, subject to be maintained, a separate account or accounts, which accounts must be Eligible Accountsthe minimum balance requirement included in the Account Control Agreement, in the name following order and priority, with respect to Collections: (i) first, to the Borrower for payment of "▇▇▇▇▇ Fargo BankBorrower Taxes, National Associationregistration and filing fees and operating expenses then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that transfers from the Account Bank for registration and filing fees and operating expenses payable pursuant to this clause (i) shall not, as Master Servicer for LaSalle Bank National Associationindividually or in the aggregate, as Trustee exceed (A) $75,000 in any calendar quarter and (B) $200,000 in any calendar year; (ii) second, to the Administrative Agent for the Holders of ▇▇▇▇▇▇ ratable distribution to the Administrative Agent and the Collateral Custodian in payment in full for all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XI; (iii) third, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to the Facility Servicer hereunder or under any other Transaction Document and under the Fee Letters; (iv) fourth, to the Administrative Agent for the ratable distribution to the Lenders in payment in full for all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters; (v) fifth, to the Administrative Agent for distribution to each Lender to pay such ▇▇▇▇▇▇▇ Capital I Inc.’s Pro Rata Share of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period); (vi) sixth, Commercial Mortgage Pass-Through Certificatesif no Event of Default or Cash Trap Event has occurred and is continuing, Series 2005-TOP17" (the "Certificate Account"). On or prior to the Closing DateBorrower or as the Borrower may direct (including to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the Master Servicer shall open, or cause lesser of (a) an amount equal to be opened, the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and shall maintain, or cause to be maintained an additional separate account or accounts avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) as specified in the name of "▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer for LaSalle Bank National Association, as Trustee Servicing Report delivered pursuant to Section 8.08(a) for the Holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-TOP17" (the "Interest Reserve Account"). most recent Reporting Date and (b) On or prior the amount by which Interest Collections exceed the required payments and distributions in clauses (a)(i) through (a)(iv) inclusive; (vii) seventh, first to the date the Master Servicer shall first deposit funds in a Certificate Account or the Interest Reserve Account, as the case may be, the Master Servicer shall give to the Paying Administrative Agent and the Trustee prior written notice Collateral Custodian for any amounts not paid pursuant to clause (ii) above and second, to the Administrative Agent for distribution to each other Secured Party to pay any other Obligations (other than the principal of the name Advances) that are then due and address owing to such Secured Party; (viii) eighth, if a Cash Trap Event has occurred and is continuing, to the Administrative Agent for distribution to each Lender to repay such Lender’s Pro Rata Share of the depository institution(sAdvances Outstanding until (A) if such Cash Trap Event arises under clause (a) of the definition thereof, the Advances Outstanding are repaid to an amount where LTV, when recalculated giving effect to such repayment, is equal to the applicable Maximum Quarterly LTV Percentage at which such accounts are maintained and the account number time of such accounts. The Master Servicer shall take Payment Date or (B) if such actions as are necessary to cause the depository institution holding the Certificate Account and the Interest Reserve Account to hold such account in the name of the Master Servicer as provided in Section 5.1(aCash Trap Event arises under clauses (b), subject to the Master Servicer's (or its Primary Servicer's or its Sub-Servicer's) right to direct payments and investments and its rights of withdrawal under this Agreement. (c) The Master Servicer shall depositor (d) of the definition thereof, the Advances Outstanding are paid in full (it being understood that such amount may be only a portion of the outstanding amount with respect to the Advances); and (ix) ninth, if no Cash Trap Event has occurred and is continuing or cause would result after giving effect to be depositedthe payment under this clause (vii), into to the Certificate Account on Borrower or as the Business Day following receipt Borrower may direct (or, in the case of an inadvertent failure including to make such deposit on the Business Day following receipt, within 3 Business Days of discovery of such failure and in the case of unscheduled remittances of principal a Restricted Junior Payment to Holdings or interest, on the Business Day following identification of the proper application of such amountsfor Holdings to make a Restricted Junior Payment to its member or members), the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date which shall be remitted to the Depositor (provided that the Master Servicer (I) may retain amounts otherwise payable to the Master Servicer as provided in Section 5.2(a) rather than deposit them into the Certificate Account, (II) shall, rather than deposit them in the Certificate Account, directly remit to the Primary Servicer the Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall, rather than deposit them in the Certificate Account, directly remit the Excess Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already retained by the applicable holder of the excess servicing rights)):.