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Bear Stearns Commercial Mortgage Securities Trust 2007-TOP26 – ‘8-K’ for 4/18/07

On:  Thursday, 5/3/07, at 6:54pm ET   ·   As of:  5/4/07   ·   For:  4/18/07   ·   Accession #:  914121-7-1164   ·   File #:  333-130789-05

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/04/07  Bear Stearns Com'l Mt..2007-TOP26 8-K:8,9     4/18/07    8:3.8M                                   Cadwalader Wickersh..LLP

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     22K 
 2: EX-1        Underwriting Agreement                                34    120K 
 3: EX-4        Pooling and Servicing Agreement                    1,140   3.75M 
 4: EX-10.1     Primary Servicing Agreement                           79    282K 
 5: EX-10.2     Mortgage Loan Purchase Agreement                      65    252K 
 6: EX-10.3     Mortgage Loan Purchase Agreement                      64    252K 
 7: EX-10.4     Mortgage Loan Purchase Agreement                      59    215K 
 8: EX-10.5     Mortgage Loan Purchase Agreement                      56    210K 


8-K   —   Current Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 8.01. Other Events
3Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 18, 2007 -------------------------------- Bear Stearns Commercial Mortgage Securities Trust 2007-TOP26 -------------------------------------------------------------------------------- (Exact name of issuing entity) Bear Stearns Commercial Mortgage Securities Inc. -------------------------------------------------------------------------------- (Exact name of the depositor as specified in its charter) Wells Fargo Bank, National Association, Morgan Stanley Mortgage Capital Inc., -------------------------------------------------------------------------------- Bear Stearns Commercial Mortgage, Inc. and Principal Commercial Funding II, LLC. -------------------------------------------------------------------------------- (Exact name of sponsors as specified in their charters) Delaware 333-130789-05 13-3411414 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number (IRS Employer of incorporation of depositor) of issuing entity) Identification No. of depositor) 383 Madison Avenue New York, New York 10179 -------------------------------------------------------------------------------- (Address of principal executive offices of depositor) (Zip Code of depositor) Depositor's telephone number, including area code (212) 272-2000 ------------------------------- Not Applicable -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events. ------------ On April 18, 2007, Bear Stearns Commercial Mortgage Securities Inc. (the "Depositor") caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of April 1, 2007 (the "Pooling and Servicing Agreement"), among the Depositor, Wells Fargo Bank, National Association, as master servicer, Centerline Servicing Inc., as special servicer, LaSalle Bank National Association, as trustee and custodian, and Wells Fargo Bank, National Association, as paying agent, certificate registrar and authenticating agent, of Bear Stearns Commercial Mortgage Securities Trust 2007-TOP26, Commercial Mortgage Pass-Through Certificates, Series 2007-TOP26 (the "Certificates"). The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M and Class A-J Certificates, having an aggregate initial principal amount of $1,908,566,000, were sold to Bear, Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters"), pursuant to an Underwriting Agreement, dated April 5, 2007, by and among the Company and the Underwriters. On April 18, 2007, the Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class X-1 and Class X-2 Certificates (collectively, the "Privately Purchased Certificates") were sold to Bear, Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Initial Purchasers"), pursuant to a Certificate Purchase Agreement, dated as of April 5, 2007, by and between the Depositor and the Initial Purchasers. On April 18, 2007, the Class R-I, Class R-II and Class R-III (together with the Purchased Certificates, the "Private Certificates") were sold to Morgan Stanley & Co. Incorporated. The Private Certificates were sold or privately placed, as applicable, in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act. The net proceeds of the sale and placement, as applicable, of the Private Certificates were applied to the purchase of the mortgage loans by the Depositor from Wells Fargo Bank, National Association, Morgan Stanley Mortgage Capital Inc., Bear Stearns Commercial Mortgage, Inc. and Principal Commercial Funding II, LLC. Attached as exhibits are certain agreements that were executed and delivered in connection with the issuance of the Certificates.
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Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ (c) Exhibits Exhibit 1 Underwriting Agreement, dated April 5, 2007, by and among Bear Stearns Commercial Mortgage Securities Inc., as depositor and Bear, Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated, as underwriters. Exhibit 4 Pooling and Servicing Agreement, dated as of April 1, 2007, by and among Bear Stearns Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Centerline Servicing Inc., as special servicer, LaSalle Bank National Association, as trustee and custodian, and Wells Fargo Bank, National Association, as paying agent, certificate registrar and authenticating agent. Exhibit 10.1 Primary Servicing Agreement, dated as of April 1, 2007, by and between Principal Global Investors, LLC, as primary servicer, and Wells Fargo Bank, National Association, as master servicer, under which Principal Global Investors, LLC services the Mortgage Loans set forth on the schedule attached thereto. Exhibit 10.2 Mortgage Loan Purchase Agreement, dated as of April 5, 2007, by and between Bear Stearns Commercial Mortgage, Inc. and Bear Stearns Commercial Mortgage Securities Inc., relating to the mortgage loans sold to the depositor by Bear Stearns Commercial Mortgage, Inc. Exhibit 10.3 Mortgage Loan Purchase Agreement, dated as of April 5, 2007, by and between Wells Fargo Bank, National Association and Bear Stearns Commercial Mortgage Securities Inc., relating to the mortgage loans sold to the depositor by Wells Fargo Bank, National Association. Exhibit 10.4 Mortgage Loan Purchase Agreement, dated as of April 5, 2007, by and between Morgan Stanley Mortgage Capital Inc. and Bear Stearns Commercial Mortgage Securities Inc., relating to the mortgage loans sold to the depositor by Morgan Stanley Mortgage Capital Inc. Exhibit 10.5 Mortgage Loan Purchase Agreement, dated as of April 5, 2007, by and between Principal Commercial Funding II, LLC and Bear Stearns Commercial Mortgage Securities Inc., relating to the mortgage loans sold to the depositor by Principal Commercial Funding II, LLC.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the depositor has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 3, 2007 BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC. By: /s/ Adam Ansaldi ----------------------------------- Name: Adam Ansaldi Title: Vice President
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INDEX TO EXHIBITS ----------------- Item 601(a) of Regulation S-K Paper (P) or Exhibit No. Description Electronic (E) ----------- ----------- -------------- 1 Underwriting Agreement, dated April 5, 2007, (E) by and among Bear Stearns Commercial Mortgage Securities Inc., as depositor and Bear, Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated, as underwriters. 4 Pooling and Servicing Agreement, dated as of (E) April 1, 2007, by and among Bear Stearns Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Centerline Servicing Inc., as special servicer, LaSalle Bank National Association, as trustee and custodian, and Wells Fargo Bank, National Association, as paying agent, certificate registrar and authenticating agent. 10.1 Primary Servicing Agreement, dated as of (E) April 1, 2007, by and between Principal Global Investors, LLC, as primary servicer, and Wells Fargo Bank, National Association, as master servicer, under which Principal Global Investors, LLC services the Mortgage Loans set forth on the schedule attached thereto. 10.2 Mortgage Loan Purchase Agreement, dated as of (E) April 5, 2007, by and between Bear Stearns Commercial Mortgage, Inc. and Bear Stearns Commercial Mortgage Securities Inc., relating to the mortgage loans sold to the depositor by Bear Stearns Commercial Mortgage, Inc. 10.3 Mortgage Loan Purchase Agreement, dated as of (E) April 5, 2007, by and between Wells Fargo Bank, National Association and Bear Stearns Commercial Mortgage Securities Inc., relating to the mortgage loans sold to the depositor by Wells Fargo Bank, National Association. 10.4 Mortgage Loan Purchase Agreement, dated as of (E) April 5, 2007, by and between Morgan Stanley Mortgage Capital Inc. and Bear Stearns Commercial Mortgage Securities Inc., relating to the mortgage loans sold to the depositor by Morgan Stanley Mortgage Capital Inc. 10.5 Mortgage Loan Purchase Agreement, dated as of (E) April 5, 2007, by and between Principal Commercial Funding II, LLC and Bear Stearns Commercial Mortgage Securities Inc., relating to the mortgage loans sold to the depositor by Principal Commercial Funding II, LLC.

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
Filed as of:5/4/07
Filed on:5/3/074
For Period End:4/18/07128-K,  8-K/A
4/5/0725FWP
4/1/0725
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