Item 1. Business.
Omitted.
Item 1A.
Item 1A. Risk Factors.
Omitted.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
Omitted.
Item 3.
Item 3. Legal Proceedings.
Omitted.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
Omitted.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6.
Item 6. Selected Financial Data.
Omitted.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Omitted.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Omitted.
Item 9A.
Item 9A. Controls and Procedures.
Omitted.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Omitted. The issuing entity does not have any executive officers or directors.
Item 11.
Item 11. Executive Compensation.
Omitted. The issuing entity does not have any executive officers or directors.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Omitted. The issuing entity does not have any executive officers or directors.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Omitted. The issuing entity does not have any executive officers or directors.
Item 14.
Item 14. Principal Accounting Fees and Services.
Omitted.
Item 1112(b) of Regulation AB. Significant Obligors Financial Information.
With respect to the 237 Park Avenue Trust Mortgage Loan, based on financial information provided by the 237 Park Avenue Trust Mortgage Loan Mortgagor, the net operating income for year end 2007 for the 237 Park Avenue Mortgaged Property was $27,742,337.
With respect to the 237 Park Avenue Trust Mortgage Loan, based on financial information provided by the 237 Park Avenue Trust Mortgage Loan Mortgagor, the net operating income for the one month interim ending January 31, 2008 for the 237 Park Avenue Mortgaged Property was $3,547,158.
With respect to the Bay Colony Corporate Center Trust Mortgage Loan, based on financial information provided by the Bay Colony Corporate Center Trust Mortgage Loan Mortgagor, the net operating income for year end 2007 for the Bay Colony Corporate Center Mortgaged Property was $11,043,228.
With respect to the Bay Colony Corporate Center Trust Mortgage Loan, based on financial information provided by the Bay Colony Corporate Center Trust Mortgage Loan Mortgagor, the net operating income for the one month interim ending January 31, 2008 for the Bay Colony Corporate Center Mortgaged Property was $1,585,077.
With respect to the 701 Gateway Trust Mortgage Loan, based on financial information provided by the 701 Gateway Trust Mortgage Loan Mortgagor, the net operating income for year end 2007 for the 701 Gateway Mortgaged Property was $3,115,366.
With respect to the 701 Gateway Trust Mortgage Loan, based on financial information provided by the 701 Gateway Trust Mortgage Loan Mortgagor, the net operating income for the one month interim ending January 31, 2008 for the 701 Gateway Mortgaged Property was $384,745.
With respect to the 300 West 6th Street Trust Mortgage Loan, based on financial information provided by the 300 West 6th Street Trust Mortgage Loan Mortgagor, the net operating income for year end 2007 for the 300 West 6th Street Mortgaged Property was $4.989,082.
With respect to the Frost Bank Tower Trust Mortgage Loan, based on financial information provided by the Frost Bank Tower Trust Mortgage Loan Mortgagor, the net operating income for year end 2007 for the Frost Bank Tower Mortgaged Property was $4,003,355.
With respect to the One Congress Plaza Trust Mortgage Loan, based on financial information provided by the One Congress Plaza Trust Mortgage Loan Mortgagor, the net operating income for year end 2007 for the One Congress Plaza Mortgaged Property was $3,652,052.
With respect to the One American Center Trust Mortgage Loan, based on financial information provided by the One American Center Trust Mortgage Loan Mortgagor, the net operating income for year end 2007 for the One American Center Mortgaged Property was $3,571,365.
With respect to the San Jacinto Center Trust Mortgage Loan, based on financial information provided by the San Jacinto Center Trust Mortgage Loan Mortgagor, the net operating income for year end 2007 for the San Jacinto Center Mortgaged Property was $3,352,787.
With respect to the Monarch Coast Trust Mortgage Loan, based on financial information provided by the Monarch Coast Trust Mortgage Loan Mortgagor, the net operating income for year end 2007 for the Monarch Coast Mortgaged Property was $4,974,671.
With respect to the Monarch Coast Trust Mortgage Loan, based on financial information provided by the Monarch Coast Trust Mortgage Loan Mortgagor, the net operating income for the one month interim ending January 31, 2008 for the Monarch Coast Mortgaged Property was $518,804.
With respect to the Vintage Woods Trust Mortgage Loan, based on financial information provided by the Vintage Woods Trust Mortgage Loan Mortgagor, the net operating income for year end 2007 for the Vintage Woods Mortgaged Property was $2,006,519.
With respect to the Vintage Woods Trust Mortgage Loan, based on financial information provided by the Vintage Woods Trust Mortgage Loan Mortgagor, the net operating income for the one month interim ending January 31, 2008 for the Vintage Woods Mortgaged Property was $309,328.
With respect to the Capistrano Pointe Trust Mortgage Loan, based on financial information provided by the Capistrano Pointe Trust Mortgage Loan Mortgagor, the net operating income for year end 2007 for the Capistrano Pointe Mortgaged Property was $2,998,519.
With respect to the Capistrano Pointe Trust Mortgage Loan, based on financial information provided by the Capistrano Pointe Trust Mortgage Loan Mortgagor, the net operating income for the one month interim ending January 31, 2008 for the Capistrano Pointe Mortgaged Property was $298,108.
With respect to the Villa Tierra Trust Mortgage Loan, based on financial information provided by the Villa Tierra Trust Mortgage Loan Mortgagor, the net operating income for year end 2007 for the Villa Tierra Mortgaged Property was $1,766,925.
With respect to the Villa Tierra Trust Mortgage Loan, based on financial information provided by the Villa Tierra Trust Mortgage Loan Mortgagor, the net operating income for the one month interim ending January 31, 2008 for the Villa Tierra Mortgaged Property was $257,077.
With respect to the Vineyards Trust Mortgage Loan, based on financial information provided by the Vineyards Trust Mortgage Loan Mortgagor, the net operating income for year end 2007 for the Vineyards Mortgaged Property was $2,892,339.
With respect to the Vineyards Trust Mortgage Loan, based on financial information provided by the Vineyards Trust Mortgage Loan Mortgagor, the net operating income for the one month interim ending January 31, 2008 for the Vineyards Mortgaged Property was $268,887.
With respect to the Trabuco Highlands Trust Mortgage Loan, based on financial information provided by the Trabuco Highlands Trust Mortgage Loan Mortgagor, the net operating income for year end 2007 for the Trabuco Highlands Mortgaged Property was $2,046,741.
With respect to the Trabuco Highlands Trust Mortgage Loan, based on financial information provided by the Trabuco Highlands Trust Mortgage Loan Mortgagor, the net operating income for the one month interim ending January 31, 2008 for the Trabuco Highlands Mortgaged Property was $181,070.
With respect to the Autumn Chase Trust Mortgage Loan, based on financial information provided by the Autumn Chase Trust Mortgage Loan Mortgagor, the net operating income for year end 2007 for the Autumn Chase Mortgaged Property was $2,075,004.
With respect to the Autumn Chase Trust Mortgage Loan, based on financial information provided by the Autumn Chase Trust Mortgage Loan Mortgagor, the net operating income for the one month interim ending January 31, 2008 for the Autumn Chase Mortgaged Property was $192,056.
Item 1114(b)(2) and 1115(b) of Regulation AB. Significant Enhancement Provider Financial Information.
None.
Item 1117 of Regulation AB. Legal Proceedings.
The registrant knows of no legal proceedings pending against, or proceedings contemplated by government authorities against, the sponsor, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of Regulation AB, originator contemplated by Item 1110(b) of Regulation AB, or other party contemplated by Item 1100(d)(1) of Regulation AB, or of which any property of the foregoing is the subject, that is material to certificateholders.
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions
The information regarding this Item has been previously filed in a 424(b)(5) filing dated July 25, 2007
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
See Item 15, exhibits (33) and (34)
LaSalle Bank National Association’s (“LaSalle”) Report on Assessment of Compliance with Servicing Criteria for 2007 (the “2007 Assessment”) attached to this Report on Form 10-K describes in Appendix B the following material instance of noncompliance related to investor reporting:
“1122(d)(3)(i)(A) and (B) - During the Reporting Period, certain monthly investor or remittance reports were not prepared in accordance with the terms set forth in the transaction agreements and certain investor reports did not provide the information calculated in accordance with the terms specified in the transaction agreements for which certain individual errors may or may not have been material.”
LaSalle reports that:
1. The investor reporting errors identified on LaSalle’s 2007 Assessment as material instances of noncompliance (the “Investor Reporting Errors”) included, for example, revised delinquency, REO, foreclosure, repurchase, payoff or modified loan counts, category indicators and/or balances. The conclusion that the Investor Reporting Errors amounted to a material instance of noncompliance was based primarily on the aggregate number of errors as opposed to the materiality of any one error.
2. The Investor Reporting Errors were generally caused by human error resulting primarily from high volume monthly data processing demands that had to be addressed within constricted time frames with less than a full complement of operational staff. Between the fourth quarter of the Reporting Period and the date of the 2007 Assessment, LaSalle has employed additional operational staff to accommodate the high volume of monthly investor reporting requirements and minimize the risk of the Investor Reporting Errors recurring. Other necessary controls are in place to minimize the risk of such errors.
3. With respect to the specific pool assets and asset-backed securities related to the Investor Reporting Errors, the errors did not have, and are not reasonable likely in the future to have, any material impact or effect on pool asset performance, servicing of the pool assets and payments or expected payments on the mortgage-backed securities.
Item 1123 of Regulation AB. Servicer Compliance Statement
See Item 15, exhibit (35)
KeyCorp Real Estate Capital Market, Inc.’s Servicer Compliance Statement attached to this Report on Form 10-K describes a failure to fulfill the following obligation: “updated financial statements for Significant Obligors received by the Master Servicer were delivered by the Master Servicer but not within one (1) Business Day after receipt as required by Section 8.15(q) of the Pooling and Servicing Agreement.”
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) The following is a list of documents filed as part of this annual report on Form 10-K:
(1) Not applicable.
(2) Not applicable.
(3) The exhibits required by Item 601 of Regulation S-K and by paragraph (b) below.
Exhibit Number
Description
4(i)
The series 2007-C3 pooling and servicing Agreement dated as of July 11, 2007 among Structured Asset Securites Corporation II, as depositor (the "Depositor"), KeyCorp Real Estate Capital Markets, Inc., as master servicer (the "Master Servicer"), Midland Loan Services, Inc., as special servicer (the "Special Servicer"), and LaSalle Bank National Association, as trustee (the "Trustee") ("Pooling and Servicing Agreement") (Previously filed as part of the Registrant’s Current Report on Form 8-K on August 10, 2007)*
31(ii)
Rule 13a-14(d)/15d-14(d) Certifications
33(a)
Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities, KeyCorp Real Estate Capital Markets, Inc., as Master Servicer
33(b)
Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities, Midland Loan Services, Inc., as Special Servicer
33(c)
Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities, LaSalle Bank National Association, as Trustee
34(a)
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities, KeyCorp Real Estate Capital Markets, Inc., as Master Servicer
34(b)
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities, Midland Loan Services, Inc., as Special Servicer
34(c)
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities, LaSalle Bank National Association, as Trustee
35(a)
Servicer Compliance Statement, KeyCorp Real Estate Capital Markets, Inc., as Master Servicer
35(b)
Servicer Compliance Statement, Midland Loan Services, Inc., as Special Servicer
35(c)
Servicer Compliance Statement, LaSalle Bank National Association, as Trustee
*Incorporated herein by reference.
(b) The exhibits required by Item 601 of Regulation S-K are filed as noted under subparagraph (a)(3) above.
(c) Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Structured Asset Securities Corporation II
March 28,
/s/ Kenneth Cohen
By: Kenneth Cohen
Title: Managing Director
Senior Officer in Charge of Securitization of the Depositor
Structured Asset Securities Corporation II
/s/ Paul A. Hughson
By: Paul A. Hughson
Title: Managing Director
Senior Officer in Charge of Securitization of the Depositor
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act
(a)
(1) No annual report is provided to the certificateholders.
(2) No proxy statement, form of proxy or other proxy soliciting material has been sent to any certificateholders with respect to any annual or other meeting of certificateholders.
EXHIBIT INDEX
Exhibit Number
Description
4(i)
The Pooling and Servicing Agreement (Previously filed as part of the Registrant’s Current Report on Form 8-K on August 10, 2007)*
31(ii)
Rule 13a-14(d)/15d-14(d) Certifications
33(a)
Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities, KeyCorp Real Estate Capital Markets, Inc., as Master Servicer
33(b)
Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities, Midland Loan Services, Inc., as Special Servicer
33(c)
Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities, LaSalle Bank National Association, as Trustee
34(a)
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities, KeyCorp Real Estate Capital Markets, Inc., as Master Servicer
34(b)
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities, Midland Loan Services, Inc., as Special Servicer
34(c)
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities, LaSalle Bank National Association, as Trustee
35(a)
Servicer Compliance Statement, KeyCorp Real Estate Capital Markets, Inc., as Master Servicer
35(b)
Servicer Compliance Statement, Midland Loan Services, Inc., as Special Servicer
35(c)
Servicer Compliance Statement, LaSalle Bank National Association, as Trustee
*Incorporated herein by reference.