Item 1. Business.
Not applicable.
Item 1A.
Item 1A. Risk Factors.
Not applicable.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
Not applicable.
Item 3.
Item 3. Legal Proceedings.
Not applicable.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Not applicable.
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Not applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Not applicable.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A.
Item 9A. Controls and Procedures.
Not applicable.
Item 9A(T). Controls and Procedures.
Not applicable.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
Not applicable.
Item 11.
Item 11. Executive Compensation.
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Not applicable.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not applicable.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligors of Pool Assets (Financial Information).
No single obligor represents 10% or more of the pool assets held by the issuing entity.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.
No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114 (a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).
No entity or group of affiliated entities provides any derivative instruments or other support for the certificates within this transaction as described under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceedings involving the issuing entity and all parties related to the issuing entity or any other entities contemplated by Item 1117 of Regulation AB, other than routine litigation incidental to the duties of those respective parties.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.
The information regarding this Item has been previously disclosed in a 424(b)(5) filed on June 29, 2007 (Commission File No. 333-136045-02).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessment of compliance with the servicing criteria for asset-backed securities and the related attestation reports on such assessments of compliance are attached hereto under Item 15(a).
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."
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.
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.
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.
The assessment of compliance for Wachovia Bank, National Association disclosed the following material noncompliance with servicing criteria 1122(d)(2)(i) and 1122(d)(2)(ii), as applicable during the year ended December 31, 2007:
With respect to servicing criterion 1122(d)(2)(i), certain payments on pool assets were not deposited into the appropriate custodial bank accounts within the timeframe as specified in the transaction agreements. Those payments were deposited into the appropriate custodial bank accounts after those timeframes. Management does not believe that this failure to follow the transaction agreements resulted in any loss of control over trust assets or in any impact to investors. Wachovia Bank, National Association implemented additional controls in 2008 to better monitor these processes and correct the non-compliance.
With respect to servicing criterion 1122(d)(2)(ii), certain disbursements made via wire transfer were authorized by personnel for amounts greater than such personnel's approval limits. Management does not believe that this failure to follow internal procedures resulted in any incorrect wire transfers or in any impact to investors. Wachovia Bank, National Association implemented additional controls in 2007 to better monitor these processes and correct the non-compliance.
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached hereto under Item 15(a).
Part IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) List the following documents filed as a part of the report:
(1) Not applicable.
(2) Not applicable.
(3) Exhibits filed herewith:
(4) Pooling and Servicing Agreement, dated as of July 1, 2007, by and among GS Mortgage Securities Corporation II, as depositor, Wachovia Bank,National Association, as master servicer, CWCapital Asset Management LLC, as special servicer and Wells Fargo Bank, N.A., as trustee (filed as part of the Registrant's Current Report on Form 8-K filed on July 24, 2007 (Commission file number: 333-136045-02) and is incorporated by reference herein).
(10.1) Mortgage Loan Purchase Agreement, dated as of July 1, 2007, between Goldman Sachs Mortgage Company and GS Mortgage Securities Corporation II, pursuant to which Goldman Sachs Mortgage Company sold certain mortgage loans to GS Mortgage Securities Corporation II (filed as part of the Registrant's Current Report on Form 8-K filed on July 24, 2007 (Commission file number: 333-136045-02) and is incorporated by reference herein).
(10.2) Mortgage Loan Purchase Agreement, dated as of July 1, 2007, between Greenwich Capital Financial Products, Inc. and GS Mortgage Securities Corporation II, pursuant to which Greenwich Capital Financial Products, Inc. sold certain mortgage loans and its interests in three mortgage loans to GS Mortgage Securities Corporation II (filed as part of the Registrant's Current Report on Form 8-K filed on July 24, 2007 (Commission file number: 333-136045-02) and is incorporated by reference herein).
(10.3) Mortgage Loan Purchase Agreement, dated as of July 1, 2007, between Wachovia Bank, National Association and GS Mortgage Securities Corporation II, pursuant to which Wachovia Bank, National Association sold its interest in a mortgage loan to GS Mortgage Securities Corporation II (filed as part of the Registrant's Current Report on Form 8-K filed on July 24, 2007 (Commission file number: 333-136045-02) and is incorporated by reference herein).
(10.4) Mortgage Loan Purchase Agreement, dated as of July 1, 2007, between Lehman Brothers Holdings Inc. and GS Mortgage Securities Corporation II, pursuant to which Lehman Brothers Holdings Inc. sold its interests in two mortgage loans to GS Mortgage Securities Corporation II (filed as part of the Registrant's Current Report on Form 8-K filed on July 24, 2007 (Commission file number: 333-136045-02) and is incorporated by reference herein).
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for asset-backed securities.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
(35) Servicer compliance statement.
(b) See (a) 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.
GS Mortgage Securities Corporation II (Depositor)
/s/ Mark Buono Mark Buono, Chief Financial Officer for GS Mortgage Securities Corporation II (senior officer in charge of securitization of the depositor)
Date: March 31, 2008
Exhibit Index
Exhibit No.
(4) Pooling and Servicing Agreement, dated as of July 1, 2007, by and among GS Mortgage Securities Corporation II, as depositor, Wachovia Bank,National Association, as master servicer, CWCapital Asset Management LLC, as special servicer and Wells Fargo Bank, N.A., as trustee (filed as part of the Registrant's Current Report on Form 8-K filed on July 24, 2007 (Commission file number: 333-136045-02) and is incorporated by reference herein).
(10.1) Mortgage Loan Purchase Agreement, dated as of July 1, 2007, between Goldman Sachs Mortgage Company and GS Mortgage Securities Corporation II, pursuant to which Goldman Sachs Mortgage Company sold certain mortgage loans to GS Mortgage Securities Corporation II (filed as part of the Registrant's Current Report on Form 8-K filed on July 24, 2007 (Commission file number: 333-136045-02) and is incorporated by reference herein).
(10.2) Mortgage Loan Purchase Agreement, dated as of July 1, 2007, between Greenwich Capital Financial Products, Inc. and GS Mortgage Securities Corporation II, pursuant to which Greenwich Capital Financial Products, Inc. sold certain mortgage loans and its interests in three mortgage loans to GS Mortgage Securities Corporation II (filed as part of the Registrant's Current Report on Form 8-K filed on July 24, 2007 (Commission file number: 333-136045-02) and is incorporated by reference herein).
(10.3) Mortgage Loan Purchase Agreement, dated as of July 1, 2007, between Wachovia Bank, National Association and GS Mortgage Securities Corporation II, pursuant to which Wachovia Bank, National Association sold its interest in a mortgage loan to GS Mortgage Securities Corporation II (filed as part of the Registrant's Current Report on Form 8-K filed on July 24, 2007 (Commission file number: 333-136045-02) and is incorporated by reference herein).
(10.4) Mortgage Loan Purchase Agreement, dated as of July 1, 2007, between Lehman Brothers Holdings Inc. and GS Mortgage Securities Corporation II, pursuant to which Lehman Brothers Holdings Inc. sold its interests in two mortgage loans to GS Mortgage Securities Corporation II (filed as part of the Registrant's Current Report on Form 8-K filed on July 24, 2007 (Commission file number: 333-136045-02) and is incorporated by reference herein).
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for asset-backed securities.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
(35) Servicer compliance statement.