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**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**Washington,      D.C. 20549**

**FORM      10-K**

**[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT      OF      1934**

**[        ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND      EXCHANGE ACT OF 1934**

|    New                  York                                                                       |   |  30-040147230-040147630-040147930-613401830-6134017                                 |
|-------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------|
| (State                  or other jurisdiction ofincorporation                  or organization of issuing entity) |   | (I.R.S.                  Employer Identification                  No. of issuing entity) |

|   | o                Yes |   | x No |
|--------|----------------------|--------|-----------|

|   | o                Yes |   | x                No |
|--------|----------------------|--------|---------------------|

|   | x                Yes |   | o                No |
|--------|----------------------|--------|---------------------|

| Large                accelerated filer o | Accelerated                filer o |  Non-accelerated                filer x |
|------------------------------------------|------------------------------------|----------------------------------------------|

**DOCUMENTS      INCORPORATED BY      REFERENCE**

**PART          I**

**Item          1.          Business. **

**Item          1A. Risk Factors.**

**Item          1B. Unresolved Staff Comments.**

**Item          2. Properties.**

**Item          3. Legal Proceedings. **

**Item          4. Submission of Matters to a Vote of Security Holders.**

**PART          II**

**Item          5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer          Purchases of Equity Securities.**

**Item          6. Selected Financial Data.**

**Item          7. Management’s Discussion and Analysis of Financial Condition and Results of          Operation.**

**Item          7A. Quantitative and Qualitative Disclosures About Market          Risk.**

**Item          8. Financial Statements and Supplementary Data.**

**Item          9. Changes in and Disagreements With Accountants on Accounting and Financial          Disclosure.**

**Item          9A. Controls and Procedures.**

**Item          9B. Other Information.**

**PART          III**

**Item            10. Directors, Executive Officers and Corporate            Governances.**

**Item          11. Executive Compensation.**

**Item          12. Security Ownership of Certain Beneficial Owners and Management and          Related          Stockholder Matters.**

**Item            13, Certain Relationships and Related Transactions, and Director Independences.            **

**Item          14. Principal Accounting Fees and Services.**

**ADDITIONAL          DISCLOSURE ITEMS FOR REGULATION AB**

**Item          1112(b) of Regulation AB, Significant Obligors, Financial          Information.**

**Item          1114(b)(2) and 1115(b) of Regulation AB, Significant Enhancement Provider          Financial Information.**

**Item          1117 of Regulation AB, Legal Proceedings**

**Item          1119 of Regulation AB, Affiliations and Certain Relationships and Related          Transactions. **

**Item          1122 of Regulation AB, Compliance with Applicable Servicing          Criteria.**

**Item        1123 of Regulation AB, Servicer Compliance Statement**

**              **

**PART        IV**

**Item        15. Exhibits, Financial Statement Schedules.**

| **Exhibit                      Number** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.1                                     | Pooling                      and Servicing Agreement, dated December 1, 2006, among the                      Company, as                      depositor, Capmark Finance Inc., as general master servicer,                      Prudential                      Asset Resources, Inc., as Prudential Master Servicer, ARCap                      Servicing,                      Inc., as special servicer, Wells Fargo Bank, N.A., as trustee,                      and LaSalle                      Bank National Association, as paying agent and certificate                      registrar. |
| 31                                      | Rule                      13a-14(d)/15d-14(d) Certifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 33(a)                                   | Report                      on assessment of compliance with servicing criteria for asset-backed                      securities, Capmark Finance Inc., as General Master                      Servicer                                                                                                                                                                                                                                                                                                                                                                                          |
| 33(b)                                   | Report                      on assessment of compliance with servicing criteria for asset-backed                      securities, Prudential Asset Resources, Inc., as Prudential                      Master                      Servicer                                                                                                                                                                                                                                                                                                                                                      |
| 33(c)                                   | Report                      on assessment of compliance with servicing criteria for asset-backed                      securities, ARCAP Servicing Inc., as Special                      Servicer                                                                                                                                                                                                                                                                                                                                                                                            |
| 33(d)                                   | Report                      on assessment of compliance with servicing criteria for asset-backed                      securities, LaSalle Bank National Association, as Paying Agent and                      Certificate Registrar                                                                                                                                                                                                                                                                                                                                                         |
|  33(e)                        | Report                      on assessment of compliance with servicing criteria for asset-backed                      securities, Wells Fargo Bank, N.A., as Trustee                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 33(f)                                   | Report                      on assessment of compliance with servicing criteria for asset-backed                      securities, Babson Capital Management LLC, as Primary                      Servicer                                                                                                                                                                                                                                                                                                                                                                                        |
| 33(g)                                   | Report                      on assessment of compliance with servicing criteria for asset-backed                      securities, SunTrust Bank, as subservicer                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 34(a)                                   | Attestation                      report on assessment of compliance with servicing criteria                      for                      asset-backed securities, Capmark Finance Inc., as General Master                      Servicer                                                                                                                                                                                                                                                                                                                                                         |
| 34(b)                                   | Attestation                      report on assessment of compliance with servicing criteria                      for                      asset-backed securities, Prudential Asset Resources, Inc.,                      as Prudential                      Master Servicer                                                                                                                                                                                                                                                                                                                     |
| 34(c)                                   | Attestation                      report on assessment of compliance with servicing criteria                      for                      asset-backed securities, ARCAP Servicing Inc., as Special                      Servicer                                                                                                                                                                                                                                                                                                                                                                |
| 34(d)                                   | Attestation                      report on assessment of compliance with servicing criteria                      for                      asset-backed securities, LaSalle Bank National Association,                      as Paying                      Agent and Certificate Registrar                                                                                                                                                                                                                                                                                                        |
| 34(e)                                   | Attestation                      report on assessment of compliance with servicing criteria                      for                      asset-backed securities, Wells Fargo Bank, N.A., as Trustee                                                                                                                                                                                                                                                                                                                                                                                            |
| 34(f)                                   | Attestation                      report on assessment of compliance with servicing criteria                      for                      asset-backed securities, Babson Capital Management LLC, as                      Primary                      Servicer                                                                                                                                                                                                                                                                                                                                  |
| 34(g)                                   | Attestation                      report on assessment of compliance with servicing criteria                      for                      asset-backed securities, SunTrust Bank, as subservicer                                                                                                                                                                                                                                                                                                                                                                                                 |
| 35(a)                                   | Servicer                      compliance statement, Capmark Finance Inc., as General Master                      Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 35(b)                                   | Servicer                      compliance statement, Prudential Asset Resources, Inc., as Prudential                      Master Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 35(c)                                   | Servicer                      compliance statement, ARCAP Servicing Inc., as Special                      Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 35(d)                                   | Servicer                      compliance statement, LaSalle Bank National Association, as Paying                      Agent and Certificate Registrar                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 35(e)                                   | Servicer                      compliance statement, Wells Fargo Bank, N.A., as Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 35(f)                                   | Servicer                      compliance statement, Babson Capital Management LLC, as Primary                      Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 35(g)                                   | Servicer                      compliance statement, SunTrust Bank, as subservicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 99.1                                    | Mortgage                      Loan Purchase Agreement, dated as of December 14, 2006, between                      the                      Company, as purchaser, and LaSalle Bank National Association,                      as                      seller.                      (Filed as                      part of the Registrant’s Current Report on Form 8-K/A filed on January 17,                      2007 and are incorporated by reference)                                                                                                                                 |
| 99.2                                    | Mortgage                      Loan Purchase Agreement, dated as of December 14, 2006, between                      the                      Company, as purchaser, and Morgan Stanley Mortgage Capital                      Inc., as                      seller.                      (Filed as                      part of the Registrant’s Current Report on Form 8-K/A filed on January 17,                      2007 and are incorporated by reference)                                                                                                                              |
| 99.3                                    | Mortgage                      Loan Purchase Agreement, dated as of December 14, 2006, between                      the                      Company, as purchaser, and SunTrust Bank, as seller.                      (Filed as                      part of the Registrant’s Current Report on Form 8-K/A filed on January 17,                      2007 and are incorporated by reference)                                                                                                                                                                                               |
| 99.4                                    | Mortgage                      Loan Purchase Agreement, dated as of December 14, 2006, between                      the                      Company, as purchaser, and Prudential Mortgage Capital Funding,                      LLC, as                      seller.                      (Filed as                      part of the Registrant’s Current Report on Form 8-K/A filed on January 17,                      2007 and are incorporated by reference)                                                                                                                          |
| 99.5                                    | Mortgage                      Loan Purchase Agreement, dated as of December 14, 2006, between                      the                      Company, as purchaser, and Massachusetts Mutual Life Insurance                      Company, as                      seller.                      (Filed as                      part of the Registrant’s Current Report on Form 8-K/A filed on January 17,                      2007 and are incorporated by                      reference)                                                                                                  |

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**SIGNATURES**

|                                | MORGAN                STANLEY CAPITAL I INC. |
|-------------------------------------|----------------------------------------------|
|                                |                                         |
|  March                30, 2007 |  /s/                Warren H. Friend    |
|                                | By: Warren                H. Friend     |
|                                | Title: Vice                President    |

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**EXHIBIT      INDEX **

| **Exhibit                                  Number** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.1                                                 | Pooling                                  and Servicing Agreement, dated December 1, 2006,                                  among the Company, as                                  depositor, Capmark Finance Inc., as general master                                  servicer, Prudential                                  Asset Resources, Inc., as Prudential Master Servicer,                                  ARCap Servicing,                                  Inc., as special servicer, Wells Fargo Bank, N.A.,                                  as trustee, and LaSalle                                  Bank National Association, as paying agent and                                  certificate                                  registrar. |
| 31                                                  | Rule                                  13a-14(d)/15d-14(d) Certifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 33(a)                                               | Report                                  on assessment of compliance with servicing criteria                                  for asset-backed                                  securities, Capmark Finance Inc., as General Master                                  Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 33(b)                                               | Report                                  on assessment of compliance with servicing criteria                                  for asset-backed                                  securities, Prudential Asset Resources, Inc., as                                  Prudential Master                                  Servicer                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 33(c)                                               | Report                                  on assessment of compliance with servicing criteria                                  for asset-backed                                  securities, ARCAP Servicing Inc., as Special                                  Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 33(d)                                               | Report                                  on assessment of compliance with servicing criteria                                  for asset-backed                                  securities, LaSalle Bank National Association, as Paying Agent                                  and                                  Certificate Registrar                                                                                                                                                                                                                                                                                                                                                                                                            |
|  33(e)                                    | Report                                  on assessment of compliance with servicing criteria                                  for asset-backed                                  securities, Wells Fargo Bank, N.A., as Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 33(f)                                               | Report                                  on assessment of compliance with servicing criteria                                  for asset-backed                                  securities, Babson Capital Management LLC, as Primary                                  Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 33(g)                                               | Report                                  on assessment of compliance with servicing criteria                                  for asset-backed                                  securities, SunTrust Bank, as subservicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 34(a)                                               | Attestation                                  report on assessment of compliance with servicing                                  criteria for                                  asset-backed securities, Capmark Finance Inc.,                                  as General Master                                  Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 34(b)                                               | Attestation                                  report on assessment of compliance with servicing                                  criteria for                                  asset-backed securities, Prudential Asset Resources,                                  Inc., as Prudential                                  Master Servicer                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 34(c)                                               | Attestation                                  report on assessment of compliance with servicing                                  criteria for                                  asset-backed securities, ARCAP Servicing Inc.,                                  as Special                                  Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 34(d)                                               | Attestation                                  report on assessment of compliance with servicing                                  criteria for                                  asset-backed securities, LaSalle Bank National                                  Association, as Paying                                  Agent and Certificate Registrar                                                                                                                                                                                                                                                                                                                                                                                                     |
| 34(e)                                               | Attestation                                  report on assessment of compliance with servicing                                  criteria for                                  asset-backed securities, Wells Fargo Bank, N.A.,                                  as Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 34(f)                                               | Attestation                                  report on assessment of compliance with servicing                                  criteria for                                  asset-backed securities, Babson Capital Management                                  LLC, as Primary                                  Servicer                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 34(g)                                               | Attestation                                  report on assessment of compliance with servicing                                  criteria for                                  asset-backed securities, SunTrust Bank, as subservicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 35(a)                                               | Servicer                                  compliance statement, Capmark Finance Inc., as General Master                                  Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 35(b)                                               | Servicer                                  compliance statement, Prudential Asset Resources, Inc., as Prudential                                  Master Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 35(c)                                               | Servicer                                  compliance statement, ARCAP Servicing Inc., as Special                                  Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 35(d)                                               | Servicer                                  compliance statement, LaSalle Bank National Association, as Paying                                  Agent and Certificate Registrar                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 35(e)                                               | Servicer                                  compliance statement, Wells Fargo Bank, N.A., as Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 35(f)                                               | Servicer                                  compliance statement, Babson Capital Management                                  LLC, as Primary                                  Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 35(g)                                               | Servicer                                  compliance statement, SunTrust Bank, as subservicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 99.1                                                | Mortgage                                  Loan Purchase Agreement, dated as of December 14,                                  2006, between the                                  Company, as purchaser, and LaSalle Bank National                                  Association, as                                  seller.                                  (Filed as                                  part of the Registrant’s Current Report on Form 8-K/A filed on January                                  17,                                  2007 and are incorporated by reference)                                                                                                                                                         |
| 99.2                                                | Mortgage                                  Loan Purchase Agreement, dated as of December 14,                                  2006, between the                                  Company, as purchaser, and Morgan Stanley Mortgage                                  Capital Inc., as                                  seller.                                  (Filed as                                  part of the Registrant’s Current Report on Form 8-K/A filed on January                                  17,                                  2007 and are incorporated by reference)                                                                                                                                                      |
| 99.3                                                | Mortgage                                  Loan Purchase Agreement, dated as of December 14,                                  2006, between the                                  Company, as purchaser, and SunTrust Bank, as seller.                                  (Filed as                                  part of the Registrant’s Current Report on Form 8-K/A filed on January                                  17,                                  2007 and are incorporated by reference)                                                                                                                                                                                                                                               |
| 99.4                                                | Mortgage                                  Loan Purchase Agreement, dated as of December 14,                                  2006, between the                                  Company, as purchaser, and Prudential Mortgage                                  Capital Funding, LLC, as                                  seller.                                  (Filed as                                  part of the Registrant’s Current Report on Form 8-K/A filed on January                                  17,                                  2007 and are incorporated by reference)                                                                                                                                                  |
| 99.5                                                | Mortgage                                  Loan Purchase Agreement, dated as of December 14,                                  2006, between the                                  Company, as purchaser, and Massachusetts Mutual                                  Life Insurance Company, as                                  seller.                                  (Filed as                                  part of the Registrant’s Current Report on Form 8-K/A filed on January                                  17,                                  2007 and are incorporated by                                  reference)                                                                                                              |

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