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 Operation.
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 9A(T). Controls and Procedures.
Omitted.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11.
Item 11. Executive Compensation.
Omitted.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Omitted.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Omitted.
Item 14.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
Not applicable.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.
Not applicable.
Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).
Not applicable.
Item 1117 of Regulation AB, Legal Proceedings.
In addition to the matters described below, in the normal course of business, Morgan Stanley Mortgage Capital Holdings LLC ("the Company") has been named, from time to time, as a defendant in various legal actions. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages.
Regulatory and Governmental Investigations: The Company and its affiliates are currently responding to subpoenas and requests for information from certain regulatory and governmental entities concerning the origination, purchase, securitization and/or servicing of subprime and non-subprime residential mortgages and related issues.
Civil Litigation re American Business Financial Services, Inc. The Company has been named as one of a number of defendants in a matter styled Miller v. Santilli, et al., which is pending in the Court of Common Pleas for Philadelphia County, Pennsylvania. The complaint in this action was filed on July 13, 2006 and is being brought by the bankruptcy trustee for American Business Financial Services, Inc. ("ABFS"). The complaint alleges, inter alia, that the Company, certain of the Company's affiliates, and various other financial institutions deepened the insolvency of ABFS, and aided and abetted fraud and breaches of fiduciary duties committed by certain former officers and directors of ABFS, by providing warehouse loans to ABFS and participating in securitization transactions with ABFS. The complaint seeks damages in excess of $750 million. The deepening insolvency claim has been dismissed, and the case is currently in discovery.
Bauer, et al., v. Saxon Mortgage Services, Inc., et al. is a matter filed on December 1, 2004 in the Civil District Court for the Parish of Orleans, State of Louisiana, Case No. 2004-17015. On February 17, 2005, the plaintiffs re-filed the case as two separate class action lawsuits, Bauer, et al., v. Dean Morris, et al., filed as Case No. 05-2173 in the Civil District Court for the Parish of Orleans, State of Louisiana, and Patterson, et al., v. Dean Morris, et al., filed as Case No. 05-2174 in the Civil District Court for the Parish of Orleans, State of Louisiana. On January 24, 2006, the United States District Court for the Eastern District of Louisiana granted the Company's motion to compel arbitration in Bauer, et al., v. Dean Morris, et al. On January 25, 2006, the United States District Court for the Eastern District of Louisiana granted the Saxon Mortgage Services's motion to compel arbitration in Patterson, et al., v. Dean Morris, et al. At the present time, neither plaintiff has initiated arbitration.
Jumar Hooks and Diane Felder, et al., v. Saxon Mortgage, Inc. is a matter filed on October 12, 2005 in the Common Pleas Court for Cuyahoga County, Ohio as Case No. CV 05 574577. The plaintiffs filed this case as a class action, on behalf of themselves and similarly situated Ohio borrowers, alleging that the Company's subsidiary, Saxon Mortgage, Inc. ("Saxon Mortgage") engaged in unlawful practices in originating and servicing the plaintiffs' loans. During the second quarter of 2006, the court granted the Saxon Mortgage's motion to compel individual arbitration as to each of the two named plaintiffs and stayed the court proceedings with no class having been certified.
Jones, et al., v. ABN AMRO Mortgage Group, et al. is a matter filed on September 24, 2007 in the Court of Common Pleas for Berks County, Pennsylvania as Civil Action-Law No. 07-10540. The plaintiffs allege that the putative class members were not credited properly for payments made on their mortgage loans which were allegedly collected by non-affiliated intermediary entities and forwarded to the servicer defendants. Saxon Mortgage Services services two loans for putative class members. Saxon Mortgage Services and other defendants filed a consolidated motion to dismiss the case.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.
The information regarding this Item has been previously filed in the 424(b)(5) Prospectus filed on January 25, 2007.
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.
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)
(4.1) Pooling and Servicing Agreement, dated as of January 1, 2007, by and between Morgan Stanley Capital I Inc., Wells Fargo Bank, National Association, as master servicer, ARCap Servicing, Inc. (predecessor to Centerline Servicing Inc.) , as special servicer, LaSalle Bank National Association, as trustee, and Wells Fargo Bank, National Association, as paying agent. (Filed as Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed on February 14, 2007 (Commission File Number 333-130684-22) and incorporated by reference).
(4.2) Schedules I, II, III and IV to the Pooling and Servicing Agreement, dated as of January 1, 2007, by and between Morgan Stanley Capital I Inc., Wells Fargo Bank, National Association, as master servicer, ARCap Servicing, Inc., as special servicer, LaSalle Bank National Association, as trustee, and Wells Fargo Bank, National Association, as paying agent. (Filed as Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on July 12, 2007 (Commission File Number 333-130684-22) and incorporated by reference).
(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 statements.
(99.1) Mortgage Loan Purchase Agreement, dated as of January 19, 2007, by and between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage Capital Inc. (Filed as Exhibit 99.2 of the Registrant's Current Report on Form 8-K filed on February 14, 2007 (Commission File Number 333-130684-22) and incorporated by reference).
(99.2) Mortgage Loan Purchase Agreement, dated as of January 19, 2007, by and between Morgan Stanley Capital I Inc. and Bear Stearns Commercial Mortgage, Inc. (Filed as Exhibit 99.3 of the Registrant's Current Report on Form 8-K filed on February 14, 2007 (Commission File Number 333-130684-22) and incorporated by reference).
(99.3) Mortgage Loan Purchase Agreement, dated as of January 19, 2007, by and between Morgan Stanley Capital I Inc. and Wells Fargo Bank, National Association. (Filed as Exhibit 99.4 of the Registrant's Current Report on Form 8-K filed on February 14, 2007 (Commission File Number 333-130684-22) and incorporated by reference).
(99.4) Mortgage Loan Purchase Agreement, dated as of January 19, 2007, by and between Morgan Stanley Capital I Inc. and Principal Commercial Funding II, LLC. (Filed as Exhibit 99.5 of the Registrant's Current Report on Form 8-K filed on February 14, 2007 (Commission File Number 333-130684-22) and incorporated by reference).
(99.5) Primary Servicing Agreement, dated as of January 1, 2007, by and between Wells Fargo Bank, National Association, as master servicer and Principal Global Investors, LLC. (Filed as Exhibit 99.6 of the Registrant's Current Report on Form 8-K filed on February 14, 2007 (Commission File Number 333-130684-22) and incorporated by reference).
(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.
Morgan Stanley Capital I Inc. (Depositor)
/s/ Warren Friend Warren Friend, Vice President (senior officer in charge of securitization of the depositor)
Date: March 28, 2008
Exhibit Index
Exhibit No.
(4.1) Pooling and Servicing Agreement, dated as of January 1, 2007, by and between Morgan Stanley Capital I Inc., Wells Fargo Bank, National Association, as master servicer, ARCap Servicing, Inc. (predecessor to Centerline Servicing Inc.) , as special servicer, LaSalle Bank National Association, as trustee, and Wells Fargo Bank, National Association, as paying agent. (Filed as Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed on February 14, 2007 (Commission File Number 333-130684-22) and incorporated by reference).
(4.2) Schedules I, II, III and IV to the Pooling and Servicing Agreement, dated as of January 1, 2007, by and between Morgan Stanley Capital I Inc., Wells Fargo Bank, National Association, as master servicer, ARCap Servicing, Inc., as special servicer, LaSalle Bank National Association, as trustee, and Wells Fargo Bank, National Association, as paying agent. (Filed as Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on July 12, 2007 (Commission File Number 333-130684-22) and incorporated by reference).
(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 statements.
(99.1) Mortgage Loan Purchase Agreement, dated as of January 19, 2007, by and between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage Capital Inc. (Filed as Exhibit 99.2 of the Registrant's Current Report on Form 8-K filed on February 14, 2007 (Commission File Number 333-130684-22) and incorporated by reference).
(99.2) Mortgage Loan Purchase Agreement, dated as of January 19, 2007, by and between Morgan Stanley Capital I Inc. and Bear Stearns Commercial Mortgage, Inc. (Filed as Exhibit 99.3 of the Registrant's Current Report on Form 8-K filed on February 14, 2007 (Commission File Number 333-130684-22) and incorporated by reference).
(99.3) Mortgage Loan Purchase Agreement, dated as of January 19, 2007, by and between Morgan Stanley Capital I Inc. and Wells Fargo Bank, National Association. (Filed as Exhibit 99.4 of the Registrant's Current Report on Form 8-K filed on February 14, 2007 (Commission File Number 333-130684-22) and incorporated by reference).
(99.4) Mortgage Loan Purchase Agreement, dated as of January 19, 2007, by and between Morgan Stanley Capital I Inc. and Principal Commercial Funding II, LLC. (Filed as Exhibit 99.5 of the Registrant's Current Report on Form 8-K filed on February 14, 2007 (Commission File Number 333-130684-22) and incorporated by reference).
(99.5) Primary Servicing Agreement, dated as of January 1, 2007, by and between Wells Fargo Bank, National Association, as master servicer and Principal Global Investors, LLC. (Filed as Exhibit 99.6 of the Registrant's Current Report on Form 8-K filed on February 14, 2007 (Commission File Number 333-130684-22) and incorporated by reference).