MORGAN STANLEY CAPITAL I INC.



                                 as Purchaser





                                      and





                     MORGAN STANLEY MORTGAGE CAPITAL INC.



                                   as Seller





                       MORTGAGE LOAN PURCHASE AGREEMENT



                           Dated as of July 1, 2006





           Adjustable-Rate and Hybrid Adjustable-Rate Mortgage Loans





                 Morgan Stanley Mortgage Loan Trust 2006-9AR,

              Mortgage Pass-Through Certificates, Series 2006-9AR









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                               Table of Contents

                                                                          Page



ARTICLE I.  DEFINITIONS



      Section 1.01. Definitions...............................................1



ARTICLE II.  SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE



      Section 2.01. Sale and Assignment of Mortgage Loans.....................2



      Section 2.02. Recognition of Trustee....................................2



      Section 2.03. Obligations of Seller Upon Sale...........................2



      Section 2.04. Payment of Purchase Price for the Mortgage Loans..........4



ARTICLE III.  REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH



      Section 3.01. Seller Representations and Warranties Relating

                    to the Mortgage Loans.....................................4



      Section 3.02. Seller Representations and Warranties....................11



ARTICLE IV.  SELLER'S COVENANTS



      Section 4.01. Covenants of the Seller..................................13



ARTICLE V.  INDEMNIFICATION WITH RESPECT TO THE SELLER INFORMATION



      Section 5.01. Indemnification..........................................13



ARTICLE VI.  TERMINATION



      Section 6.01. Termination..............................................16



ARTICLE VII.  MISCELLANEOUS PROVISIONS



      Section 7.01. Amendment................................................16



      Section 7.02. Governing Law............................................16



      Section 7.03. Notices..................................................16



      Section 7.04. Severability of Provisions...............................17



      Section 7.05. Counterparts.............................................17



      Section 7.06. Further Agreements.......................................17



      Section 7.07. Intention of the Parties.................................17



      Section 7.08. Successors and Assigns: Assignment of

                    Purchase Agreement.......................................18



      Section 7.09. Survival.................................................18





Schedule I - Mortgage Loan Schedule I-1





                                      i

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            MORTGAGE  LOAN PURCHASE  AGREEMENT,  dated as of July 1, 2006 (the

"Agreement"),  between MORGAN STANLEY  MORTGAGE  CAPITAL INC. (the "Seller" or

"MSMCI") and MORGAN STANLEY CAPITAL I INC. (the "Purchaser").



                                  WITNESSETH:



            WHEREAS, the Seller is the owner of either the notes or other

evidence of indebtedness (the "Mortgage Notes") or other evidence of ownership

so indicated on Schedule I hereto referred to below, and the other documents

or instruments constituting the Mortgage File (collectively, the "Mortgage

Loans"); and



            WHEREAS, the Seller, as of the date hereof, owns the mortgages

(the "Mortgages") on the properties (the "Mortgaged Properties") securing such

Mortgage Loans, including rights to (a) any property acquired by foreclosure

or deed in lieu of foreclosure or otherwise and (b) the proceeds of any

insurance policies covering the Mortgage Loans or the Mortgaged Properties or

the obligors on the Mortgage Loans; and



            WHEREAS, the parties hereto desire that the Seller sell the

Mortgage Loans to the Purchaser and the Purchaser purchase the Mortgage Loans

from the Seller pursuant to the terms of this Agreement; and



            WHEREAS, pursuant to the terms of a Pooling and Servicing

Agreement dated as of July 1, 2006 (the "Pooling and Servicing Agreement")

among the Purchaser, as depositor, Wells Fargo Bank, National Association, as

master servicer and securities administrator, and LaSalle Bank National

Association, as trustee (the "Trustee"), the Purchaser will convey the

Mortgage Loans to Morgan Stanley Mortgage Loan Trust 2006-9AR (the "Trust").



            NOW, THEREFORE, in consideration of the mutual covenants herein

contained, the parties hereto agree as follows:



                                  ARTICLE I.



                                  DEFINITIONS



Section 1.01. Definitions. All capitalized terms used but not defined herein

and below shall have the meanings assigned thereto in the Pooling and

Servicing Agreement.



            "Seller   Information":   The   information   set   forth  in  the

Prospectus  Supplement  or the Free  Writing  Prospectus  under  the  caption:

"Description   of  the   Mortgage   Loans--Loan   Purchasing   Guidelines   and

Underwriting Standards",  "--Loan Purchasing Guidelines--Morgan Stanley Mortgage

Capital Inc."











{PAGE}



                                 ARTICLE II.



               SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE



Section 2.01.     Sale and Assignment of Mortgage Loans.



           (a) On and of the date hereof, MSMCI hereby sells, assigns and

transfers to the Depositor all of its right, title and interest in the

Mortgage Loans and all rights and obligations related thereto as provided

under the Agreement to the extent relating to the Mortgage Loans, the

Depositor hereby accepts such assignment from MSMCI (the "First Assignment and

Assumption"), and the Seller hereby acknowledges the First Assignment and

Assumption.



           (b) On and of the date hereof, immediately after giving effect to

the First Assignment and Assumption, the Depositor hereby sells, assigns and

transfers to the Trustee, on behalf of the Trust, all of its right, title and

interest in the Mortgage Loans and all rights and obligations related thereto,

and the Trustee, on behalf of the Trust, hereby accepts such assignment from

the Depositor (the "Second Assignment and Assumption"), and the Seller hereby

acknowledges the Second Assignment and Assumption.



           (c) On and as of the date hereof, MSMCI represents and warrants to

the Depositor and the Trustee that MSMCI has not taken any action that would

serve to impair or encumber the respective ownership interests of the

Depositor and the Trustee in the Mortgage Loans since the date of MSMCI's



acquisition of the Mortgage Loans.



Section 2.02.     Recognition of Trustee



           (a) From and after the date hereof, both MSMCI and the Depositor

shall note the transfer of the Mortgage Loans to the Trustee, in their

respective books and records and shall recognize the Trustee, on behalf of the

Trust, as of the date hereof, as the owner of the Mortgage Loans, and Servicer

shall service the Mortgage Loans for the benefit of the Trust pursuant to the

Agreement, the terms of which are incorporated herein by reference. It is the

intention of the Servicer, the Depositor, the Trustee and MSMCI that this

Assignment shall be binding upon and inure to the benefit of the Depositor,

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