CUSTODIAL AGREEMENT





           THE CUSTODIAL AGREEMENT, dated as of July 1, 2006 (the

"Agreement"), among Morgan Stanley Mortgage Capital Inc. (the "Purchaser"),

having an address of 1221 Avenue of the Americas, 27th Floor, New York, New

York 10020, The Hemisphere National Bank, having an address at 1305 Franklin

Avenue, Garden City, New York 11530 ("Hemisphere", a "Servicer" and a

"Seller"), Wachovia Mortgage Corporation, having an address at 901 South Tryon

Street, Charlotte, North Carolina 28202 ("Wachovia", a "Servicer" and a

"Seller"), Wells Fargo Bank, National Association, having an address at 9062

Old Annapolis Road, Columbia, Maryland 21045 (in such capacity, the "Master

Servicer" and the "Securities Administrator"), LaSalle Bank National

Association having an address at 135 South LaSalle Street, Suite 1625,

Chicago, Illinois 60603 (the "Trustee") and J.P. Morgan Trust Company,

National Association, having an address at 2220 Chemsearch Boulevard, Suite

150, Irving, Texas 75062 (the "Custodian").



           Capitalized terms used but not defined herein shall have the

meanings assigned to them in the applicable Sale and Servicing Agreements

referred to below.



                                  WITNESSETH:



           WHEREAS, the Purchaser has purchased or agreed to purchase from the

related Seller and the related Seller has sold or agreed to sell to the

Purchaser, certain mortgage loans specified on Exhibit 1 hereto (the "Mortgage

Loans"), pursuant to the terms and conditions of (i) a First Amended and

Restated Mortgage Loan Sale and Servicing Agreement dated December 1, 2005

between Hemisphere and the Purchaser and (ii) a Seller's Purchase, Warranties

and Servicing Agreement, dated as of September 1, 2004 between Wachovia and

the Purchaser, as supplemented by a Regulation AB Compliance Addendum dated as

of April 17, 2006 between Wachovia and the Purchaser (collectively, the "Sale

and Servicing Agreements");





           WHEREAS, the Mortgage Loans purchased pursuant to the Sale and

Servicing Agreements will be serviced by the Servicers pursuant to the

applicable Sale and Servicing Agreement;



           WHEREAS, the Mortgage Loans purchased pursuant to the Sale and

Servicing Agreements are being held by the Custodian as custodian for the

Purchaser pursuant to various custody agreements referenced in the Sale and

Servicing Agreements (collectively, the "Underlying Custody Agreements");



           WHEREAS, the Mortgage Loans have been transferred to Morgan Stanley

Capital I Inc. (the "Depositor") pursuant to a series of Assignment,

Assumption and Recognition Agreements, dated July 1, 2006, each among the

related Seller, the Depositor, the Purchaser, the Master Servicer and the

Trustee;



           WHEREAS, the Mortgage Loans have been transferred to the Trustee on

behalf of the Morgan Stanley Mortgage Loan Trust 2006-9AR (the "Trust")

pursuant to the Pooling and





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Servicing Agreement dated July 1, 2006 (the "PSA"), among the Depositor, the

Master Servicer, the Securities Administrator and the Trustee;



           WHEREAS, the Mortgage Loans will be master serviced by the Master

Servicer pursuant to the PSA and serviced by the Servicers pursuant to the

Sale and Servicing Agreements;



           WHEREAS, the Trustee on behalf of the Trust desires to have the

Custodian take possession of the mortgage and mortgage notes (collectively,

the "Mortgage Notes") for the Mortgage Loans, along with certain other

documents specified herein, as the Custodian of the Trustee or subsequent

purchasers of the Mortgage Loans, in accordance with the terms and conditions

hereof; and



           NOW THEREFORE, in consideration of the mutual undertakings herein

expressed, the parties hereto hereby agree as follows:



           Section 1. On or prior to July 31, 2006 (the "Closing Date"),

Hemisphere shall deliver and release to the Custodian the documents identified

on Schedule 1-A as being required to be delivered to the Purchaser, pertaining

to the related Mortgage Loans as identified in the related Mortgage Loan

Schedule and Wachovia shall deliver and release to the Custodian the documents

identified on Schedule 1-B, in each case, as being required to be delivered to

the Purchaser, pertaining to the related Mortgage Loans as identified in the

related Mortgage Loan Schedule.



           A copy of each Mortgage Loan Schedule is annexed as Exhibit 1 (the

"Mortgage Loan Schedule").



           Section 2. From time to time, each Servicer shall forward to the

Custodian additional documents evidencing an assumption or modification of a

Mortgage Loan approved by the Trustee and the Servicer. All Mortgage Loan

documents held by the Custodian as to each Mortgage Loan are referred herein

as the "Custodian's Mortgage File." The Custodian, in its independent

capacity, agrees to act as custodian for the Trustee and any successor to the

Trustee in accordance with the terms and conditions of this Agreement.



           Section 3. With respect to the Custodian's Mortgage File delivered

to the Custodian, the Custodian is the exclusive bailee and custodian for the

Trustee, and the Trustee's successor or assigns and shall reflect in its

records the interest of the Trustee therein. The Custodian shall hold the

Custodian's Mortgage Files for the exclusive use and benefit of the Trustee

and, except as otherwise provided herein, shall dispose thereof only in

accordance with either the terms of this Agreement or the written instructions

of the Trustee. The Custodian shall maintain continuous custody of all

Custodian's Mortgage Files received by it in secure and fire resistant

facilities in accordance with customary standards for such custody, and shall

segregate and identify the Mortgage Loan Files by pool on its automated data

system.



           In the event that (i) the Purchaser, a Seller, the Master Servicer,

the Trustee, the Securities Administrator or the Custodian shall be served by

a third party with any type of levy, attachment, writ or court order with

respect to the Custodian's Mortgage File or any document included within the

Custodian's Mortgage File or (ii) a third party shall institute any court





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proceeding by which the Custodian's Mortgage File or a document included

within the Custodian's Mortgage File shall be required to be delivered

otherwise than in accordance with the provisions of this Agreement, the party

receiving such notice shall promptly deliver or cause to be delivered to the

other parties to this Agreement, copies of all court papers, orders, documents

and other materials concerning such proceedings. The Custodian shall, to the

extent permitted by law, continue to hold and maintain any portion of the

Custodian's Mortgage File that is the subject of such proceedings pending a

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