Exhibit 99.8d EXECUTION COPY SERVICING RIGHTS PURCHASE AGREEMENT

                                                                   Exhibit 99.8d

                                                                  EXECUTION COPY

                  SERVICING RIGHTS PURCHASE AGREEMENT


            This Servicing Rights Purchase Agreement ("Agreement") is entered
into as of April 17, 2006, by and between CENTRAL MORTGAGE COMPANY, an Arkansas
corporation (the "Servicer"), and MORGAN STANLEY MORTGAGE CAPITAL INC., a New
York corporation (the "Seller").

            WHEREAS, the Seller has purchased from various originators certain
conventional, residential, adjustable rate first lien mortgage loans described
on Exhibit A hereto (the "Mortgage Loans") on a servicing released basis, which
Mortgage Loans have an aggregate unpaid principal balance of approximately
$620,382,979.38 as of March 31, 2006.

            WHEREAS, GMAC Mortgage Corporation ("GMAC" or "Interim Servicer") is
presently acting as servicer of the Mortgage Loans on behalf of the Seller
pursuant to the Servicing Agreement, dated as of May 20, 2005, and the First
Amended and Restated Servicing Agreement, dated as of January 1, 2006, each
between the Seller and GMAC and attached as Exhibit B hereto (in each case, the
"GMAC Servicing Agreement" or "Servicing Agreement");

            WHEREAS, the Seller has sold the Mortgage Loans and assigned the
Servicing Agreement to certain trusts in connection with various Securitization
Transfers; and

            WHEREAS, the Seller desires to sell, transfer and assign to the
Servicer all of its right, title and interest in and to the servicing rights
related to the Mortgage Loans (the "Servicing Rights") and the Servicer desires
to purchase and assume all right, title and interest in and to such Servicing
Rights from the Seller; and the parties desire to provide the terms and
conditions of such servicing by the Servicer.

            NOW, THEREFORE, in consideration of the mutual premises and
agreements set forth herein and for other good and valuable consideration, the
receipt and the sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

            1. Defined Terms. Unless otherwise defined herein, terms defined in
the Flow Servicing Rights Purchase and Servicing Agreement, dated as of July 25,
2005 (the "Purchase and Servicing Agreement"), between the Seller and the
Servicer, are used herein as therein defined.

            2. Sale and Purchase of Servicing Rights.

      The Seller, simultaneously with the execution and delivery of this
Agreement, does hereby sell, transfer, assign, set over and convey to the
Servicer from and after April 17, 2006 (the "Sale Date"), without recourse, but
subject to the terms of this Agreement and the applicable Servicing Agreement,
as amended, all right, title and interest of the Seller in and to the Servicing
Rights.

            The Servicer does hereby assume from and after the Sale Date,
without recourse, but subject to the terms of this Agreement, all right, title
and interest of the Seller in and to the related Servicing Rights. In addition,
the Servicer assumes all obligations of the Seller and

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related Interim Servicer with respect to the related Servicing Rights and agrees
to service the Mortgage Loans pursuant to the related Servicing Agreement, as
amended. In connection with the purchase of the Servicing Rights hereunder, the
Servicer agrees to execute an assignment and recognition agreement substantially
in the form attached hereto as Exhibit C.

            3. Servicing Rights Purchase Price; Payment of Servicing Rights
Purchase Price.

            In full consideration for the transfer and sale of Servicing Rights
on the Sale Date, Servicer shall pay to Seller an amount equal to the related
loan type applicable percentage established on the pricing matrix of the Forward
Bulk Servicing Offering attached as Exhibit D hereto (the "Servicing Rights
Purchase Price Percentage") multiplied by the aggregate unpaid principal balance
of the Mortgage Loans as of the Sale Date or other mutually agreed cut-off date.

            The Servicing Rights Purchase Price for the Servicing Rights
purchased on the Sale Date shall be paid by the Servicer to the Seller as
follows:

            (i) an amount equal to fifty percent (50%) of the Servicing Rights
Purchase Price shall be paid by Servicer to Seller on the Sale Date (such
portion of the Servicing Rights Purchase Price to be based upon the aggregate
unpaid principal balance of the Mortgage Loans as of the Sale Date or other
mutually agreed cut-off date); and

            (ii) the remainder of the Servicing Rights Purchase Price shall be
paid by the Servicer to the Seller no later than seven (7) Business Days after
the servicing transfer date, which is expected to be either June 1, 2006 or July
1, 2006 (the "Transfer Date") and receipt of the related Escrow Payments.

            4. Conveyance of Servicing Rights.

            Upon the terms and subject to the conditions of this Agreement and
the related Servicing Agreement, as amended, Seller shall, on the Transfer Date,
sell and assign to Servicer, and Servicer shall purchase and assume from Seller,
(i) all beneficial right, title, interest and obligation of Seller in and to the
specific Servicing Rights to the Mortgage Loans identified on Exhibit A hereto;
and all rights related thereto, (ii) the Monthly Advances and Servicing
Advances, (iii) the Custodial Funds and Escrow Funds, (iv) the Servicing Files,
(v) the exclusive right to enter into arrangements that generate, or to
otherwise receive, Ancillary Income.

            The Servicer shall reimburse the Seller or the applicable Interim
Servicer the amount of all unreimbursed Monthly Advances made by such Interim
Servicer prior to the Transfer Date in accordance with the Servicing Transfer
Instructions. From and after the Sale Date until the Transfer Date, the Servicer
shall be entitled to all Servicing Fees less $5.00 per month per Mortgage Loan.
Such Servicing Fees shall be paid to the Servicer five Business Days after the
May 18, 2006 remittance. From and after the Transfer Date, the Servicer shall be
entitled to all Servicing Fees to the extent such amounts are payable to it as
successor servicer pursuant to the terms of the Servicing Agreement.

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             5. Servicing Transfer Instructions.

            In connection with the transfer of Servicing Rights from Seller to
Servicer pursuant to this Agreement, Seller and Servicer shall follow the
Servicing Transfer Instructions described in the Purchase and Servicing
Agreement. Seller shall use reasonable efforts to cause the related Interim
Servicer to comply with the Servicing Transfer Instructions and the servicing
transfer provisions set forth in each applicable Servicing Agreement and to take
all steps reasonably necessary or appropriate to effectuate and evidence the
transfer of the servicing of the related Mortgage Loans to Servicer.

            6. Servicer to Act as Servicer.

            From and after the Transfer Date, the Servicer hereby agrees to
service the Mortgage Loans pursuant to the terms of the Servicing Agreement, as
amended, and shall service and administer each Mortgage Loan and have the power
and authority to do any and all things in connection with such servicing and
administration which the Servicer may deem necessary or desirable consistent
with the terms of the related Servicing Agreement.

            7. Representations and Warranties.

            Each of the Seller and the Servicer hereby makes the representations
and warranties set forth in Articles X and XI of the Purchase and Servicing
Agreement on the date hereof as if such representations and warranties were
explicitly stated herein.

            8. Servicer Information.

            With respect to the sale contemplated hereby, the Servicer agrees,
that no later than June 14, 2006, the Servicer shall provide to the Seller, in
writing and in form and substance reasonably satisfactory to the Seller , the
information and materials specified on Exhibit F hereto. The Servicer shall
provide to the Seller (i) any and all information and appropriate verification
of the information on Schedule A which may be reasonably available to the
Servicer or its affiliates, whether through letters of its auditors and counsel
or otherwise, as the Purchaser or any such other participant shall reasonably
request; and (ii) such reasonable and additional representations, warranties,
covenants, opinions of counsel, letters from auditors, and certificates of
public officials or officers of the Servicer as are reasonably believed
necessary by the Purchaser or any such other participant.

            Servicer hereby agrees to indemnify the Seller, Morgan Stanley
Capital I Inc. and each Person who controls them and their respective present
and former directors, officers, employees and agents, and hold each of them
harmless from and against any losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments, and any other costs, fees
and expenses that each of them may sustain arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in the
information provided by the Servicer as required by the preceding paragraph
regarding the Servicer or the Servicer's servicing practices set forth in any
offering document or otherwise filed with the Securities and Exchange
Commission.

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            9. Indemnification.

            (a) The Servicer agrees to indemnify and hold harmless the Seller
and its affiliates and their respective present and former directors, officers,
employees and agents and each person, if any, who controls the Seller or such
affiliate within the meaning of either Section 15 of the Securities Act of 1933,
as amended (the "1933 Act"), or Section 20 of the Securities Exchange Act of
1934, as amended (the "1934 Act"), against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the 1933 Act, the 1934 Act or other federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
in whole or in part upon any untrue statement or alleged untrue statement of a
material fact contained in the Servicer Information or any omission or alleged
omission to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading and agrees to reimburse the Seller or such affiliates and
each such officer, director, employee, agent and controlling person promptly
upon demand for any legal or other expenses reasonably incurred by any of them
in connection with investigating or defending or preparing to defend against any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that Servicer shall be liable in any such case only to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with the Servicer
Information. The foregoing indemnity is in addition to any liability which
Servicer may otherwise hav