EXHIBIT 10.9

                                                                  EXECUTION COPY


                     IXIS Capital Markets North America Inc.
                               9 West 57th Street
                            New York, New York 10019


                                                                   June 28, 2006



                               HOLDINGS FEE LETTER


Centerbrook Holdings LLC
625 Madison Avenue
New York, New York 10022

Ladies and Gentlemen:

          Reference  is made  to the  Limited  Liability  Company  Agreement  of
Centerbrook  Financial  LLC  ("Centerbrook")  dated the date hereof (as amended,
supplement or otherwise modified from time to time, the "OPERATING  AGREEMENT"),
with respect to which Centerbrook  Holdings LLC ("HOLDINGS") is the sole member.
Capitalized  terms  used  but not  defined  herein  are used  with the  meanings
assigned to them in the Operating Agreement.

          As  consideration  for the services  provided by IXIS Capital  Markets
North  America  Inc.  and its  subsidiaries  ("IXIS")  in  connection  with  the
structuring of Holdings and Centerbrook, Holdings hereby agrees to pay to IXIS a
fee, which shall accrue at a rate per annum commencing on the date hereof, equal
to (x) 0.25%  MULTIPLIED BY (y) the sum of (a) the daily notional  amount of the
CDS with  respect  to which  the  Underlying  Portfolio  Assets  are Tax  Credit
Investments PLUS (b) the daily notional amount of all other CDS, which fee shall
be payable quarterly in arrears;  PROVIDED that (i) for each day after the third
anniversary  of this Fee Letter the foregoing  percentage  shall be 0.50%,  (ii)
subject to the immediately  following clause (iii), the aggregate amount of fees
payable  hereunder  by  Holdings to IXIS shall not exceed  $7,000,000  and (iii)
unless  Centerbrook  shall have received  either a counterparty  rating of "AAA"
from S&P or a  counterparty  rating  of "Aaa"  from  Moody's,  all fees  payable
hereunder by Holdings to IXIS in excess of  $5,000,000  shall be deferred  until
the time either such counterparty ratings are received by Centerbrook.

          You  agree  that,  once  paid,  the fees or any part  thereof  payable
hereunder  shall not be  refundable  under any  circumstances.  All fees payable
hereunder shall be paid in immediately available funds.

          It is understood  and agreed that this Fee Letter shall not constitute
or give rise to any obligation to provide any financing. This Fee Letter may not
be  amended  or waived  except by an  instrument  in  writing  signed by each of
Holdings  and IXIS.  This Fee Letter  shall be  governed  by, and  construed  in
accordance  with,  the law of the  State of New  York.  This Fee  Letter  may be
executed in any number of counterparts,  each of which shall be an original, and
all of which, when taken together,  shall constitute one agreement.  Delivery of
an executed signature page of this Fee Letter by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.


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          Please  confirm  that the  foregoing  is our mutual  understanding  by
signing and returning to us an executed counterpart of this Fee Letter.


                                         Very truly yours,

                                         IXIS CAPITAL MARKETS NORTH AMERICA INC.


                                         By: /S/ N. MUMFORD
                                             --------------
                                       Name: N. Mumford
                                      Title: Managing Director



                                         By: /S/ CHRISTOPHER HAYDEN
                                             ----------------------
                                       Name: Christopher Hayden
                                      Title: Managing Director


ACCEPTED AND AGREED:

CENTERBROOK HOLDINGS LLC


   By: /S/ JAMES SPOUND
       ----------------
 Name: James Spound
Title: President


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