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Exhibit 10.57
 (THE BOND MARKET LOGO)
    
    Master RepurchaseAgreementSeptember 1996 Version
 Dated as of:
    
    January 17, 2006Between:
    
    Barclays Capital Inc.And:
    
    CSE Mortgage LLC
 1. Applicability
  2. Definitions
 (a)
    
    Act of Insolvency, with respect to any party, (i) the commencement by such party as
debtor of any case or proceeding under any bankruptcy, insolvency, reorganization,
liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the
appointment or election of a receiver, conservator, trustee, custodian or similar official
for such party or any substantial part of its property, or the convening of any meeting of
creditors for purposes of commencing any such case or proceeding or seeking such an
appointment or election, (ii) the commencement of any such case or proceeding against such
party, or another seeking such an appointment or election, or the filing against a party of
an application for a protective decree under the provisions of the Securities Investor
Protection Act of 1970, which (A) is consented to or not timely contested by such party,
(B) results in the entry of an order for relief, such an appointment or election, the
issuance of such a protective decree or the entry of an order having a similar effect, or
(C) is not dismissed within 15 days, (iii) the making by such party of a general assignment
for the benefit of creditors, or (iv) the admission in writing by such party of such
partys inability to pay such partys debts as they become due;(b)
    
    Additional Purchased Securities, Securities provided by Seller to Buyer pursuant to
Paragraph 4(a) hereof;
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(c)
    
    Buyers Margin Amount, with respect to any Transaction as of any date, the
amount obtained by application of the Buyers Margin Percentage to the Repurchase Price for
such Transaction as of such date;(d)
    
    Buyers Margin Percentage, with respect to any Transaction as of any date, a percentage
(which may be equal to the Sellers Margin Percentage) agreed to by Buyer and Seller or, in
the absence of any such agreement, the percentage obtained by dividing the Market Value of the
Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such
Transaction;(e)
    
    Confirmation, the meaning specified in Paragraph 3(b) hereof;(f)
    
    Income, with respect to any Security at any time, any principal thereof and all interest,
dividends or other distributions thereon;(g)
    
    Margin Deficit, the meaning specified in Paragraph 4(a) hereof;(h)
    
    Margin Excess, the meaning specified in Paragraph 4(b) hereof;(i)
    
    Margin Notice Deadline, the time agreed to by the parties in the relevant Confirmation,
Annex I hereto or otherwise as the deadline for giving notice requiring same-day satisfaction
of margin maintenance obligations as provided in Paragraph 4 hereof (or, in the absence of any
such agreement, the deadline for such purposes established in accordance with market
practice);(j)
    
    Market Value, with respect to any Securities as of any date, the price for such Securities
on such date obtained from a generally recognized source agreed to by the parties or the most
recent closing bid quotation from such a source, plus accrued Income to the extent not
included therein (other than any Income credited or transferred to, or applied to the
obligations of, Seller pursuant to Paragraph 5 hereof) as of such date (unless contrary to
market practice for such Securities);(k)
    
    Price Differential, with respect to any Transaction as of any date, the aggregate amount
obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price
for such Transaction on a 360 day per year basis for the actual number of days during the
period commencing on (and including) the Purchase Date for such Transaction and ending on (but
excluding) the date of determination (reduced by any amount of such Price Differential
previously paid by Seller to Buyer with respect to such Transaction);(1)
    
    Pricing Rate, the per annum percentage rate for determination of the Price Differential;(m)
    
    Prime Rate, the prime rate of U.S. commercial banks as published in The Wall Street
Journal (or, if more than one such rate is published, the average of such rates);(n)
    
    Purchase Date, the date on which Purchased Securities are to be transferred by Seller to
Buyer;
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(o)
    
    Purchase Price, (i) on the Purchase Date, the price at which Purchased
Securities are transferred by Seller to Buyer, and (ii) thereafter, except where Buyer and
Seller agree otherwise, such price increased by the amount of any cash transferred by Buyer to
Seller pursuant to Paragraph 4(b) hereof and decreased by the amount of any cash transferred
by Seller to Buyer pursuant to Paragraph 4(a) hereof or applied to reduce Sellers obligations
under clause (ii) of Paragraph 5 hereof;(p)
    
    Purchased Securities, the Securities transferred by Seller to Buyer in a Transaction
here-under, and any Securities substituted therefore in accordance with Paragraph 9 hereof.
The term Purchased Securities with respect to any Transaction at any time also shall include
Additional Purchased Securities delivered pursuant to Paragraph 4(a) hereof and shall exclude
Securities returned pursuant to Paragraph 4(b) hereof;(q)
    
    Repurchase Date, the date on which Seller is to repurchase the Purchased Securities from
Buyer, including any date determined by application of the provisions of Paragraph 3(c) or 11
hereof;(r)
    
    Repurchase Price, the price at which Purchased Securities are to be transferred from Buyer to
Seller upon termination of a Transaction, which will be determined in each case (including
Transactions terminable upon demand) as the sum of the Purchase Price and the Price
Differential as of the date of such determination;(s)
    
    Sellers Margin Amount, with respect to any Transaction as of any date, the amount
obtained by application of the Sellers Margin Percentage to the Repurchase Price for
such Transaction as of such date;(t)
    
    Sellers Margin Percentage, with respect to any Transaction as of any date, a percentage
(which may be equal to the Buyers Margin Percentage) agreed to by Buyer and Seller or, in the
absence of any such agreement, the percentage obtained by dividing the Market Value of the
Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such
Transaction.
 3. Initiation; Confirmation; Termination
 (a)
    
    An agreement to enter into a Transaction may be made orally or in writing at the initiation
of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities
shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an
account of Seller.(b)
    
    Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be
agreed, shall promptly deliver to the other party a written confirmation of each Transaction
(a Confirmation). The Confirmation shall describe the Purchased Securities (including CUSIP
number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the
Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on
demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any
additional terms or conditions of the Transaction not inconsistent with this Agreement. The
Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms
agreed between Buyer and Seller with respect to the Transaction to which the Confirmation
relates, unless with
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(c)
    
    In the case of Transactions terminable upon demand, such demand shall be made by Buyer or
Seller, no later than such time as is customary in accordance with market practice, by
telephone or otherwise on or prior to the business day on which such termination will be
effective. On the date specified in such demand, or on the date fixed for termination in the
case of Transactions having a fixed term, termination of the Transaction will be effected by
transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof
received by Buyer (and not previously credited or transferred to, or applied to the
obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase
Price to an account of Buyer.
 4. Margin Maintenance
 (a)
    
    If at any time the aggregate Market Value of all Purchased Securities subject to all
Transactions in which a particular party hereto is acting as Buyer is less than the aggregate
Buyers Margin Amount for all such Transactions (a Margin Deficit), then Buyer may by notice
to Seller require Seller in such Transactions, at Sellers option, to transfer to Buyer cash
or additional Securities reasonably acceptable to Buyer (Additional Purchased Securities),
so that the cash and aggregate Market Value of the Purchased Securities, including any such
Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyers Margin
Amount (decreased by the amount of any Margin Deficit as of such date arising from any
Transactions in which such Buyer is acting as Seller).(b)
    
    If at any time the aggregate Market Value of all Purchased Securities subject to all
Transactions in which a particular party hereto is acting as Seller exceeds the aggregate
Sellers Margin Amount for all such Transactions at such time (a Margin Excess), then Seller
may by notice to Buyer require Buyer in such Transactions, at Buyers option, to transfer cash
or Purchased Securities to Seller, so that the aggregate Market Value of the Purchased
Securities, after deduction of any such cash or any Purchased Securities so transferred, will
thereupon not exceed such aggregate Sellers Margin Amount (increased by the amount of any
Margin Excess as of such date arising from any Transactions in which such Seller is acting as
Buyer).(c)
    
    If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at
or before the Margin Notice Deadline on any business day, the party receiving such notice
shall transfer cash or Additional Purchased Securities as provided in such subparagraph no
later than the close of business in the relevant market on such day. If any such notice is
given after the Margin Notice Deadline, the party receiving such notice shall transfer such
cash or Securities no later than the close of business in the relevant market on the next
business day following such notice.(d)
    
    Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as
shall be agreed upon by Buyer and Seller.
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(e)
    
    Seller and Buyer may agree, with respect to any or all Transactions
hereunder, that the respective rights of Buyer or Seller (or both) under subparagraphs
(a) and (b) of this Paragraph may be exercised only where a Margin Deficit or Margin
Excess, as the case may be, exceeds a specified dollar amount or a specified percentage
of the Repurchase Prices for such Transactions (which amount or percentage shall be
agreed to by Buyer and Seller prior to entering into any such Transactions).(f)
    
    Seller and Buyer may agree, with respect to any or all Transactions hereunder, that
the respective rights of Buyer and Seller under subparagraphs (a) and (b) of this
Paragraph to require the elimination of a Margin Deficit or a Margin Excess, as the case
may be, may be exercised whenever such a Margin Deficit or Margin Excess exists with
respect to any single Transaction hereunder (calculated without regard to any other
Transaction outstanding under this Agreement).
 5. Income Payments
  6. Security Interest
  7. Payment and Transfer
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8. Segregation of Purchased Securities
  Required Disclosure for Transactions in Which the Seller
Retains Custody of the Purchased Securities
  
 b
 b
 9. Substitution
 (a)
    
    Seller may, subject to agreement with and acceptance by Buyer, substitute other
Securities for any Purchased Securities. Such substitution shall be made by transfer to
Buyer of such other Securities and transfer to Seller of such Purchased Securities. After
substitution, the substituted Securities shall be deemed to be Purchased Securities.(b)
    
    In Transactions in which Seller retains custody of Purchased Securities, the parties
expressly agree that Buyer shall be deemed, for purposes of subparagraph (a) of this
Paragraph, to have agreed to and accepted in this Agreement substitution by Seller of other
Securities for Purchased Securities; provided, however, that such other Securities shall
have a Market Value at least equal to the Market Value of the Purchased Securities for which
they are substituted.
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10. Representations
  11. Events of Default
  (a)
    
    The nondefaulting party may, at its option (which option shall be deemed to have been
exercised immediately upon the occurrence of an Act of Insolvency), declare an Event of
Default to have occurred hereunder and, upon the exercise or deemed exercise of such
option, the Repurchase Date for each Transaction hereunder shall, if it has not already
occurred, be deemed immediately to occur (except that, in the event that the Purchase Date
for any Transaction has not yet occurred as of the date of such exercise or deemed
exercise, such Transaction shall be deemed immediately canceled). The nondefaulting party
shall (except upon the occurrence of an Act of Insolvency) give notice to the defaulting
party of the exercise of such option as promptly as practicable.(b)
    
    In all Transactions in which the defaulting party is acting as Seller, if the
nondefaulting party exercises or is deemed to have exercised the option referred to in
subparagraph (a) of this Paragraph, (i) the defaulting partys obligations in such
Transactions to repurchase all Purchased Securities, at the Repurchase Price therefore on
the Repurchase Date determined in accordance with subparagraph (a) of this Paragraph,
shall thereupon become immediately due and payable, (ii) all Income paid after such
exercise or deemed exercise shall be retained by the nondefaulting party and applied to
the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party
hereunder, and (iii) the defaulting party shall immediately deliver to the nondefaulting
party any Purchased Securities subject to such Transactions then in the defaulting partys
possession or control.
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(c)
    
    In all Transactions in which the defaulting party is acting as Buyer, upon
tender by the nondefaulting party of payment of the aggregate Repurchase Prices for all such
Transactions, all right, title and interest in and entitlement to all Purchased Securities
subject to such Transactions shall be deemed transferred to the nondefaulting party, and the
defaulting party shall deliver all such Purchased Securities to the nondefaulting party.(d)
    
    If the nondefaulting party exercises or is deemed to have exercised the option referred to in
subparagraph (a) of this Paragraph, the nondefaulting party, without prior notice to the
defaulting party, may:
 (i)
    
    as to Transactions in which the defaulting party is acting as Seller, (A) immediately
sell, in a recognized market (or otherwise in a commercially reasonable manner) at such
price or prices as the nondefaulting party may reasonably deem satisfactory, any or all
Purchased Securities subject to such Transactions and apply the proceeds thereof to the
aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party
hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such
Purchased Securities, to give the defaulting party credit for such Purchased Securities in
an amount equal to the price therefore on such date, obtained from a generally recognized
source or the most recent closing bid quotation from such a source, against the aggregate
unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder;
and(ii)
    
    as to Transactions in which the defaulting party is acting as Buyer, (A) immediately
purchase, in a recognized market (or otherwise in a commercially reasonable manner) at
such price or prices as the nondefaulting party may reasonably deem satisfactory,
securities (Replacement Securities) of the same class and amount as any Purchased
Securities that are not delivered by the defaulting party to the nondefaulting party as
required hereunder or (B) in its sole discretion elect, in lieu of purchasing Replacement
Securities, to be deemed to have purchased Replacement Securities at the price therefor on
such date, obtained from a generally recognized source or the most recent closing offer
quotation from such a source.
  (e)
    
    As to Transactions in which the defaulting party is acting as Buyer, the defaulting party
shall be liable to the nondefaulting party for any excess of the price paid (or deemed paid)
by the nondefaulting party for Replacement Securities over the Repurchase Price for the
Purchased Securities replaced thereby and for any amounts payable by the defaulting party
under Paragraph 5 hereof or otherwise hereunder.(f)
    
    For purposes of this Paragraph 11, the Repurchase Price for each Transaction hereunder
in respect of which the defaulting party is acting as Buyer shall not increase above the
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(g)
    
    The defaulting party shall be liable to the nondefaulting party for (i) the amount
of all reasonable legal or other expenses incurred by the nondefaulting party in
connection with or as a result of an Event of Default, (ii) damages in an amount equal to
the cost (including all fees, expenses and commissions) of entering into replacement
transactions and entering into or terminating hedge transactions in connection with or as
a result of an Event of Default, and (iii) any other loss, damage, cost or expense
directly arising or resulting from the occurrence of an Event of Default in respect of a
Transaction.(h)
    
    To the extent permitted by applicable law, the defaulting party shall be liable to
the non-defaulting party for interest on any amounts owing by the defaulting party
hereunder, from the date the defaulting party becomes liable for such amounts hereunder
until such amounts are (i) paid in full by the defaulting party or (ii) satisfied in full
by the exercise of the nondefaulting partys rights hereunder. Interest on any sum
payable by the defaulting party to the nondefaulting party under this Paragraph 1l(h)
shall be at a rate equal to the greater of the Pricing Rate for the relevant Transaction
or the Prime Rate.(i)
    
    The nondefaulting party shall have, in addition to its rights hereunder, any rights
otherwise available to it under any other agreement or applicable law.
 12. Single Agreement
  13. Notices and Other Communications
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14. Entire Agreement; Severability
  15. Non-assignability; Termination
 (a)
    
    The rights and obligations of the parties under this Agreement and under any
Transaction shall not be assigned by either party without the prior written consent of the
other party, and any such assignment without the prior written consent of the other party
shall be null and void. Subject to the foregoing, this Agreement and any Transactions
shall be binding upon and shall inure to the benefit of the parties and their respective
successors and assigns. This Agreement may be terminated by either party upon giving
written notice to the other, except that this Agreement shall, notwithstanding such
notice, remain applicable to any Transactions then outstanding.(b)
    
    Subparagraph (a) of this Paragraph 15 shall not preclude a party from assigning,
charging or otherwise dealing with all or any part of its interest in any sum payable to
it under Paragraph 11 hereof.
 16. Governing Law
  17. No Waivers, Etc.
  18. Use of Employee Plan Assets
 (a)
    
    If assets of an employee benefit plan subject to any provision of the Employee
Retirement Income Security Act of 1974 (ERISA) are intended to be used by either party
hereto (the Plan Party) in a Transaction, the Plan Party shall so notify the other party
prior to the Transaction. The Plan Party shall represent in writing to the other party
that the Transaction does not constitute a prohibited transaction under ERISA or is
otherwise exempt therefrom, and the other party may proceed in reliance thereon but shall
not be required so to proceed.
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(b)
    
    Subject to the last sentence of subparagraph (a) of this Paragraph, any such
Transaction shall proceed only if Seller furnishes or has furnished to Buyer its most
recent available audited statement of its financial condition and its most recent
subsequent unaudited statement of its financial condition.(c)
    
    By entering into a Transaction pursuant to this Paragraph, Seller shall be deemed (i)
to represent to Buyer that since the date of Sellers latest such financial statements,
there has been no material adverse change in Sellers financial condition which Seller has
not disclosed to Buyer, and (ii) to agree to provide Buyer with future audited and
unaudited statements of its financial condition as they are issued, so long as it is a
Seller in any outstanding Transaction involving a Plan Party.
 19. Intent
 (a)
    
    The parties recognize that each Transaction is a repurchase agreement as that term
is defined in Section 101 of Title 11 of the United States Code, as amended (except
insofar as the type of Securities subject to such Transaction or the term of such
Transaction would render such definition inapplicable), and a securities contract as
that term is defined in Section 741 of Title 11 of the United States Code, as amended
(except insofar as the type of assets subject to such Transaction would render such
definition inapplicable).(b)
    
    It is understood that either partys right to liquidate Securities delivered to it in
connection with Transactions hereunder or to exercise any other remedies pursuant to
Paragraph 11 hereof is a contractual right to liquidate such Transaction as described in
Sections 555 and 559 of Title 11 of the United States Code, as amended.(c)
    
    The parties agree and acknowledge that if a party hereto is an insured depository
institution, as such term is defined in the Federal Deposit Insurance Act, as amended
(FDIA), then each Transaction hereunder is a qualified financial contract, as that
term is defined in FDIA and any rules, orders or policy statements thereunder (except
insofar as the type of assets subject to such Transaction would render such definition
inapplicable).(d)
    
    It is understood that this Agreement constitutes a netting contract as defined in
and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of
1991 (FDICIA) and each payment entitlement and payment obligation under any Transaction
hereunder shall constitute a covered contractual payment entitlement or covered
contractual payment obligation, respectively, as defined in and subject to FDICIA (except
insofar as one or both of the parties is not a financial institution as that term is
defined in FDICIA).
 20. Disclosure Relating to Certain Federal Protections
  (a)
    
    in the case of Transactions in which one of the parties is a broker or dealer
registered with the Securities and Exchange Commission (SEC) under Section 15 of the
Securities Exchange Act of 1934 (1934 Act), the Securities Investor Protection
Corporation has
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(b)
    
    in the case of Transactions in which one of the parties is a government securities broker or
a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIP
A will not provide protection to the other party with respect to any Transaction hereunder;
and(c)
    
    In the case of Transactions in which one of the parties is a financial institution, funds
held by the financial institution pursuant to a Transaction hereunder are not a deposit and
therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit
Union Share Insurance Fund, as applicable.
 Barclays Capital Inc.
    
    
    
    CSE Mortgage LLCBy:
    
    /s/ Bill Lent
    
    
    
    By:
    
    /s/ Thomas A. FinkTitle:
    
    Director
    
    
    
    Title:
    
    Chief Financial Officer &Senior Vice President FinanceDate:
    
    1/19/06
    
    
    
    Date:
    
    1/19/05
 § §




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ANNEX I  SUPPLEMENTAL TERMS AND CONDITIONS
  Other Applicable Annexes
  Definitions
  provided, however,
 Minimum Transfer Amount
  Purchase Price Maintenance




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Submission to Jurisdiction and Waiver of Immunity
   Resale of Purchased Securities
  Delivery by Buyer of Purchased Securities on Repurchase Date
 Intent




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CSE MORTGAGE LLC
    
    
    
    BARCLAYS CAPITAL INC.By:
    
    /s/ Thomas A. Fink
    
    
    
    By:
    
    /s/ Bill LentName:
    
    Thomas A. Fink
    
    
    
    Name:
    
    DirectorTitle:
    
    Chief Financial Officer &
    
    
    
    Title:
    
    1/19/06Senior Vice President Finance




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ANNEX II  NAMES AND ADDRESSES FOR COMMUNICATIONS BETWEEN PARTIES
 BARCLAYS CAPITAL
 For all legal notices under this Agreement:
 
 with a copy
 
 For operational questions or problems:
 
 CSE MORTGAGE LLC