UNDERWRITING AGREEMENT

EXHIBIT 1.1

WACHOVIA BANK

COMMERCIAL MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2007-C32

UNDERWRITING AGREEMENT

Charlotte, North Carolina

June 22, 2007

WACHOVIA CAPITAL MARKETS, LLC

301 South College Street

One Wachovia Center

Charlotte, North Carolina 28288

BARCLAYS CAPITAL INC.

200 Park Avenue

New York, NY 10166

GOLDMAN, SACHS & CO.

85 Broad Street

New York, New York 10004

Dear Sirs:

Wachovia Commercial Mortgage Securities, Inc., a North Carolina

corporation (the "Company"), intends to issue its Wachovia Bank Commercial

Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C32

(the "Certificates"), in thirty (30) classes (each, a "Class") as designated in

the Prospectus Supplement (as defined below). Pursuant to this underwriting

agreement (the "Agreement"), the Company further proposes to sell to Wachovia

Capital Markets, LLC ("Wachovia Securities"), Barclays Capital Inc. ("Barclays

Capital") and Goldman, Sachs & Co. ("Goldman Sachs") and each of Wachovia

Securities, Barclays Capital and Goldman Sachs, individually, an "Underwriter"

and, collectively, the "Underwriters") the Certificates set forth in Schedule I

hereto (the "Underwritten Certificates") in the respective original principal

amounts or notional amounts set forth in Schedule I. The Certificates represent

in the aggregate the entire beneficial ownership interest in a trust fund (the

"Trust Fund") consisting of a segregated pool (the "Mortgage Pool") of one

hundred forty-two (142) mortgage loans (the "Mortgage Loans") having an

approximate aggregate principal balance of $3,823,853,069 as of the Cut-Off Date

secured by first liens on certain fee or leasehold interests in multifamily and

commercial properties (the "Mortgaged Properties"). The Certificates will be

issued on June 28, 2007 (the "Closing Date"), pursuant to a pooling and

servicing agreement (the "Pooling and Servicing Agreement"), dated as of June 1,

2007 among the Company, Wachovia Bank, National Association, as master servicer

(in such capacity, the "Master Servicer"), CWCapital Asset Management LLC, as

special servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as

trustee (the "Trustee"). One hundred twenty-five (125) of the Mortgage Loans

(the "Wachovia Mortgage Loans"), having an aggregate principal balance of

$3,742,335,069 as of the Cut-Off Date, were acquired by the Company from

Wachovia Bank, National Association ("Wachovia") pursuant to a mortgage loan

purchase agreement, dated as of June 1, 2007 (the "Wachovia Mortgage Loan

Purchase Agreement"), between Wachovia and the Company. Seventeen (17) of the

Mortgage Loans (the "Artesia Mortgage Loans", having an aggregate principal

balance of $81,518,000 as of the Cut-Off Date, were acquired by the Company from

Artesia Mortgage Capital Corporation ("Artesia") pursuant to a mortgage loan

purchase agreement, dated as of June 1, 2007 (the "Artesia Mortgage Loan

Purchase Agreement"). Each of Wachovia and Artesia is referred to herein,

individually, as a "Mortgage Loan Seller" and, together, as the "Mortgage Loan

Sellers".

Two (2) separate real estate mortgage investment conduit ("REMIC")

elections will be made with respect to certain portions of the Trust Fund for

federal income tax purposes. The Underwritten Certificates and the Mortgage Pool

are described more fully in Schedule I hereto and in a registration statement

furnished to you by the Company.

Capitalized terms used but not otherwise defined herein shall have

the respective meanings assigned to them in the Pooling and Servicing Agreement.

1. Representations and Warranties. (a) The Company represents and

warrants to, and agrees with, each Underwriter that:

(i) The Company has filed with the Securities and Exchange

Commission (the "Commission") a registration statement (No. 333-131262) on

Form S-3 for the registration of Commercial Mortgage Pass-Through

Certificates, issuable in series, including the Underwritten Certificates,

under the Securities Act of 1933, as amended (the "1933 Act"), which

registration statement has become effective and a copy of which, as

amended to the date hereof, has heretofore been delivered to you. The

Company meets the requirements for use of Form S-3 under the 1933 Act, and

such registration statement, as amended at the date hereof, meets the

requirements set forth in Rule 415(a)(1)(x) under the 1933 Act and

complies in all other material respects with the 1933 Act and the rules

and regulations thereunder. The Company proposes to file with the

Commission, with your consent, pursuant to Rule 424 under the 1933 Act, a

supplement dated June 22, 2007, as supplemented by the Supplement (to

accompany prospectus supplement dated June 22, 2007 to prospectus dated

October 19, 2006), dated June 27, 2007 (as supplemented, the "Prospectus

Supplement"), to the prospectus dated October 19, 2006 (the "Base

Prospectus"), relating to the Underwritten Certificates and the method of

distribution thereof, and has previously advised you of all further

information (financial and other) with respect to the Underwritten

Certificates and the Mortgage Pool to be set forth therein. Such

registration statement (No. 333-131262), including all exhibits thereto,

is referred to herein as the "Registration Statement"; and the Base

Prospectus and the Prospectus Supplement, together with any amendment

thereof or supplement thereto authorized by the Company prior to the

Closing Date for use in connection with the offering of the Underwritten

Certificates, are hereinafter called the "Prospectus". As used herein,

"Pool Information" means the mortgage pool information reflected in the

Master Tape and the Prospectus Supplement. The "Master Tape" shall mean

the compilation of information and data regarding the Mortgage Loans

covered by the letters rendered by KPMG LLP (a "hard copy" of which Master

Tape was produced on behalf of the Mortgage Loan Sellers) described in

Section 6(h)(ii) of this Agreement.

(ii) As of the date hereof, as of the Time of Sale (as defined

herein), as of the date on which the Prospectus Supplement is first filed

pursuant to Rule 424 under the 1933 Act, as of the date on which, prior to

the Closing Date, any amendment to the Registration Statement becomes

effective, as of the date on which any supplement to the Prospectus

Supplement is filed with the Commission, and as of the Closing Date, (i)

the Registration Statement, as amended as of any such time, and the

Prospectus, as amended or supplemented as of any such time, complies and

will comply in all material respects with the applicable requirements of

the 1933 Act and the rules and regulations thereunder, (ii) the

Registration Statement, as amended as of any such time, does not include

and will not include any untrue statement of a material fact and does not

omit and will not omit to state any material fact required to be stated

therein or necessary in order to make the statements therein not

misleading, and

(iii) the Prospectus, as amended or supplemented as of any

such time, does not include and will not include any untrue statement of a

material fact and does not omit and will not omit to state any material

fact necessary in order to make the statements therein, in the light of

the circumstances under which they were made, not misleading; provided,

however, that the Company makes no representations or warranties as to (x)

statements contained in or omitted from the Registration Statement or the

Prospectus or any amendment or supplement thereto made in reliance upon

and in conformity with information furnished in writing to the Company by

or on behalf of any Underwriter specifically for use in the Registration

Statement and the Prospectus (such information being identified in Section

8(b) hereof), (y) the Mortgage Loan Seller Covered Information (as defined

in Section 8 hereof) or (z) any information with respect to which any of

the Master Servicer (the "Master Servicer Covered Information"), the

Special Servicer (the "Special Servicer Covered Information") or the

Trustee (the "Trustee Covered Information") provides indemnification

pursuant to the Master Servicer Indemnification Agreement, the Special

Servicer Indemnification Agreement or the Trustee Indemnification

Agreement, as applicable (as each is defined in Section 6 hereof).

(iv) The Company has been duly incorporated and is validly

existing as a corporation in good standing under the laws of the State of

North Carolina with corporate power and authority to own, lease or operate

its properties and to conduct its business as now conducted by it and to

enter into and perform its obligations under this Agreement and the

Pooling and Servicing Agreement; and the Company is duly qualified as a

foreign corporation to transact business and is in good standing in each

jurisdiction in which such qualification is required, whether by reason of

the ownership or leasing of property or the conduct of business.

(v) As of the date hereof, as of the Time of Sale (as defined

herein), as of the date on which the Prospectus Supplement is first filed

pursuant to Rule 424 under the 1933 Act, as of the date on which, prior to

the Closing Date, any amendment to the Registration Statement becomes

effective, as of the date on which any supplement to the Prospectus

Supplement is filed with the Commission, and as of the Closing Date, there

has not and will not have been (i) any request by the Commission for any

further amendment to the Registration Statement or the Prospectus or for

any additional information, (ii) any issuance by the Commission of any

stop order suspending the effectiveness of the Registration Statement or

the institution or threat of any proceeding for that purpose or (iii) any

notification with respect to the suspension of the qualification of the

Underwritten Certificates for sale in any jurisdiction or any initiation

or threat of any proceeding for such purpose.

(vi) Each of this Agreement, the Pooling and Servicing

Agreement and each Mortgage Loan Purchase Agreement has been duly

authorized, executed and delivered by the Company and each of this

Agreement, the Pooling and Servicing Agreement, and each Mortgage Loan

Purchase Agreement constitutes legal, valid and binding agreements of the

Company, enforceable against the Company in accordance with their

respective terms, except as enforceability may be limited by (i)

bankruptcy, insolvency, reorganization, receivership, moratorium or other

similar laws affecting the enforcement of the rights of creditors

generally, (ii) general principles of equity, whether enforcement is

sought in a proceeding in equity or at law, and (iii) public policy

considerations underlying the securities laws, to the extent that such

public policy considerations limit the enforceability of the provisions of

this Agreement, the Pooling and Servicing Agreement or any Mortgage Loan

Purchase Agreement that purport to provide indemnification from securities

law liabilities.

(vii) As of the Closing Date, the Underwritten Certificates,

the Pooling and Servicing Agreement and the Mortgage Loan Purchase

Agreements will conform in all material respects to the respective

descriptions thereof contained in the Prospectus, the Registration

Statement and the Time of Sale Information. As of the Closing Date, the

Underwritten Certificates will be duly and validly authorized and, when

delivered in accordance with the Pooling and Servicing Agreement to you

against payment therefor as provided herein, will be duly and validly

issued and outstanding and entitled to the benefits of the Pooling and

Servicing Agreement.

(viii) The Company is not in violation of its certificate of

incorporation or by laws or in default under any agreement, indenture or

instrument the effect of which violation or default would be material to

the Company or which violation or default would have a material adverse

affect on the performance of its obligations under this Agreement, the

Pooling and Servicing Agreement or any Mortgage Loan Purchase Agreement.

Neither the issuance and sale of the Underwritten Certificates, nor the

execution and delivery by the Company of this Agreement, any Mortgage Loan

Purchase Agreement or the Pooling and Servicing Agreement nor the

consummation by the Company of any of the transactions herein or therein

contemplated, nor compliance by the Company with the provisions hereof or

thereof, did, does or will conflict with or result in a breach of any term

or provision of the certificate of incorporation or by laws of the Company

or conflict with, result in a breach, violation or acceleration of, or

constitute a default (or an event which, with the passing of time or

notification, or both, would constitute a default) under, the terms of any

indenture or other agreement or instrument to which the Company is a party

or by which it or any material asset is bound, or any statute, order or

regulation applicable to the Company of any court, regulatory body,

administrative agency or governmental body having jurisdiction over the

Company.

(ix) There is no action, suit or proceeding against the

Company pending, or, to the knowledge of the Company, threatened, before

any court, arbitrator, administrative agency or other tribunal (i)

asserting the invalidity of this Agreement, the Pooling and Servicing

Agreement, any Mortgage Loan Purchase Agreement or the Underwritten

Certificates, (ii) seeking to prevent the issuance of the Underwritten

Certificates or the consummation of any of the transactions contemplated

by this Agreement, (iii) that might materially and adversely affect the

performance by the Company of its obligations under, or the validity or

enforceability of, this Agreement, the Pooling and Servicing Agreement,

any Mortgage Loan Purchase Agreement or the Underwritten Certificates or

(iv) seeking to affect adversely the federal income tax attributes of the

Underwritten Certificates as described in the Prospectus.

(x) There are no contracts, indentures or other documents of a

character required by the 1933 Act or by the rules and regulations

thereunder to be described or referred to in the Registration Statement or

the Prospectus or to be filed as exhibits to the Registration Statement

which have not been so described or referred to therein or so filed or

incorporated by reference as exhibits thereto.

(xi) No authorization, approval or consent of any court or

governmental authority or agency is necessary in connection with the

offering or sale of the Underwritten Certificates pursuant to this

Agreement, except such as have been, or as of the Closing Date will have

been, obtained or such as may otherwise be required under applicable state

securities laws in connection with the purchase and offer and sale of the

Underwritten Certificates by the Underwriters and any recordation of the

respective assignments of the Mortgage Loans to the Trustee pursuant to

the Pooling and Servicing Agreement that have not been completed.

(xii) The Company possesses all material licenses,

certificates, authorities or permits issued by the appropriate state,

federal or foreign regulatory agencies or bodies necessary to conduct the

business now operated by it, and the Company has not received any notice

of proceedings relating to the revocation or modification of any such

license, certificate, authority or permit which, singly or in the

aggregate, if the subject of any unfavorable decision, ruling or finding,

would materially and adversely affect the condition, financial or

otherwise, or the earnings, business affairs or business prospects of the

Company.

(xiii) Any taxes, fees and other governmental charges in

connection with the execution and delivery of this Agreement and the

delivery and sale of the Underwritten Certificates (other than such

federal, state and local taxes as may be payable on the income or gain

recognized therefrom) have been or will be paid at or prior to the Closing

Date.

(xiv) Neither the Company nor the Trust Fund is, and neither

the sale of the Underwritten Certificates in the manner contemplated by

the Prospectus nor the activities of the Trust Fund pursuant to the

Pooling and Servicing Agreement will cause the Company or the Trust Fund

to be, an "investment company" or under the control of an "investment

company" as such terms are defined in the Investment Company Act of 1940,

as amended (the "Investment Company Act").

(xv) Under generally accepted accounting principles ("GAAP")

and for federal income tax purposes, the Company reported the transfer of

the Mortgage Loans to the Trustee in exchange for the Certificates and

will report the sale of the Underwritten Certificates to the Underwriters

pursuant to this Agreement as a sale of the interests in the Mortgage

Loans evidenced by the Underwritten Certificates. The consideration

received by the Company upon the sale of the Underwritten Certificates to

the Underwriters will constitute reasonably equivalent value and fair

consideration for the Underwritten Certificates. The Company will be

solvent at all relevant times prior to, and will not be rendered insolvent

by, the sale of the Underwritten Certificates to the Underwriters. In

addition, the Company was solvent at all relevant times prior to, and was

not rendered insolvent by, the transfer of the Mortgage Loans to the

Trustee on behalf of the Trust Fund. The Company is not selling the

Underwritten Certificates to the Underwriters and did not transfer the

Mortgage Loans to the Trustee on behalf of the Trust Fund with any intent

to hinder, delay or defraud any of the creditors of the Company.

(xvi) At the Closing Date, the respective classes of

Underwritten Certificates shall continue to have maintained ratings no

lower than those set forth in Schedule I hereto by the nationally

recognized statistical rating organizations identified in Schedule I

hereto (individually and collectively, the "Rating Agency").

(xvii) The Company is not, and on the date on which the

initial bona fide offer of the Underwritten Certificates is made will not

be, an "ineligible issuer," as defined in Rule 405 under the 1933 Act.

(xviii) At or prior to the time when sales to investors of the

Underwritten Certificates were first made as determined in accordance with

Rule 159 of the 1933 Act (the "Time of Sale"), the Company had prepared

the following information (collectively, the "Time of Sale Information"):

each "free-writing prospectus" (as defined pursuant to Rule 405 under the

1933 Act) (a "Free Writing Prospectus") listed on Annex A hereto. If,

subsequent to the date of this Agreement, the Company and the Underwriters

have determined that such information included an untrue statement of

material fact or omitted to state a material fact necessary in order to

make the statements therein, in the light of the circumstances under which

they were made, not misleading and have terminated their old purchase

contracts and entered into new purchase contracts with purchasers of the

Underwritten Certificates, then "Time of Sale Information", in connection

with a particular purchaser of the Underwritten Certificates will refer to

the information available to such purchaser at the time of entry into the

last such new purchase contract with such particular purchaser, including

any information that corrects such material misstatements or omissions

("Corrective Information").

(xix) The Time of Sale Information, at the Time of Sale did

not, and at the Closing Date will not, contain any untrue statement of a

material fact or omit to state a material fact necessary in order to make

the statements therein, in the light of the circumstances under which they

were made, not misleading; provided that the Company makes no

representation and warranty with respect to (i) any statements or

omissions relating to any Underwriter made in reliance upon and in

conformity with information furnished to the Company in writing by such

Underwriter expressly for use in such Time of Sale Information, (ii) any

Mortgage Loan Seller Covered Information (as defined in Section 8 herein)

in such Time of Sale Information, (iii) any Master Servicer Covered

Information in such Time of Sale Information, (iv) any Special Servicer

Covered Information in such Time of Sale Information or (v) any Trustee

Covered Information in such Time of Sale Information.

(xx) Other than the Prospectus, the Company (including its

agents and representatives other than the Underwriters in their capacity

as such) has not made, used, prepared, authorized, approved or referred to

and will not prepare, make, use, authorize, approve or refer to any

"written communication" (as defined in Rule 405 under the 1933 Act) that

constitutes an offer to sell or solicitation of an offer to buy the

Underwritten Certificates other than (i) any document not constituting a

prospectus pursuant to Section 2(a)(10)(a) of the 1933 Act or Rule 134

under the 1933 Act, (ii) the Time of Sale Information and (iii) each other

written communication approved in writing in advance by the Underwriters

(each such communication referred to in clause (ii) and this clause (iii)

constituting an "issuer free writing prospectus", as defined in Rule

433(h) under the 1933 Act being referred to as an "Issuer Free Writing

Prospectus"). Each such Issuer Free Writing Prospectus complied in all

material respects with the 1933 Act, has been filed in accordance with

Section 4(b)(iv) (to the extent required thereby) and, when taken together

with all other material delivered at the Time of Sale, did not at the Time

of Sale, and at the Closing Date will not, contain any untrue statements

of a material fact or omit to state a material fact necessary in order to

make the statements therein, in the light of the circumstances under which

they were made, not misleading; provided that the Company makes no

representation and warranty with respect to (i) any statements or

omissions made in reliance upon and in conformity with information

relating to any Underwriter furnished to the Company in writing by such

Underwriter expressly for use in any Issuer Free Writing Prospectus, (ii)

any Mortgage Loan Seller Covered Information in any Issuer Free Writing

Prospectus, (iii) any Master Servicer Covered Information in any Issuer

Free Writing Prospectus, (iv) any Special Servicer Covered Information in

any Issuer Free Writing Prospectus or (v) any Trustee Covered Information

in any Issuer Free Writing Prospectus.

(b) Wachovia represents and warrants to, and agrees with, each

Underwriter, that:

(i) Wachovia is a national banking association validly

existing under the laws of the United States of America and possesses all

requisite authority, power, licenses, permits and franchises to carry on

its business as currently conducted by it and to execute, deliver and

comply with its obligations under the terms of this Agreement.

(ii) This Agreement has been duly and validly authorized,

executed and delivered by Wachovia and, assuming due authorization,

execution and delivery hereof by the Company and the Underwriters,

constitutes a legal, valid and binding obligation of Wachovia, enforceable

against Wachovia in accordance with its terms, except as such enforcement

may be limited by (x) bankruptcy, insolvency, reorganization, moratorium

and other laws affecting the enforcement of creditors' rights in general,

as they may be applied in the context of the insolvency of a national

banking association, (y) general equity principles (regardless of whether

such enforcement is considered in a proceeding in equity or at law), and

(z) public policy considerations underlying the securities laws, to the

extent that such public policy considerations limit the enforceability of

the provisions of this Agreement which purport to provide indemnification

from liabilities under applicable securities laws.

(iii) The execution and delivery of this Agreement by Wachovia

and Wachovia's performance and compliance with the terms of this Agreement

will not (A) violate Wachovia's articles of association or by laws, (B)

violate any law or regulation or any administrative decree or order to

which it is subject or (C) constitute a default (or an event which, with

notice or lapse of time, or both, would constitute a default) under, or

result in the breach of, any contract, agreement or other instrument to

which Wachovia is a party or by which Wachovia is bound.

(iv) Wachovia is not in default with respect to any order or

decree of any court or any order, regulation or demand of any federal,

state, municipal or other governmental agency or body, which default might

have consequences that would materially and adversely affect the condition

(financial or other) or operations of Wachovia or its properties or have

consequences that would materially and adversely affect its performance

hereunder.

(v) Wachovia is not a party to or bound by any agreement or

instrument or subject to any articles of association, bylaws or any other

corporate restriction or any judgment, order, writ, injunction, decree,

law or regulation that would materially and adversely affect the ability

of Wachovia to perform its obligations under this Agreement or that

requires the consent of any third person to the execution of this

Agreement or the performance by Wachovia of its obligations under this

Agreement (except to the extent such consent has been obtained).

(vi) No consent, approval, authorization or order of any court

or governmental agency or body is required for the execution, delivery and

performance by Wachovia of or compliance by Wachovia with this Agreement

or the consummation of the transactions contemplated by this Agreement

except as have previously been obtained.

(vii) No litigation is pending or, to the best of Wachovia's

knowledge, threatened against Wachovia that would assert the invalidity of

this Agreement, prohibit its entering into this Agreement or materially

and adversely affect the performance by Wachovia of its obligations under

this Agreement.

(viii) Each representation and warranty of the Company set

forth in Section 1(a) hereof is true and correct as of the date hereof or

as of the date specified in such representation and warranty.

(c) Each Underwriter represents and warrants to the Company that:

(i) In relation to each Member State of the European Economic

Area which has implemented the Prospectus Directive (each, a "Relevant

Member State"), each Underwriter has not made and will not make an offer

of Certificates to the public in that Relevant Member State prior to the

publication of a prospectus in relation to the Publicly Offered

Certificates which has been approved by the competent authority in that

Relevant Member State or, where appropriate, approved in another Relevant

Member State and notified to the competent authority in that Relevant

Member State, all in accordance with the Prospectus Directive, except that

it may, with effect from and including the relevant implementation date,

make an offer of Publicly Offered Certificates to the public in that

Relevant Member State at any time:

(A) to legal entities which are authorized or regulated to

operate in the financial markets or, if not so authorized or

regulated, whose corporate purpose is solely to invest in

securities;

(B) to any legal entity which has two or more of (1) an

average of at least 250 employees during the last financial year;

(2) a total balance sheet of more than (euro)43,000,000 and (3) an

annual net turnover of more than (euro)50,000,000, as shown in its

last annual or consolidated accounts; or

(C) in any other circumstances which do not require the

publication by the issuer of a prospectus pursuant to Article 3 of

the Prospectus Directive.

For the purposes of this provision, the expression an "offer of

Publicly Offered Certificates to the public" in relation to any

Publicly Offered Certificates in any Relevant Member State means the

communication in any form and by any means of sufficient information

on the terms of the offer and the Publicly Offered Certificates to

be offered so as to enable an investor to decide to purchase or

subscribe the Publicly Offered Certificates, as the same may be

varied in that Member State by any measure implementing the

Prospectus Directive in that Member State and the expression

"Prospectus Directive" means the European Commission Directive

2003/71/EC and includes any relevant implementing measure in each

Relevant Member State.

(ii) Each Underwriter has only communicated or caused to be

communicated and will only communicate or cause to be communicated an

invitation or inducement to engage in investment activity (within the

meaning of Section 21 of the United Kingdom Financial Services and Markets

Act 2000 (the "FSMA")) received by it in connection with the issue or sale

of the Publicly Offered Certificates in circumstances in which Section

21(1) of the FSMA does not apply to the issuer.

(iii) Each Underwriter has complied and will comply with all

applicable provisions of the FSMA with respect to anything done by it in

relation to the Publicly Offered Certificates in, from or otherwise

involving the United Kingdom.

(iv) As of the date hereof and as of the Closing Date, such

Underwriter has complied in all material respects with all of its

obligations under Section 4 hereof.

2. Purchase and Sale. Subject to the terms and conditions and in

reliance upon the representations and warranties set forth herein, the Company

agrees to sell to the Underwriters, and the Underwriters agree, severally and

not jointly, to purchase from the Company, at the applicable purchase prices set

forth in Schedule I hereto, the respective principal amounts or notional amounts

of the Underwritten Certificates set forth opposite the name of each Underwriter

set forth in Schedule II hereto, and any additional portions of the Underwritten

Certificates that any such Underwriter may be obligated to purchase pursuant to

Section 10 hereof, in all cases plus accrued interest as set forth in Schedule

I.

3. Delivery and Payment. Delivery of and payment for the

Underwritten Certificates shall be made in the manner, at the location(s), on

the Closing Date at the time specified in Schedule I hereto (or such later date

not later than ten business days after such specified date as you shall

designate), which date and time may be changed by agreement between you and the

Company or as provided in Section 10 hereof. Delivery of the Underwritten

Certificates shall be made either directly to you or through the facilities of

The Depository Trust Company ("DTC"), as specified in Schedule I hereto, for the

respective accounts of the Underwriters against payment by the respective

Underwriters of the purchase price therefor in immediately available funds wired

to such bank as may be designated by the Company, or such other manner of

payment as may be agreed upon by the Company and you. Any Class of Underwritten

Certificates to be delivered through the facilities of DTC shall be represented

by one or more global Certificates registered in the name of Cede & Co., as

nominee of DTC, which global Certificate(s) shall be placed in the custody of

DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant

to a custodial arrangement to be entered into between the Trustee or its agent

and DTC. Unless delivered through the facilities of DTC, the Underwritten

Certificates shall be in fully registered certificated form, in such

denominations and registered in such names as you may have requested in writing

not less than one full business day in advance of the Closing Date.

The Company agrees to have the Underwritten Certificates, including

the global Certificates representing the Underwritten Certificates to be

delivered through the facilities of DTC, available for inspection, checking and,

if applicable, packaging by you in Charlotte, North Carolina, not later than the

close of business (New York City time) on the business day preceding the Closing

Date.

References herein, including, without limitation, in the Schedules

hereto, to actions taken or to be taken following the Closing Date with respect

to any Underwritten Certificates that are to be delivered through the facilities

of DTC shall include, if the context so permits, actions taken or to be taken

with respect to the interests in such Certificates as reflected on the books and

records of DTC.

4. Offering by Underwriters; Free Writing Prospectuses.

(a) It is understood that the Underwriters propose to offer the

Underwritten Certificates for sale to the public, including, without limitation,

in and from the State of New York, as set forth in the Prospectus Supplement. It

is further understood that the Company, in reliance upon an exemption from the

Attorney General of the State of New York to be granted pursuant to Policy

Statement 104 and 105, has not and will not file the offering pursuant to

Section 352-e of the General Business Law of the State of New York with respect

to the Underwritten Certificates.

(b) In connection with the offering of the Underwritten

Certificates, the Underwriters may each prepare and provide to prospective

investors Free Writing Prospectuses (as defined below), or portions thereof,

which the Company is required to file with the Commission in electronic format

and will use reasonable efforts to provide to the Company such Free Writing

Prospectuses, or portions thereof, in either Microsoft Word(R) or Microsoft

Excel(R) format and not in Adobe Acrobat(R) PDF format, except to the extent

that the Company, in its sole discretion, waives such requirements, subject to

the following conditions (to which such conditions each Underwriter agrees

(provided that no Underwriter is responsible for any breach of the following

conditions by any other Underwriter)):

(i) Unless preceded or accompanied by a prospectus satisfying

the requirements of Section 10(a) of the 1933 Act, the Underwriters shall

not convey or deliver any written communication to any person in

connection with the initial offering of the Underwritten Certificates,

unless such written communication (1) is made in reliance on Rule 134

under the 1933 Act, (2) constitutes a prospectus satisfying the

requirements of Rule 430B under the 1933 Act or (3) constitutes a Free

Writing Prospectus. The Underwriter shall not convey or deliver in

connection with the initial offering of the Underwritten Certificates any

"ABS informational and computational material," as defined in Item 1101(a)

of Regulation AB under the 1933 Act ("ABS Informational and Computational

Material"), in reliance upon Rules 167 and 426 under the 1933 Act.

(ii) Each Underwriter shall deliver to the Company, no later

than two business days prior to the date of first use thereof, (a) any

Free Writing Prospectus prepared by or on behalf of the Underwriter that

contains any "issuer information," as defined in Rule 433(h) under the

1933 Act and footnote 271 of the Commission's Securities Offering Reform

Release No. 33-8591 ("Issuer Information") (which the parties hereto agree

includes, without limitation, Mortgage Loan Seller Covered Information),

and (b) any Free Writing Prospectus or portion thereof that contains only

a description of the final terms of the Underwritten Certificates.

Notwithstanding the foregoing, any Free Writing Prospectus that contains

only ABS Informational and Computational Materials may be delivered by

such Underwriter to the Company not later than the later of (a) two

business days prior to the due date for filing of the Prospectus pursuant

to Rule 424(b) under the 1933 Act or (b) the date of first use of such

Free Writing Prospectus.

(iii) Each Underwriter represents and warrants to the Company

that the Free Writing Prospectuses to be furnished to the Company by such

Underwriter pursuant to Section 4(b)(ii) will constitute all Free Writing

Prospectuses of the type described therein that were furnished to

prospective investors by such Underwriter in connection with its offer and

sale of the Underwritten Certificates.

(iv) Each Underwriter represents and warrants to the Company

that each Free Writing Prospectus required to be provided by it to the

Company pursuant to Section 4(b)(ii) did not, when read together with all

other materials delivered to investors prior to the Time of Sale, as of

the Time of Sale and at the Closing Date will not, contain any untrue

statement of a material fact, or omit any material fact necessary to make

the statements contained therein, in light of the circumstances under

which they were made, not misleading; provided, however, that such

Underwriter makes no representation to the extent such misstatements or

omissions were the result of any inaccurate Issuer Information supplied by

the Company or any Mortgage Loan Seller to such Underwriter, which

information was not corrected by Corrective Information subsequently

supplied by the Company or any Mortgage Loan Seller to such Underwriter

prior to the Time of Sale.

(v) The Company agrees to file with the Commission the

following:

(A) Any Issuer Free Writing Prospectus to the extent

required to be filed with the Commission by Rule 433 under the 1933

Act;

(B) Any Free Writing Prospectus or portion thereof

delivered by the Underwriter to the Company pursuant to Section

4(b)(ii); and

(C) Any Free Writing Prospectus for which the Company or

any person acting on its behalf provided, authorized or approved

information that is prepared and published or disseminated by a

person unaffiliated with the Company or any other offering

participant that is in the business of publishing, radio or

television broadcasting or otherwise disseminating communications.

(vi) Any Free Writing Prospectus required to be filed pursuant

to Section 4(b)(v) by the Company shall be filed with the Commission not

later than the date of first use of the Free Writing Prospectus, except

that:

(A) Any Free Writing Prospectus or portion thereof

required to be filed that contains only the description of the final

terms of the Underwritten Certificates shall be filed by the Company

with the Commission within two days of the later of the date such

final terms have been established for all classes of Underwritten

Certificates and the date of first use;

(B) Any Free Writing Prospectus or portion thereof

required to be filed that contains only ABS Informational and

Computational Material shall be filed by the Company with the

Commission not later than the later of the due date for filing the

final Prospectus relating to the Underwritten Certificates pursuant

to Rule 424(b) under the 1933 Act or two business days after the

first use of such Free Writing Prospectus;

(C) Any Free Writing Prospectus required to be filed

pursuant to Section 4(b)(v)(C) shall, if no payment has been made or

consideration has been given by or on behalf of the Company for the

Free Writing Prospectus or its dissemination, be filed by the

Company with the Commission not later than four business days after

the Company becomes aware of the publication, radio or television

broadcast or other dissemination of the Free Writing Prospectus; and

(D) The Company shall not be required to file (1) Issuer

Information contained in any Free Writing Prospectus of an

Underwriter or any other offering participant other than the

Company, if such information is included or incorporated by

reference in a prospectus or Free Writing Prospectus previously

filed with the Commission that relates to the offering of the

Underwritten Certificates, or (2) any Free Writing Prospectus or

portion thereof that contains a description of the Underwritten

Certificates or the offering of the Underwritten Certificates which

does not reflect the final terms thereof.

(vii) Each Underwriter shall file with the Commission any Free

Writing Prospectus that is used or referred to by it and distributed by or

on behalf of such Underwriter in a manner reasonably designed to lead to

its broad, unrestricted dissemination not later than the date of the first

use of such Free Writing Prospectus.

(viii) Notwithstanding the provisions of Section 4(b)(vii),

each Underwriter shall file with the Commission any Free Writing

Prospectus for which such Underwriter or any person acting on its behalf

provided, authorized or approved information that is prepared and

published or disseminated by a person unaffiliated with the Company or any

other offering participant that is in the business of publishing, radio or

television broadcasting or otherwise disseminating written communications

and for which no payment was made or consideration given by or on behalf

of the Company or any other offering participant, not later than four

business days after such Underwriter becomes aware of the publication,

radio or television broadcast or other dissemination of the Free Writing

Prospectus.

(ix) Notwithstanding the provisions of Sections 4(b)(v) and

4(b)(vii), neither the Company nor any Underwriter shall be required to

file any Free Writing Prospectus that does not contain substantive changes

from or additions to a Free Writing Prospectus previously filed with the

Commission.

(x) The Company and the Underwriters each agree that any Free

Writing Prospectuses prepared by it shall contain the following legend:

The depositor has filed a registration statement (including a

prospectus) with the SEC for the offering to which this

communication relates. Before you invest, you should read the

prospectus in that registration statement and other documents

the depositor has filed with the SEC for more complete

information about the depositor and this offering. You may get

these documents for free by visiting EDGAR on the SEC Web site

at www.sec.gov. Alternatively, the depositor, any underwriter

or any dealer participating in the offering will arrange to

send you the prospectus if you request it by calling toll-free

1-800-745-2063.

(xi) The Company and the Underwriters agree to retain all Free

Writing Prospectuses that they have used and that are not required to be

filed pursuant to this Section 4 for a period of three years following the

initial bona fide offering of the Underwritten Certificates.

(xii) In the event that the Company becomes aware that, as of

the Time of Sale, any Issuer Free Writing Prospectus contains any untrue

statement of a material fact or omits to state a material fact necessary

in order to make the statements contained therein, in light of the

circumstances under which they were made, not misleading (a "Defective

Issuer Free Writing Prospectus"), the Company shall notify the

Underwriters thereof within one business day after discovery and the

Company shall, if requested by the Underwriters, prepare and deliver to

the Underwriters a Free Writing Prospectus that corrects the material

misstatement or omission in the Defective Issuer Free Writing Prospectus

(such corrected Issuer Free Writing Prospectus, a "Corrected Issuer Free

Writing Prospectus").

(A) In the event that any Underwriter becomes aware

that, with respect to any purchaser of an Underwritten Certificate,

any Free Writing Prospectus prepared by or on behalf of such

Underwriter (each, an "Underwriter Free Writing Prospectus") and

delivered to such purchaser contained any untrue statement of a

material fact or omitted to state a material fact necessary in order

to make the statements contained therein, in light of the

circumstances under which they were made, not misleading, when

considered in conjunction with the Time of Sale Information

(together with the Defective Issuer Free Writing Prospectus, a

"Defective Free Writing Prospectus"), such Underwriter shall notify

the Company and each other Underwriter thereof within one business

day after discovery.

(B) Each Underwriter shall, if requested by the Company:

(1) if the Defective Free Writing Prospectus was

an Underwriter Free Writing Prospectus, prepare a Free Writing

Prospectus which corrects the material misstatement in or

omission from the Defective Free Writing Prospectus (together

with a Corrected Issuer Free Writing Prospectus, a "Corrected

Free Writing Prospectus");

(2) deliver the Corrected Free Writing Prospectus

to each Underwriter and the Company so that the Underwriters

can each deliver the Corrected Free Writing Prospectus to

their respective purchasers of an Underwritten Certificate

which received the Defective Free Writing Prospectus prior to

entering into a contract of sale;

(3) if after the Time of Sale, notify such

purchaser in a prominent fashion that the prior agreement to

purchase Certificates has been terminated, and of the

purchaser's rights as a result of termination of such

agreement;

(4) if after the Time of Sale, provide such

purchaser with an opportunity to affirmatively agree to

purchase the Underwritten Certificates on the terms described

in the Corrected Free Writing Prospectus; and

(5) comply with any other requirements for

reformation of the original contract of sale described in

Section IV.2.c of Commission's Securities Offering Reform

Release No. 33-8591.

(C) With respect to this subsection (xii), each

Underwriter agrees that if the Company requests that an Underwriter

prepare a Corrected Free Writing Prospectus with respect to a

Defective Free Writing Prospectus that another Underwriter prepared,

such other Underwriter will prepare the Corrected Free Writing

Prospectus and will deliver the Corrected Free Writing Prospectus to

the Company and each Underwriter so that each Underwriter may

contact its respective purchasers.

(D) To the extent any Defective Free Writing Prospectus

was defective as a result of incorrect Issuer Information being

delivered to an Underwriter, the Company shall provide such

corrected Issuer Information upon request from such Underwriter. The

Company shall also notify the other Underwriters of such incorrect

Issuer Information, to the extent it is provided notice hereunder.

(xiii) Each Underwriter covenants with the Company that after

the final Prospectus is available, such Underwriter shall not distribute

any written information concerning the Underwritten Certificates to a

prospective purchaser of an Underwritten Certificate unless such

information is preceded or accompanied by the final Prospectus.

(c) Each Underwriter further represents and warrants that it has

offered and sold Underwritten Certificates only to, or directed at, persons who:

(i) are outside the United Kingdom;

(ii) have professional experience in participating in

unregulated collective investment schemes; or

(iii) are persons falling within Article 22(2)(a) through (d)

of the Financial Services