Exhibit 1
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Deloitte & Touche LLP | ||
3 Second Street | ||
Suite 301 | ||
Harborside Plaza 10 | ||
Jersey City, NJ 07302 | ||
USA | ||
Tel: +1 212 937 8202 | ||
www.deloitte.com |
Wells Fargo Commercial Mortgage Securities, Inc. 30 Hudson Yards New York, New York 10001 |
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Independent Accountants’ Report
on Applying Agreed-Upon Procedures
We have performed the procedures described below related to certain information with respect to a commercial mortgage loan in connection with the proposed offering of certain classes of WHARF Commercial Mortgage Trust 2025-DC, Commercial Mortgage Pass-Through Certificates, Series 2025-DC. Wells Fargo Commercial Mortgage Securities, Inc. (the “Company”) is responsible for the information provided to us, including the information set forth in the Data File (as defined herein).
The Company has agreed to the procedures and acknowledged that the procedures performed are appropriate to meet the intended purpose of evaluating the accuracy of certain information set forth in the Data File. Additionally, Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, Goldman Sachs Bank USA, Goldman Sachs Mortgage Company, Morgan Stanley & Co. LLC and Morgan Stanley Mortgage Capital Holdings LLC (collectively with the Company, the “Specified Parties”) have agreed to the procedures and acknowledged that the procedures performed are appropriate for their purposes. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. Consequently, we make no representations regarding the appropriateness of the procedures described below either for the purpose for which this report has been requested or for any other purpose.
We performed certain procedures on earlier versions of the Data File and communicated differences prior to being provided the final Data File which was subjected to the procedures described below.
Capitalized terms used but not defined herein are used with the meanings as described in “The Bond Market Association's Standard Formulas for the Analysis of Mortgage-Backed Securities and Other Related Securities.”
Procedures and Findings
On June 5, 2025, representatives of the Company provided us with a computer-generated mortgage loan data file and related record layout (the “Data File”) containing one mortgage loan that is secured by 25 mortgaged properties (the “Mortgage Loan”).
From May 8, 2025 through June 5, 2025, representatives of the Company provided us with certain Source Documents (as defined in the attached Appendix A) related to the Mortgage Loan.
Member of | |
Deloitte Touche Tohmatsu Limited |
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At your request, for the Mortgage Loan set forth on the Data File, we compared certain characteristics (the “Characteristics” as indicated on Appendix A), except for those Characteristics identified on Appendix A as “Identification purposes only - not applicable,” “None - Mortgage Loan Seller Provided” or “Not applicable,” to the corresponding information set forth on or derived from the corresponding Source Documents and found them to be in agreement.
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We make no representations as to (i) the actual characteristics or existence of the underlying documents or data comprising the Mortgage Loan underlying the Data File or the conformity of their respective characteristics with those assumed for purposes of the procedures described herein, (ii) whether the Source Documents are comprehensive and valid instruments and reflect the current prevailing terms with respect to the corresponding Mortgage Loan, (iii) the existence or ownership of the Mortgage Loan or (iv) the reasonableness of any of the aforementioned assumptions, information or methodologies.
It should be understood that we make no representations as to questions of legal interpretation or as to the sufficiency for your purposes of the procedures enumerated in the preceding paragraphs. Also, such procedures would not necessarily reveal any material misstatement of the information referred to above. We have no responsibility to update this report for events and circumstances that occur subsequent to the date of this report.
We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants (“AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the engaging party has agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed. We were not engaged to conduct, and did not conduct, an (i) audit conducted in accordance with generally accepted auditing standards or (ii) examination or a review engagement conducted in accordance with attestation standards established by the AICPA, the objective of which would be the expression of an opinion or conclusion, respectively, on the Data File. Accordingly, we do not express such an opinion or conclusion, or any other form of assurance, including reasonable assurance. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.
We are required to be independent of the Company and to meet our other ethical responsibilities, as applicable for agreed-upon procedures engagements set forth in the Preface: Applicable to All Members and Part 1 – Members in Public Practice of the Code of Professional Conduct established by the AICPA. Independence requirements for agreed-upon procedure engagements are less restrictive than independence requirements for audit and other attestation services.
None of the engagement, procedures or report was intended to address, nor did they address, the (i) conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) value of collateral securing such assets or (iii) compliance of the originator of the assets with federal, state, and local laws and regulations.
None of the engagement, procedures or report were intended to satisfy, nor did they satisfy, any criteria for due diligence published by a nationally recognized statistical rating organization.
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This report is intended solely for the use and information of the Specified Parties identified above and is not intended to be and should not be used by anyone other than these Specified Parties.
Yours truly,
/s/ Deloitte & Touche LLP
June 5, 2025
Appendix A
Source Documents
For purposes of performing the agreed-upon procedures described herein and at your request, we relied upon the following source documents as provided to us by the Company, with respect to the Mortgage Loan (collectively, the “Source Documents”):
Draft loan agreement and draft consolidated, modified and restated leasehold deed of trust, assignment of leases and rents, security agreement and fixture filing (collectively, the “Loan Agreement”);
Draft cash management agreement (the “Cash Management Agreement”);
Real estate property appraisal report (the “Appraisal Report”);
Property condition report (the “Engineering Report”);
Underwritten rent rolls, tenant leases lease abstracts, lease or lease estoppels (collectively, the “Rent Roll”);
The underwritten financial summaries (the “Underwritten Financial Summary Report”).
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Characteristic | Source Document | |
1 | Loan Number | None - Mortgage Loan Seller Provided |
2 | Mortgage Loan Originator | Loan Agreement |
3 | Mortgage Loan Seller | None - Mortgage Loan Seller Provided |
4 | Property Name | Identification purposes only - not applicable |
5 | General Property Type | Appraisal Report |
6 | Specific Property Type | Appraisal Report |
7 | Property Address | Appraisal Report |
8 | Property City | Appraisal Report |
9 | Property State | Appraisal Report |
10 | Property Zip Code | Appraisal Report |
11 | County | Appraisal Report |
12 | Year Built | Appraisal Report |
13 | Year Renovated | Appraisal Report |
14 | Office SF | Rent Roll |
15 | Retail SF | Rent Roll |
16 | Multifamily SF | Rent Roll |
17 | Hotel SF | Rent Roll |
18 | Total Sq Ft | Rent Roll |
19 | Multifamily Units | Rent Roll |
20 | Hotel Units | Rent Roll |
21 | Parking Spaces | Rent Roll |
22 | Total Unit/Keys/Space | Rent Roll |
23 | Occupancy % (Office and Retail) | Rent Roll |
24 | Occupancy % (Multifamily) | Rent Roll |
25 | Occupancy % (Hotel) | Rent Roll |
26 | Occupancy % Source Date | Rent Roll |
27 | Loan Purpose (Acquisition, Refinance, Finance) | None - Mortgage Loan Seller Provided |
28 | Borrower Name | Loan Agreement |
29 | Borrower Sponsor | None - Mortgage Loan Seller Provided |
30 | Recourse Carveout Guarantor | Loan Agreement |
31 | Property Manager | Loan Agreement |
32 | Note Date | None - Mortgage Loan Seller Provided |
33 | First Payment Date | None - Mortgage Loan Seller Provided |
34 | Maturity Date or Anticipated Repayment Date | None - Mortgage Loan Seller Provided |
35 | Monthly Debt Service Amount | Refer to calculation procedures |
36 | Mortgage Rate | None - Mortgage Loan Seller Provided |
37 | Mezzanine Rate | None - Mortgage Loan Seller Provided |
38 | Total Debt Blended Interest Rate | Refer to calculation procedures |
Characteristic | Source Document | |
39 | Trustee/Certificate Administrator Fee Rate | None - Mortgage Loan Seller Provided |
40 | Servicing Fee Rate | None - Mortgage Loan Seller Provided |
41 | Operating Advisor Fee Rate | None - Mortgage Loan Seller Provided |
42 | CREFC Fee Rate | None - Mortgage Loan Seller Provided |
43 | Interest Accrual Basis | Loan Agreement |
44 | Trust Notes Original Principal Balance | None - Mortgage Loan Seller Provided |
45 | Trust Notes Loan Level Cut-Off Date Balance | Refer to calculation procedures |
46 | Trust Notes Property Level Cut-Off Date Balance | Refer to calculation procedures |
47 | Trust Notes Balloon Payment | Refer to calculation procedures |
48 | Whole Loan Original Principal Balance | Loan Agreement |
49 | Whole Loan Cut-Off Date Balance | Refer to calculation procedures |
50 | Whole Loan Balloon Payment | Refer to calculation procedures |
51 | Mezzanine Original Principal Balance | Loan Agreement |
52 | Prepayment Restriction Code | Loan Agreement |
53 | Partial Release and/or Partial Prepayment (Y/N) | Loan Agreement |
54 | Partial Release and/or Prepayment Description | Loan Agreement |
55 | Amortization Term (Original) | Loan Agreement |
56 | Amortization Term (Remaining) | Loan Agreement |
57 | Loan Term (Original) | Refer to calculation procedures |
58 | Loan Term (Remaining) | Refer to calculation procedures |
59 | Extension Options Description | Loan Agreement |
60 | IO Period | Loan Agreement |
61 | Seasoning | Refer to calculation procedures |
62 | Loan Amortization Type | Loan Agreement |
63 | ARD Loan (Y/N) | Loan Agreement |
64 | Appraised Value Date | Appraisal Report |
65 | Aggregate Individual Appraised Value ($) | Appraisal Report |
66 | Aggregate Individual Appraised Value per SF ($) - (Office & Retail) | Appraisal Report |
67 | Aggregate Individual Appraised Value per Unit or Key ($) - (Multifamily & Hotel) | Appraisal Report |
68 | Aggregate Individual Appraised Value per Parking space ($) - (Garage) | Appraisal Report |
69 | Portfolio Appraised Value Date | Appraisal Report |
70 | Portfolio Appraised Value ($) | Appraisal Report |
71 | Portfolio Appraised Value Premium ($) | Appraisal Report |
72 | Mortgage Loan Closing Date LTV (Aggregate Individual Appraised Value) | Refer to calculation procedures |
Characteristic | Source Document | |
73 | Mortgage Loan Closing Balloon LTV (Aggregate Individual Appraised Value) | Refer to calculation procedures |
74 | Mortgage Loan Closing Date LTV (Portfolio Value) | Refer to calculation procedures |
75 | Mortgage Loan Closing Balloon LTV (Portfolio Value) | Refer to calculation procedures |
76 | UW NCF DSCR | Refer to calculation procedures |
77 | Cut-Off Date UW NOI Debt Yield | Refer to calculation procedures |
78 | Cut-Off Date UW NCF Debt Yield | Refer to calculation procedures |
79 | UW NOI | Underwritten Financial Summary Report |
80 | UW NCF | Underwritten Financial Summary Report |
81 | Affiliated Sponsor (Y/N) | Not applicable |
82 | Lien Position | None - Mortgage Loan Seller Provided |
83 | Title Vesting (Fee/Leasehold/Both) | None - Mortgage Loan Seller Provided |
84 | Ground Lease Initial Expiration Date | Appraisal Report |
85 | Type of Lockbox | Cash Management Agreement |
86 | Engineering Escrow/Deferred Maintenance | Loan Agreement |
87 | Environmental Escrow | Loan Agreement |
88 | Springing Environmental Escrow Description | Loan Agreement |
89 | Tax Escrow (Initial) | Loan Agreement |
90 | Tax Escrow (Monthly) | Loan Agreement |
91 | Tax Escrow Description | Loan Agreement |
92 | Insurance Escrow (Initial) | Loan Agreement |
93 | Insurance Escrow (Monthly) | Loan Agreement |
94 | Insurance Escrow Description | Loan Agreement |
95 | Replacement Reserve (Initial) | Loan Agreement |
96 | Replacement Reserve (Monthly) | Loan Agreement |
97 | Replacement Reserve Description | Loan Agreement |
98 | TI/LC Reserve (Initial) | Loan Agreement |
99 | TI/LC Reserve (Monthly) | Loan Agreement |
100 | TI/LC Reserve Description | Loan Agreement |
101 | Other Escrow I Reserve Description | Loan Agreement |
102 | Other Escrow I (Initial) | Loan Agreement |
103 | Other Escrow I (Monthly) | Loan Agreement |
104 | Springing Other Escrow I Reserve Description | Loan Agreement |
105 | Other Escrow II Reserve Description | Loan Agreement |
106 | Other Escrow II (Initial) | Not applicable |
107 | Other Escrow II (Monthly) | Not applicable |
Characteristic | Source Document | |
108 | Springing Other Escrow II Reserve Description | Not applicable |
109 | Total Debt Original Principal Balance | Refer to calculation procedures |
110 | Total Debt Cut-Off Date Balance | Refer to calculation procedures |
111 | Existing Mezzanine Debt (Y/N) | Loan Agreement |
112 | Existing Unsecured Debt (Y/N) | Loan Agreement |
113 | Future Secured Debt Permitted (Y/N) | Loan Agreement |
114 | Future Mezzanine Debt Permitted (Y/N) | Loan Agreement |
115 | Future Unsecured Debt Permitted (Y/N) | Loan Agreement |
116 | Seismic PML % | Engineering Report |
117 | Seismic Insurance Required and Obtained if PML >= 20% (Y/N) | Not applicable |
Calculation Procedures
With respect to Characteristic 35, we recomputed the Monthly Debt Service Amount by dividing (i) the product of (a) the Trust Notes Loan Level Cut-Off Date Balance, (b) the Mortgage Rate and (c) a fraction equal to 365/360 by (ii) twelve.
With respect to Characteristic 38, we recomputed the Total Debt Blended Interest Rate by dividing the (i) sum of the (a) product of the (x) Whole Loan Cut-Off Date Balance and (y) Mortgage Rate and (b) product of the (x) Mezzanine Original Principal Balance and (y) Mezzanine Rate by the (ii) Total Debt Cut-Off Date Balance.
With respect to Characteristic 45, we recomputed the Trust Notes Loan Level Cut-Off Date Balance as being equal to the Trust Notes Original Principal Balance.
With respect to Characteristic 46, we recomputed the Trust Notes Property Level Cut-Off Date Balance as being equal to the Trust Notes Original Principal Balance.
With respect to Characteristic 47, we recomputed the Trust Notes Balloon Payment as being equal to the Trust Notes Original Principal Balance.
With respect to Characteristic 49, we recomputed the Whole Loan Cut-Off Date Balance as being equal to the Whole Loan Original Principal Balance.
With respect to Characteristic 50, we recomputed the Whole Loan Balloon Payment as being equal to the Whole Loan Original Principal Balance.
With respect to Characteristic 57, we recomputed the Loan Term (Original) by determining the number of payment dates from and inclusive of the First Payment Date to and inclusive of the Maturity Date or Anticipated Repayment Date.
With respect to Characteristic 58, we recomputed the Loan Term (Remaining) by subtracting the (i) Seasoning from (ii) Loan Term (Original).
With respect to Characteristic 61, we recomputed the Seasoning by determining the number of payment dates from and inclusive of the First Payment Date to and inclusive of June 1, 2025 (the “Cut-off Date”) as stipulated by representatives of the Company.
With respect to Characteristic 72, we recomputed the Mortgage Loan Closing Date LTV (Aggregate Individual Appraised Value) by dividing the (i) Whole Loan Original Principal Balance by (ii) Aggregate Individual Appraised Value ($).
With respect to Characteristic 73, we recomputed the Mortgage Loan Closing Balloon LTV (Aggregate Individual Appraised Value) by dividing the (i) Whole Loan Balloon Payment by (ii) Aggregate Individual Appraised Value ($).
With respect to Characteristic 74, we recomputed the Mortgage Loan Closing Date LTV (Portfolio Value) by dividing the (i) Whole Loan Original Principal Balance by (ii) Portfolio Appraised Value ($).
With respect to Characteristic 75, we recomputed the Mortgage Loan Closing Balloon LTV (Portfolio Value) by dividing the (i) Whole Loan Balloon Payment by (ii) Portfolio Appraised Value ($).
With respect to Characteristic 76, we recomputed the UW NCF DSCR by dividing the (i) UW NCF by (ii) product of (a) the Whole Loan Cut-Off Date Balance, (b) the Mortgage Rate and (c) a fraction equal to 365/360.
With respect to Characteristic 77, we recomputed the Cut-Off Date UW NOI Debt Yield by dividing the (i) UW NOI by (ii) Whole Loan Cut-Off Date Balance.
With respect to Characteristic 78, we recomputed the Cut-Off Date UW NCF Debt Yield by dividing the (i) UW NCF by (ii) Whole Loan Cut-Off Date Balance.
With respect to Characteristic 109, we recomputed the Total Debt Original Principal Balance as the sum of the (i) Whole Loan Original Principal Balance and (ii) Mezzanine Original Principal Balance.
With respect to Characteristic 110, we recomputed the Total Debt Cut-off Date Balance as the sum of the (i) Whole Loan Cut-Off Date Balance and (ii) Mezzanine Original Principal Balance.