Exhibit 1 

 

   
    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

 
   
   
     

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.

 

******

 

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”).

 

 

*****

   

 

 

  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.