MORGAN STANLEY CAPITAL I INC. ABS-15G

 

Exhibit 99.1

 

 

Ernst & Young LLP

One Manhattan West

New York, NY 10001

 

Tel: +1 212 773 3000

ey.com

 

Report of Independent Accountants on Applying Agreed-Upon Procedures

 

Morgan Stanley Mortgage Capital Holdings LLC (the “Sponsor”)

Morgan Stanley Capital I Inc. (the “Depositor”)

Morgan Stanley & Co. LLC (the “Initial Purchaser”)

1585 Broadway, 24th Floor

New York, New York 10036

3 July 2025

 

Re: Morgan Stanley Residential Mortgage Loan Trust 2025-DSC2 (the “Issuing Entity”)
  Mortgage Pass-Through Certificates, Series 2025-DSC2 (the “Certificates”)
  Sample Mortgage Loan Agreed-Upon Procedures

 

We have performed the procedures enumerated in Attachment A, which were agreed to and acknowledged as appropriate by the Sponsor, Depositor and Initial Purchaser (collectively, the “Specified Parties”), for the intended purpose of assisting the Specified Parties in evaluating the accuracy of certain information with respect to a pool of mortgage loans (the “Mortgage Loans”) relating to the Issuing Entity’s securitization transaction. 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. The appropriateness of these procedures is solely the responsibility of the Specified Parties identified in this report. No other party acknowledged the appropriateness of the procedures. Consequently, we make no representation regarding the appropriateness of the procedures described in Attachment A, either for the purpose for which this report has been requested or for any other purpose.

 

The procedures performed and our associated findings are included in Attachment A.

 

For the purpose of the procedures described in this report, the Initial Purchaser, on behalf of the Depositor, provided us with:

a.Electronic data files (collectively, the “Provided Data Files”):

i.Labeled “MSRM 2025-DSC2 Population.xlsx” (the “Loan Listing Data File”), that the Initial Purchaser, on behalf of the Depositor, indicated contains a list of identification numbers (each, an “Investor Loan ID”) relating to certain mortgage loans (the “Loan Listing Mortgage Loans”) that are expected to be representative of the Mortgage Loans and

ii.Labeled “MSRM_2025_DSC2_RA_Tape (v2).xlsx” and the corresponding record layout and decode information, as applicable (the “Preliminary Data File”), that the Initial Purchaser, on behalf of the Depositor, indicated contains information as of 1 July 2025 (the “Cut-off Date”) relating to certain mortgage loans (the “Preliminary Mortgage Loans”), that are expected to be representative of the Mortgage Loans,

 

 

 

 

 

Page 2 of 3

 

 

b.Imaged copies of the following items (collectively, the “Source Documents”):
i.Promissory note (the “Note”),
ii.Credit report (the “Credit Report”),
iii.Loan application, occupancy affidavit, warranty deed and/or commercial loan application (collectively and as applicable, the “Application”),
iv.Underwriting summary, summary of findings, loan product advisor feedback certificate and/or conditional underwriting approval (collectively and as applicable, the “Underwriting Summary”),
v.Appraisal report (the “Appraisal”),
vi.Fraud report (the “Fraud Report”) and
vii.Settlement statement or closing disclosure (collectively and as applicable, the “Settlement Statement”)

that the Initial Purchaser, on behalf of the Depositor, indicated relate to the Sample Mortgage Loans (as defined in Attachment A),

c.The list of relevant characteristics (the “Sample Characteristics”) on the Preliminary Data File, which is shown on Exhibit 1 to Attachment A, and
d.Instructions, assumptions and methodologies, which are described in Attachment A.

 

For the purpose of the procedures described in this report, certain information on the Preliminary Data File is the “Subject Matter” as of the date of this report.

 

The procedures included in Attachment A were limited to comparing or recalculating certain information that is further described in Attachment A. The Depositor is responsible for the Subject Matter, Provided Data Files, Source Documents, Sample Characteristics and the determination of the instructions, assumptions and methodologies that are described herein. We were not requested to perform, and we have not performed, any procedures other than those listed in Attachment A. We have not verified, and we make no representation as to, the accuracy, completeness or reasonableness of the Loan Listing Data File, Source Documents or any other information provided to us, or that we were instructed to obtain, as applicable, by the Initial Purchaser, on behalf of the Depositor, upon which we relied in forming our findings. Accordingly, we make no representation and express no opinion or conclusion as to (a) the existence of the Loan Listing Mortgage Loans, Preliminary Mortgage Loans or Mortgage Loans, (b) questions of legal or tax interpretation or (c) the appropriateness, accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by the Initial Purchaser, on behalf of the Depositor, that are described in this report. We undertake no responsibility to update this report for events and circumstances occurring after the date hereof.

 

 

 

 

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This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants (the “AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the Specified Parties have 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, and did not, conduct an examination to express an opinion or a review to express a conclusion in accordance with attestation standards established by the AICPA on any of the items referred to herein. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

 

The agreed-upon procedures described in this report were not performed for the purpose of:

a.Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or
b.Making any findings with respect to:
i.Whether the origination of the Mortgage Loans conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements,
ii.The value of the collateral securing the Mortgage Loans,
iii.Whether the originator(s) of the Mortgage Loans complied with federal, state or local laws or regulations or
iv.Any other factor or characteristic of the Mortgage Loans that would be material to the likelihood that the issuer of the Certificates will pay interest and principal in accordance with applicable terms and conditions.

 

We are required to be independent of the Depositor 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 procedures engagements are less restrictive than independence requirements for audit and other attestation services.

 

This report is intended solely for the information and use of the Specified Parties and is not intended to be, and should not be, used by anyone other than the Specified Parties. It is not intended to be, and should not be, used by any other person or entity, including investors and rating agencies, who are not identified in the report as Specified Parties but who may have access to this report as required by law or regulation.

 

/s/ Ernst & Young LLP

 

3 July 2025

 

 

 

 

 

Attachment A

 

Procedures performed and our associated findings

 

1.As instructed by the Initial Purchaser, on behalf of the Depositor, we randomly selected a sample of 335 Loan Listing Mortgage Loans from the Loan Listing Data File (the “Sample Mortgage Loans”). For the purpose of this procedure, the Initial Purchaser, on behalf of the Depositor, did not inform us as to the basis for how they determined the number of Sample Mortgage Loans or the methodology they instructed us to use to select the Sample Mortgage Loans from the Loan Listing Data File.

 

For the purpose of the procedures described in this report, the 335 Sample Mortgage Loans are referred to as Sample Mortgage Loan Numbers 1 through 335.

 

2.For each mortgage loan on the Loan Listing Data File and Preliminary Data File, we compared the Investor Loan ID, as shown on the Loan Listing Data File, to the corresponding Investor Loan ID, as shown on the Preliminary Data File, and noted that:
a.All of the Preliminary Mortgage Loans included on the Preliminary Data File were included on the Loan Listing Data File and
b.Four of the Loan Listing Mortgage Loans included on the Loan Listing Data File were not included on the Preliminary Data File, none of which were Sample Mortgage Loans.

 

3.For each Sample Mortgage Loan, we compared the Sample Characteristics listed on Exhibit 1 to Attachment A, as shown on the Preliminary Data File, to the corresponding information located in, or to the corresponding information we recalculated using information located in, the Source Documents or Preliminary Data File, as applicable, subject to the instructions, assumptions and methodologies provided by the Initial Purchaser, on behalf of the Depositor, described in the notes to Exhibit 1 to Attachment A. The Source Document(s) that we were instructed by the Initial Purchaser, on behalf of the Depositor, to use for each Sample Characteristic are shown on Exhibit 1 to Attachment A. Except for the information shown on Exhibit 2 to Attachment A, all such compared information was found to be in agreement.

 

 

 

 

Exhibit 1 to Attachment A

Page 1 of 7

 

Sample Characteristics and Source Documents

 

Sample Characteristic   Preliminary
Data File Field Name
  Source Document(s)   Note(s)
             
Loan number   Investor Loan ID   Note   i.
             
Original principal balance   Original Loan Amount   Note    
             
Original interest rate   Original Interest Rate   Note    
             
First payment date   First Payment Date of Loan   Note    
             
Maturity date   Maturity Date   Note    
             
Property state   State   Note    
             
Property zip code   Postal Code   Note    
             
Original term   Original Term to Maturity  

(a)       Note or

(b)       Note and recalculation

  ii.
             
Original interest only term   Original Interest Only Term  

(a)      Note or

(b)      Note and recalculation

  iii.
             
Prepayment charge term   Prepayment Penalty Total Term   Note    
             
Occupancy status   Occupancy   Application or Underwriting Summary   iv., v.
             
Appraisal value   Original Appraised Property Value  

(a)      Appraisal or

(b)      Appraisal and recalculation

  vi., vii.
             
Property type   Property Type   Appraisal or Underwriting Summary   vi., viii.
             
Sale price   Sales Price   Settlement Statement   ix.
             
Loan purpose   Loan Purpose   Application, Fraud Report, Credit Report or Recalculation   iv., x.
             
Junior lien balance   Junior Mortgage Balance   Underwriting Summary, Application, Settlement Statement or Credit Report   iv., ix., xi.
Index description   Index Type   Note   xii.
             
Gross margin   Gross Margin   Note   xii.
             

 

 

 

 

Exhibit 1 to Attachment A

Page 2 of 7

 

Sample Characteristic   Preliminary
Data File Field Name
  Source Document(s)   Note(s)
Initial fixed rate period   Initial Fixed Rate Period  

(a)      Note or

(b)      Note and recalculation

  xii., xiii.
             
Subsequent interest rate reset period   Subsequent Interest Rate Reset Period  

(a)      Note or

(b)      Note and recalculation

  xii.
             
Initial interest rate cap change up   Initial Interest Rate Cap Change Up  

(a)      Note or

(b)      Note and recalculation

  xii., xiv.
             
Initial interest rate cap change down   Initial Interest Rate Cap Change Down   Note and recalculation   xii., xv.
             
Subsequent interest rate change up   Subsequent Interest Rate Change Up   Note   xii.
             
Subsequent interest rate change down   Subsequent Interest Rate Change Down   Note   xii.
             
Maximum interest rate   Lifetime Maximum Rate Ceiling   Note   xii.
             
Minimum interest rate   Lifetime Minimum Rate Floor   Note or Settlement Statement   ix., xii., xvi.
             
Original loan-to-value ratio   Original LTV   Recalculation   xvii., xviii., xx.
             
Combined loan-to-value ratio   Original CLTV   Recalculation   xvii., xix., xx.

 

 

 

 

Exhibit 1 to Attachment A

Page 3 of 7

 

Notes:

 

i.For identification purposes only.

 

ii.For the purpose of comparing the original term Sample Characteristic for each Sample Mortgage Loan that does not have the original term specifically stated in the Note, the Initial Purchaser, on behalf of the Depositor, instructed us to recalculate the original term as the sum of:
(a)The difference in months between the maturity date and first payment date, both as shown in the Note, and
(b)1.

 

iii.For the purpose of comparing the original interest only term Sample Characteristic for each Sample Mortgage Loan that does not have the original interest only term specifically stated in the Note, the Initial Purchaser, on behalf of the Depositor, instructed us to recalculate the original interest only term as the sum of:
(a)The difference in months between the interest only end date and first payment date, both as shown in the Note, and
(b)1.

 

iv.For the purpose of comparing the indicated Sample Characteristics for each Sample Mortgage Loan, the Initial Purchaser, on behalf of the Depositor, provided one or more Applications. For the purpose of comparing the indicated Sample Characteristics for each Sample Mortgage Loan with more than one Application, the Initial Purchaser, on behalf of the Depositor, instructed us to use the most recent Application as the Source Document (and in accordance with any other applicable note(s)).

 

v.For the purpose of comparing the occupancy status Sample Characteristic for each Sample Mortgage Loan, the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement if the value on the Preliminary Data File agreed with the corresponding information in at least one of the Source Documents listed for such Sample Characteristic (and in accordance with any other applicable note(s)). We performed no procedures to reconcile any differences that may exist relating to the information in the Source Documents relating to the occupancy status Sample Characteristic.

 

vi.For the purpose of comparing the indicated Sample Characteristics for each Sample Mortgage Loan, the Initial Purchaser, on behalf of the Depositor, provided one or more Appraisals. For the purpose of comparing the indicated Sample Characteristics for each Sample Mortgage Loan with more than one Appraisal, the Initial Purchaser, on behalf of the Depositor, instructed us to use the Appraisal with the lowest appraisal value as the Source Document (and in accordance with any other applicable note(s)).

 

 

 

 

Exhibit 1 to Attachment A

Page 4 of 7

 

Notes: (continued)

 

vii.For Sample Mortgage Loan Numbers 58, 59, 138, 181, 189, 201 and 203, the Initial Purchaser, on behalf of the Depositor, provided an Appraisal for each mortgaged property relating to the Sample Mortgage Loan. For the purpose of comparing the appraisal value Sample Characteristic for Sample Mortgage Loan Numbers 58, 59, 138, 181, 189, 201 and 203, the Initial Purchaser, on behalf of the Depositor, instructed us to use the sum of the appraisal values for the related mortgaged properties, as shown in the corresponding Appraisals (and in accordance with any other applicable note(s)).

 

viii.For the purpose of comparing the property type Sample Characteristic for each Sample Mortgage Loan, the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement if the value on the Preliminary Data File agreed with the corresponding information in at least one of the Source Documents listed for such Sample Characteristic (and in accordance with any other applicable note(s)). We performed no procedures to reconcile any differences that may exist relating to the information in the Source Documents relating to the property type Sample Characteristic.

 

For the purpose of comparing the property type Sample Characteristic for each Sample Mortgage Loan, the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement with a property type of “dPUD” if the property is attached and a PUD, both as shown in the applicable Source Document (and in accordance with any other applicable note(s)).

 

For the purpose of comparing the property type Sample Characteristic for each Sample Mortgage Loan, the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement with a property type of “Townhouse” if the property is attached and is not a PUD, both as shown in the applicable Source Document (and in accordance with any other applicable note(s)).

 

For the purpose of comparing the property type Sample Characteristic for each Sample Mortgage Loan, the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement with a property type of “Single Family Detached (non-PUD)” if the property is attached and the design style is colonial, both as shown in the applicable Source Document (and in accordance with any other applicable note(s)).

 

For the purpose of comparing the property type Sample Characteristic for each Sample Mortgage Loan with a type of “S-Det./End Unit” and a design (style) of “Row”, “Duplex”, “Twin” or “Twnhse,” as shown in the Appraisal, the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement with a property type of “1 Family Attached.”

 

ix.For the purpose of comparing the indicated Sample Characteristics for each Sample Mortgage Loan, the Initial Purchaser, on behalf of the Depositor, provided one or more Settlement Statements. For the purpose of comparing the indicated Sample Characteristics for each Sample Mortgage Loan with more than one Settlement Statement the Initial Purchaser, on behalf of the Depositor, instructed us to use the most recent Settlement Statement as the Source Document (and in accordance with any other applicable note(s)).

 

 

 

 

Exhibit 1 to Attachment A

Page 5 of 7

 

Notes: (continued)

 

x.For the purpose of comparing the loan purpose Sample Characteristic for each Sample Mortgage Loan with a loan purpose of “First Time Home Purchase” or “Other-than-first-time Home Purchase,” as shown on the Preliminary Data File (each, a “Purchase Sample Mortgage Loan”), the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement if the value on the Preliminary Data File agreed with the corresponding information in the Application, Credit Report or Fraud Report (and in accordance with any other applicable note(s)). We performed no procedures to reconcile any differences that may exist relating to the information in the Source Documents relating to the loan purpose Sample Characteristic for any Purchase Sample Mortgage Loan.

 

For each remaining Sample Mortgage Loan (each, a “Refinanced Sample Mortgage Loan”), the Initial Purchaser, on behalf of the Depositor, instructed us to calculate the “Amount to Borrower” as the difference between the:

(a)Original principal balance, as shown in the Note, and
(b)Sum of the:
(1)Unpaid principal balance of any previous mortgage loan that is being refinanced, as shown in the Settlement Statement (and in accordance with any other applicable note(s)) and
(2)Total closing costs relating to the Refinanced Sample Mortgage Loan, as shown in the Settlement Statement (and in accordance with any other applicable note(s)

 

For each Refinanced Sample Mortgage Loan, the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement with a loan purpose of:

(a)“Refinance – Cash Out” if the Amount to Borrower is greater than the lesser of (i) $2,000 and (ii) 1% of the original principal balance, as shown in the Note, or
(b)“Refinance – Rate Term” for each remaining Refinanced Sample Mortgage Loan.

 

xi.For the purpose of comparing the junior lien balance Sample Characteristic for each Sample Mortgage Loan, the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement if the value on the Preliminary Data File agreed with the corresponding information in at least one of the Source Documents listed for such Sample Characteristic (and in accordance with any other applicable note(s)). We performed no procedures to reconcile any differences that may exist relating to the information in the Source Documents relating to the junior lien balance Sample Characteristic.

 

 

 

Exhibit 1 to Attachment A

Page 6 of 7

 

Notes: (continued)

 

xii.For the purpose of comparing the indicated Sample Characteristics (collectively, the “ARM Sample Characteristics”) for each Sample Mortgage Loan with a gross margin value greater than “0.000(%),” as shown in the Note (each, an “ARM Sample Mortgage Loan”), the Initial Purchaser, on behalf of the Depositor, instructed us to use the indicated Source Document(s) (and in accordance with any other applicable note(s)).

 

The Initial Purchaser, on behalf of the Depositor, instructed us not to perform any procedures with respect to the ARM Sample Characteristics for any Sample Mortgage Loan that is not an ARM Sample Mortgage Loan (each, a “FRM Sample Mortgage Loan”).

 

xiii.For the purpose of comparing the initial fixed rate period Sample Characteristic for each ARM Sample Mortgage Loan that does not have the initial fixed rate period specifically stated in the Note, the Initial Purchaser, on behalf of the Depositor, instructed us to recalculate the initial fixed rate period as the sum of:
(a)The difference in months between the first rate change date and first payment date, both as shown in the Note, and
(b)1.

 

xiv.For the purpose of comparing the initial interest rate cap change up Sample Characteristic for each ARM Sample Mortgage Loan that does not have the initial interest rate cap change up specifically stated in the Note, the Initial Purchaser, on behalf of the Depositor, instructed us to recalculate the initial interest rate cap change up as the difference between the:
(a)Initial rate adjustment maximum interest rate and
(b)Original interest rate,

both as shown in the Note.

 

xv.For the purpose of comparing the initial interest rate cap change down Sample Characteristic for each ARM Sample Mortgage Loan that does not have the initial interest rate cap change down specifically stated in the Note, the Initial Purchaser, on behalf of the Depositor, instructed us to recalculate the initial interest rate cap change down as the maximum of:
(a)The difference between the:
(1)Original interest rate and
(2)Initial rate adjustment minimum interest rate,

both as shown in the Note, and

(b)0.000(%).

 

 

 

Exhibit 1 to Attachment A

Page 7 of 7

 

Notes: (continued)

 

xvi.For the purpose of comparing the minimum interest rate Sample Characteristic for each ARM Sample Mortgage Loan that does not have the minimum interest rate specifically stated in the Note or Settlement Statement (and in accordance with any other applicable note(s)), the Initial Purchaser, on behalf of the Depositor, instructed us to use the gross margin, as shown in the Note, as the minimum interest rate.

 

xvii.For each Sample Mortgage Loan, the Initial Purchaser, on behalf of the Depositor, instructed us to calculate the “Value for LTV” as:
(a)In the case of a Purchase Sample Mortgage Loan, the lesser of the (1) appraisal value, as shown in the Appraisal (and in accordance with any other applicable note(s)), and (2) sale price, as shown in the Settlement Statement (and in accordance with any other applicable note(s)),
(b)In the case of a Refinanced Sample Mortgage Loan (except for Sample Mortgage Loan Numbers 29, 181 and 239), the appraisal value, as shown in the Appraisal (and in accordance with any other applicable note(s)),
(c)In the case of Sample Mortgage Loan Numbers 29 and 239, the price of prior sale or transfer, as shown in the Appraisal (and in accordance with any other applicable note(s)) or
(d)In the case of Sample Mortgage Loan Number 181, the value used for LTV, as shown on the Preliminary Data File.

 

xviii.For the purpose of comparing the original loan-to-value ratio Sample Characteristic for each Sample Mortgage Loan, the Initial Purchaser, on behalf of the Depositor, instructed us to recalculate the original loan-to-value ratio by:
(a)Dividing the original principal balance, as shown in the Note, by the Value for LTV, as calculated herein, and
(b)Rounding the value calculated in (a) above to the fourth decimal place (X.XXXX).

 

xix.For the purpose of comparing the combined loan-to-value ratio Sample Characteristic for each Sample Mortgage Loan, the Initial Purchaser, on behalf of the Depositor, instructed us to recalculate the combined loan-to-value ratio by:
(a)Summing the original principal balance, as shown in the Note, and junior lien balance, as shown in the applicable Source Document(s) (and in accordance with any other applicable note(s)),
(b)Dividing the value calculated in (a) by the Value for LTV, as calculated herein, and
(c)Rounding the value calculated in (b) above to the fourth decimal place (X.XXXX).

 

xx.For the purpose of comparing the indicated Sample Characteristics for each Sample Mortgage Loan, the Initial Purchaser, on behalf of the Depositor, instructed us to ignore differences of +/- 0.0001 or less.

 

We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by the Initial Purchaser, on behalf of the Depositor, that are described in the notes above.

 

 

 

Exhibit 2 to Attachment A

 

Sample Characteristic Differences

 

Sample Mortgage Loan Number   Sample Characteristic   Preliminary Data File Value   Source Document Value
             
66   Property type   Single Family Detached (non-PUD)   1 Family Attached
             
138   Property zip code   [Redacted]   [Redacted]
             
167   Property type   dPUD   Townhouse
             
201   Property zip code   [Redacted]   [Redacted]
             
203   Appraisal value   [Redacted]   [Redacted]
    Original loan-to-value ratio   0.7361   0.7075
    Combined loan-to-value ratio   0.7361   0.7075
             
240   Property type   Condo, Low Rise (4 or fewer stories)   Condo, High Rise (5+ Stories)
             
243   Property type   Condo, Low Rise (4 or fewer stories)   Condo, High Rise (5+ Stories)