Exhibit 1
![]() |
Deloitte & Touche LLP 3 Second Street Suite 301 Jersey City, NJ 07302
Tel: +1 212 937 8202 www.deloitte.com |
Morgan Stanley & Co. LLC
Morgan Stanley Capital I Inc.
Morgan Stanley Mortgage Capital Holdings LLC
1585 Broadway
New York, New York 10036
Independent Accountants’ Report
on Applying Agreed-Upon Procedures
We have performed the procedures described below related to certain information with respect to a mortgage loan in connection with the proposed offering of certain classes of 1301 Trust 2025-AOA, Commercial Mortgage Pass-Through Certificates, Series 2025-AOA. Morgan Stanley & Co. LLC, Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (collectively, the “Company”) are 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 Securities, LLC and Wells Fargo Bank, National Association (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 July 21, 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 one mortgaged property (the “Mortgage Loan”).
From June 13, 2025 through July 17, 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 |
2
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 - Company 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 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.
This report is intended solely for the use and information of the Specified Parties and is not intended to be and should not be used by anyone other than the Specified Parties.
Yours truly,
/s/ Deloitte & Touche LLP
July 21, 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 (the “Source Documents”):
Draft loan agreement, draft promissory note A-1 and draft promissory note A-2 (collectively, the “Loan Agreement”);
Draft guaranty of recourse obligations (the “Guaranty”);
Draft cash management agreement or draft secured creditor agreement with notice of sole control (collectively, the “Cash Management Agreement”)
Real estate property appraisal report (the “Appraisal Report”);
Property condition report (the “Engineering Report”);
Phase I environmental report (the “Phase I Report”);
Outstanding liabilities schedule (the “Outstanding TI/LC Schedule”);
Draft insurance risk analysis (the “Insurance Risk Analysis”);
Draft non-consolidation opinion (the “Non-Consolidation Opinion”);
Underwritten rent roll (the “Underwritten Rent Roll”); and
Underwritten financial summary (the “Underwritten Financial Summary Report”).
*****
Characteristic | Source Document | |
1 | Loan Number | Identification purposes only - not applicable |
2 | Loan / Property Name | Identification purposes only - not applicable |
3 | Street Address | Appraisal Report |
4 | City | Appraisal Report |
5 | State | Appraisal Report |
6 | County | Appraisal Report |
7 | Zip Code | Appraisal Report |
8 | Property Type | Appraisal Report |
9 | Property Type Detail | Appraisal Report |
10 | Year Built | Engineering Report |
11 | Most Recent Renovation | Engineering Report |
12 | Total Property SF | Underwritten Rent Roll |
13 | Collateral SF | Underwritten Rent Roll |
14 | Total Property Occupancy Rate | Underwritten Rent Roll |
15 | Collateral Occupancy Rate | Underwritten Rent Roll |
16 | Occupancy As of Date | Underwritten Rent Roll |
17 | Mortgage Loan Per SF | Refer to calculation procedures |
18 | Total Debt Per SF | Refer to calculation procedures |
19 | Mortgage Loan Original Balance | Loan Agreement |
20 | Mortgage Loan Cut-off Date Balance | Refer to calculation procedures |
21 | Mezzanine Loan Original Balance | Loan Agreement |
22 | Mezzanine Loan Cut-off Date Balance | Not applicable |
23 | Subordinate Loan Original Balance | Loan Agreement |
24 | Subordinate Loan Cut-off Date Balance | Not applicable |
25 | Total Debt Original Balance | Refer to calculation procedures |
26 | Total Debt Cut-off Date Balance | Refer to calculation procedures |
27 | Loan Purpose | None - Company Provided |
28 | Sponsor | Loan Agreement |
29 | Carve-Out Guarantor(s) | Guaranty |
30 | Borrower | Loan Agreement |
31 | Title Type | None - Company Provided |
32 | Mortgage Loan Monthly IO Payment | Refer to calculation procedures |
33 | Mortgage Loan Annual IO Debt Service | Refer to calculation procedures |
34 | Mezzanine Loan Monthly IO Payment | Not applicable |
35 | Mezzanine Loan Annual IO Debt Service | Not applicable |
36 | Subordinate Loan Monthly IO Payment | Not applicable |
37 | Subordinate Loan Annual IO Debt Service | Not applicable |
38 | Total Debt Monthly IO Payment | Refer to calculation procedures |
39 | Total Debt Annual IO Debt Service | Refer to calculation procedures |
Characteristic | Source Document | |
40 | Monthly P&I Payment | Not applicable |
41 | Annual P&I Debt Service | Not applicable |
42 | Interest Accrual Method | Loan Agreement |
43 | Payment Date | Loan Agreement |
44 | Interest Accrual Start | Loan Agreement |
45 | Interest Accrual End | Loan Agreement |
46 | Grace Period (Late Fee) | Loan Agreement |
47 | Grace Period (Default) | Loan Agreement |
48 | IO Term (mos) | Refer to calculation procedures |
49 | Original Amortization Term | Loan Agreement |
50 | Amortization Type | Loan Agreement |
51 | Origination Date | None - Company Provided |
52 | First Payment Date | None - Company Provided |
53 | Mortgage Loan Interest Rate | None - Company Provided |
54 | Administrative Fee Rate | None - Company Provided |
55 | Net Interest Rate | Refer to calculation procedures |
56 | Original Loan Term (mos) | Refer to calculation procedures |
57 | Remaining Loan Term (mos) | Refer to calculation procedures |
58 | Seasoning | Refer to calculation procedures |
59 | Maturity Date | None - Company Provided |
60 | Extension Options | Loan Agreement |
61 | Extension Option Description | Not applicable |
62 | Fully Extended Maturity Date | Not applicable |
63 | Mortgage Loan Balloon Balance | Refer to calculation procedures |
64 | Mezzanine Loan Balloon Balance | Not applicable |
65 | Subordinate Loan Balloon Balance | Not applicable |
66 | Total Debt Balloon Balance | Refer to calculation procedures |
67 | Defeasance Lockout Expiration Date | Loan Agreement |
68 | Open Period Begin Date | Loan Agreement |
69 | Prepay Description | Loan Agreement |
70 | Partial Release (Y/N) | Loan Agreement |
71 | Partial Release Description | Not applicable |
72 | Appraisal Date | Appraisal Report |
73 | Appraisal Value | Appraisal Report |
74 | Cut-off Date Mortgage Loan LTV | Refer to calculation procedures |
75 | Maturity Date Mortgage Loan LTV | Refer to calculation procedures |
76 | Cut-off Date Total Debt LTV | Refer to calculation procedures |
77 | Maturity Date Total Debt LTV | Refer to calculation procedures |
78 | Third Most Recent NOI Date | Underwritten Financial Summary Report |
79 | Third Most Recent NOI | Underwritten Financial Summary Report |
Characteristic | Source Document | |
80 | Second Most Recent NOI Date | Underwritten Financial Summary Report |
81 | Second Most Recent NOI | Underwritten Financial Summary Report |
82 | Most Recent NOI Date | Underwritten Financial Summary Report |
83 | Most Recent Description | Underwritten Financial Summary Report |
84 | Most Recent Revenue | Underwritten Financial Summary Report |
85 | Most Recent Expenses | Underwritten Financial Summary Report |
86 | Most Recent NOI | Underwritten Financial Summary Report |
87 | Most Recent NCF | Underwritten Financial Summary Report |
88 | Underwritten Effective Gross Income | Underwritten Financial Summary Report |
89 | Underwritten Expenses | Underwritten Financial Summary Report |
90 | Underwritten NOI | Underwritten Financial Summary Report |
91 | Underwritten Mortgage Loan IO NOI DSCR | Refer to calculation procedures |
92 | Underwritten Total Debt IO NOI DSCR | Refer to calculation procedures |
93 | Underwritten Mortgage Loan NOI Debt Yield | Refer to calculation procedures |
94 | Underwritten Total Debt NOI Debt Yield | Refer to calculation procedures |
95 | Underwritten Replacement Reserve | Underwritten Financial Summary Report |
96 | Underwritten TI/LC Reserve | Underwritten Financial Summary Report |
97 | Underwritten NCF | Underwritten Financial Summary Report |
98 | Underwritten Mortgage Loan IO NCF DSCR | Refer to calculation procedures |
99 | Underwritten Total Debt IO NCF DSCR | Refer to calculation procedures |
100 | Underwritten Mortgage Loan NCF Debt Yield | Refer to calculation procedures |
101 | Underwritten Total Debt NCF Debt Yield | Refer to calculation procedures |
102 | Major Tenant 1 | Underwritten Rent Roll |
103 | Major Tenant 1 Sq. Ft. | Underwritten Rent Roll |
104 | Major Tenant 1 Expiration | Underwritten Rent Roll |
105 | Major Tenant 2 | Underwritten Rent Roll |
106 | Major Tenant 2 Sq. Ft. | Underwritten Rent Roll |
107 | Major Tenant 2 Expiration | Underwritten Rent Roll |
108 | Major Tenant 3 | Underwritten Rent Roll |
109 | Major Tenant 3 Sq. Ft. | Underwritten Rent Roll |
110 | Major Tenant 3 Expiration | Underwritten Rent Roll |
111 | Major Tenant 4 | Underwritten Rent Roll |
112 | Major Tenant 4 Sq. Ft. | Underwritten Rent Roll |
113 | Major Tenant 4 Expiration | Underwritten Rent Roll |
114 | Major Tenant 5 | Underwritten Rent Roll |
115 | Major Tenant 5 Sq. Ft. | Underwritten Rent Roll |
116 | Major Tenant 5 Expiration | Underwritten Rent Roll |
117 | Lockbox | Cash Management Agreement |
118 | Cash Management | Cash Management Agreement |
Characteristic | Source Document | |
119 | Cash Management Springing Condition | Cash Management Agreement / Loan Agreement |
120 | Engineering Report Date | Engineering Report |
121 | Environmental Phase I Report Date | Phase I Report |
122 | Environmental Phase II Report Date | Not applicable |
123 | Seismic Report Date | Not applicable |
124 | PML % | Not applicable |
125 | Terrorism Insurance | Insurance Risk Analysis |
126 | Windstorm Insurance | Insurance Risk Analysis |
127 | Earthquake Insurance | Insurance Risk Analysis |
128 | Flood Insurance | Insurance Risk Analysis |
129 | Ground Lease Expiration Date | Not applicable |
130 | Ground Lessor | Not applicable |
131 | Partial Defeasance | Loan Agreement |
132 | Partial Defeasance Description | Not applicable |
133 | Future Debt Permitted (Y/N) | Loan Agreement |
134 | Future Debt Description | Not applicable |
135 | Mezzanine Lender | Not applicable |
136 | Mezzanine Loan Interest Accrual Method | Not applicable |
137 | Mezzanine Loan Interest Rate | Not applicable |
138 | Mezzanine Loan Origination Date | Not applicable |
139 | Subordinate Lender | Not applicable |
140 | Subordinate Loan Interest Accrual Method | Not applicable |
141 | Subordinate Loan Interest Rate | Not applicable |
142 | Subordinate Loan Origination Date | Not applicable |
143 | Total Debt Interest Rate | Refer to calculation procedures |
144 | Non-Consolidation Opinion | Non-Consolidation Opinion |
145 | Independent Director | Loan Agreement |
146 | SPE | Loan Agreement |
147 | Real Estate Tax Escrow - Initial | Loan Agreement |
148 | Real Estate Tax Escrow - Ongoing | Loan Agreement |
149 | Real Estate Tax Escrow - Springing Condition | Loan Agreement |
150 | Insurance Escrow - Initial | Loan Agreement |
151 | Insurance Escrow - Ongoing | Loan Agreement |
152 | Insurance Escrow - Springing Condition | Loan Agreement |
153 | Replacement Reserve Escrow - Initial | Loan Agreement |
154 | Replacement Reserve Escrow - Ongoing | Loan Agreement |
155 | Replacement Reserve Escrow - Springing Condition | Loan Agreement |
156 | Immediate Repairs Escrow - Initial | Loan Agreement |
157 | Immediate Repairs Escrow - Ongoing | Loan Agreement |
Characteristic | Source Document | |
158 | Rollover Escrow - Initial | Loan Agreement |
159 | Rollover Escrow - Ongoing | Loan Agreement |
160 | Rollover Escrow - Springing Condition | Loan Agreement |
161 | Other Escrow Required | Loan Agreement |
162 | Other Escrow 1 - Description | Loan Agreement |
163 | Other Escrow 1 -Initial | Outstanding TI/LC Schedule |
164 | Other Escrow 1 - Ongoing | Loan Agreement |
165 | Other Escrow 1 - Springing Condition | Loan Agreement |
166 | Other Escrow 2 - Description | Loan Agreement |
167 | Other Escrow 2 -Initial | Loan Agreement |
168 | Other Escrow 2 - Ongoing | Loan Agreement |
169 | Other Escrow 2 - Springing Condition | Loan Agreement |
Calculation Procedures
With respect to Characteristic 17, we recomputed the Mortgage Loan Per SF by dividing the (i) Mortgage Loan Cut-off Date Balance by (ii) Total Property SF.
With respect to Characteristic 18, we recomputed the Total Debt Per SF by dividing the (i) Total Debt Cut-off Date Balance by (ii) Total Property SF.
With respect to Characteristic 20, we recomputed the Mortgage Loan Cut-off Date Balance as being equal to the Mortgage Loan Original Balance.
With respect to Characteristic 25, we recomputed the Total Debt Original Balance as being equal to the Mortgage Loan Original Balance.
With respect to Characteristic 26, we recomputed the Total Debt Cut-off Date Balance as being equal to the Mortgage Loan Cut-off Date Balance.
With respect to Characteristic 32, we recomputed the Mortgage Loan Monthly IO Payment by dividing (i) the product of (a) the Mortgage Loan Cut-off Date Balance, (b) the Mortgage Loan Interest Rate and (c) a fraction equal to 365/360 by (ii) twelve.
With respect to Characteristic 33, we recomputed the Mortgage Loan Annual IO Debt Service as the product of (a) the Mortgage Loan Cut-off Date Balance, (b) the Mortgage Loan Interest Rate and (c) a fraction equal to 365/360.
With respect to Characteristic 38, we recomputed the Total Debt Monthly IO Payment by dividing (i) the product of (a) the Total Debt Cut-off Date Balance, (b) the Total Debt Interest Rate and (c) a fraction equal to 365/360 by (ii) twelve.
With respect to Characteristic 39, we recomputed the Total Debt Annual IO Debt Service as the product of (a) the Total Debt Cut-off Date Balance, (b) the Total Debt Interest Rate and (c) a fraction equal to 365/360.
With respect to Characteristic 48, we recomputed the IO Term (mos) as being equal to the Original Loan Term (mos).
With respect to Characteristic 55, we recomputed the Net Interest Rate as the difference of the (a) Mortgage Loan Interest Rate and (b) Administrative Fee Rate.
With respect to Characteristic 56, we recomputed the Original Loan Term (mos) by determining the number of payment dates from and inclusive of the First Payment Date to and inclusive of the Maturity Date.
With respect to Characteristic 57, we recomputed the Remaining Loan Term (mos) as the difference of the (a) Original Loan Term (mos) and (b) Seasoning.
With respect to Characteristic 58, we recomputed the Seasoning by determining the number of payment dates from and inclusive of the First Payment Date to and inclusive of August 14, 2025 (the “Cut-off Date” as stipulated by representatives of the Company).
With respect to Characteristic 63, we recomputed the Mortgage Loan Balloon Balance as being equal to the Mortgage Loan Original Balance.
With respect to Characteristic 66, we recomputed the Total Debt Balloon Balance as being equal to the Total Debt Original Balance.
With respect to Characteristic 74, we recomputed the Cut-off Date Mortgage Loan LTV by dividing the (i) Mortgage Loan Cut-off Date Balance by (ii) Appraisal Value.
With respect to Characteristic 75, we recomputed the Maturity Date Mortgage Loan LTV by dividing the (i) Mortgage Loan Balloon Balance by (ii) Appraisal Value.
With respect to Characteristic 76, we recomputed the Cut-off Date Total Debt LTV by dividing the (i) Total Debt Cut-off Date Balance by (ii) Appraisal Value.
With respect to Characteristic 77, we recomputed the Maturity Date Total Debt LTV by dividing the (i) Total Debt Balloon Balance by (ii) Appraisal Value.
With respect to Characteristic 91, we recomputed the Underwritten Mortgage Loan IO NOI DSCR by dividing the (i) Underwritten NOI by (ii) Mortgage Loan Annual IO Debt Service.
With respect to Characteristic 92, we recomputed the Underwritten Total Debt IO NOI DSCR by dividing the (i) Underwritten NOI by (ii) Total Debt Annual IO Debt Service.
With respect to Characteristic 93, we recomputed the Underwritten Mortgage Loan NOI Debt Yield by dividing the (i) Underwritten NOI by (ii) Mortgage Loan Cut-off Date Balance.
With respect to Characteristic 94, we recomputed the Underwritten Total Debt NOI Debt Yield by dividing the (i) Underwritten NOI by (ii) Total Debt Cut-off Date Balance.
With respect to Characteristic 98, we recomputed the Underwritten Mortgage Loan IO NCF DSCR by dividing the (i) Underwritten NCF by (ii) Mortgage Loan Annual IO Debt Service.
With respect to Characteristic 99, we recomputed the Underwritten Total Debt IO NCF DSCR by dividing the (i) Underwritten NCF by (ii) Total Debt Annual IO Debt Service.
With respect to Characteristic 100, we recomputed the Underwritten Mortgage Loan NCF Debt Yield by dividing the (i) Underwritten NCF by (ii) Mortgage Loan Cut-off Date Balance.
With respect to Characteristic 101, we recomputed the Underwritten Total Debt NCF Debt Yield by dividing the (i) Underwritten NCF by (ii) Total Debt Cut-off Date Balance.
With respect to Characteristic 143, we recomputed Total Debt Interest Rate as being equal to the Mortgage Loan Interest Rate.