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 


 

 

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.