Exhibit 1
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KPMG LLP Suite 900 8350 Broad Street McLean, VA 22102 |
Independent Accountants’ Agreed-Upon Procedures Report
Wells Fargo Commercial Mortgage Securities, Inc.
Wells Fargo Bank, National Association
(together, the “Company”)
Wells Fargo Securities, LLC
(collectively, the “Specified Parties”):
Re: Wells Fargo Commercial Mortgage Trust 2025-B33RP – Data File Procedures
We have performed the procedures described below on the specified attributes in an electronic data file entitled “Bridge33 Retail Portfolio Tape.xlsx” provided by the Company on July 24, 2025 (the “Data File”), containing information on one mortgage loan (the “Mortgage Loan”) and 12 related properties (the “Properties”) as of August 4, 2025 (the “Cut-off Date”), which we were informed is intended to be included as collateral in the offering by Wells Fargo Commercial Mortgage Trust 2025-B33RP, Commercial Mortgage Pass-Through Certificates, Series 2025-B33RP (the “Certificates”). The Company is responsible for the specified attributes identified by the Company in the Data File.
The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.
The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.
Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:
· | The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the reporting threshold. |
· | The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the reporting threshold. |
· | The term “reporting threshold” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively. |
· | The term "Provided by the Company” when used in the “Source Document(s)” column of Attachment A, means we were instructed by the Company to assume the attribute is accurate and not perform any procedure. |
· | The term “Loan Files” means the electronic copies of source documents provided by the Company and listed in Attachment A. Where the term “Draft” is used, it means source documents provided by the Company and listed in Attachment A are in draft form and are not executed with signatures as of the date of this report. We make no representation regarding the validity or accuracy of any of the source documents. |
KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
· | The term “Compared Attributes” means the list of fields in the Data File which were selected by the Company for us to perform comparison procedures for and are listed in Attachment A. |
· | The term “Recomputed Attributes” means the list of fields in the Data File which were selected by the Company for us to perform recomputation procedures for and are listed in Attachment B. |
· | The term “Calculation Methodology” means the formula listed in the Calculation Methodology column of Attachment B containing the calculation methodology for the Recomputed Attributes provided by the Company. |
· | The term “Assumed SOFR” means the rate of 4.34000% which we were instructed to use by the Company where applicable in the Calculation Methodology. |
· | The term “Provided Information” means the Cut-off Date, Loan Files, Calculation Methodology and Assumed SOFR. |
Prior to being provided the Data File, we received one or more earlier versions of the data file on which to perform our procedures. In performing those procedures, we identified differences which were communicated to the Company. The Data File represents the revised information reflecting resolution of differences communicated as determined appropriate by the Company. We performed the procedures on the Data File, and the results of those procedures are reflected herein.
The procedures we were instructed by the Company to perform and the associated findings are as follows.
A. | For the Mortgage Loan and Properties included in the Data File, we compared the Compared Attributes in the Data File (except for those with “Provided by the Company” in the “Source Document(s)” column of Attachment A) to the corresponding information included in the Loan Files. The Specified Parties indicated that the absence of any of the information in the Loan Files or the inability to agree the indicated information from the Data File to the Loan Files for each of the attributes identified, constituted an exception, except for those Compared Attributes with “Provided by the Company” in the “Source Document(s)” column of Attachment A. |
B. | For the Mortgage Loan and Properties included in the Data File, we recomputed the Recomputed Attributes in the Data File using (i) the corresponding information contained in the Data File, and (ii) the Calculation Methodology. |
We found such information to be in agreement without exception.
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, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes in the Data File. 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.
We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.
The procedures performed were applied based on the information included in the Data File and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Company, (ii) the physical existence of the Mortgage Loan and related Properties, (iii) the reliability or accuracy of the Provided Information which was used in our procedures, or (iv) matters of legal interpretation.
2
The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Mortgage Loan to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing the Mortgage Loan being securitized, (iii) the compliance of the originator of the Mortgage Loan with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Mortgage Loan and related Properties 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. The procedures performed were not intended to satisfy any criteria for due diligence published by the nationally recognized statistical rating organizations (“NRSROs”).
The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances that may subsequently occur.
This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors or the NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.
/s/ KPMG LLP
McLean, Virginia
July 24, 2025
3
ATTACHMENT A
COMPARED ATTRIBUTES
Attribute | Source Document(s) |
Loan No. | Provided by the Company |
Property Name | Provided by the Company |
Address | Appraisal Report |
City | Appraisal Report |
State | Appraisal Report |
County | Appraisal Report |
Zip | Appraisal Report |
Market | Underwriting File |
# of Buildings | Appraisal Report |
Property Type | Appraisal Report |
Property Sub Type | Underwriting File |
Anchor Tenant | Rent Roll |
Occupancy % | Rent Roll |
Occupancy % as of Date | Rent Roll |
Borrower Name | Draft Loan Agreement |
Borrower Sponsor | Draft Loan Agreement |
Guarantor | Draft Guaranty |
SF | Rent Roll |
Loan Purpose | Provided by the Company |
Note Date | Provided by the Company |
First Payment Date | Provided by the Company |
Initial Maturity Date or Anticipated Repayment Date | Provided by the Company |
Fully Extended Maturity Date or Anticipated Repayment Date | Provided by the Company |
Mortgage Rate Index | Draft Loan Agreement |
Mortgage Loan Spread | Provided by the Company |
A-1
ATTACHMENT A
Attribute | Source Document(s) |
Assumed SOFR Cap | Provided by the Company |
Rate Cap Provider | Provided by the Company |
Index Floor % | Draft Loan Agreement |
Certificate Administrator Fee Rate | Provided by the Company |
Operating Advisor Fee Rate | Provided by the Company |
Servicing Fee Rate | Provided by the Company |
CREFC Fee Rate | Provided by the Company |
Rate Type | Draft Loan Agreement |
Interest Accrual Basis | Draft Loan Agreement |
Interest Rate Change Amount | Draft Loan Agreement |
Interest Rate Change Trigger | Draft Loan Agreement |
Allocated Loan Amount | Provided by the Company |
Original Principal Balance | Provided by the Company |
Loan Level Cut-Off Date Balance | Provided by the Company |
Property Level Cut-Off Date Balance | Provided by the Company |
Loan Level Maturity Date Balance | Provided by the Company |
Property Level Maturity Date Balance | Provided by the Company |
Prepayment Restriction Code | Provided by the Company |
Partial Release and/or Partial Prepayment (Y/N) | Draft Loan Agreement |
Partial Release and/or Prepayment Description | Draft Loan Agreement |
Amortization Term (Original) (months) | Draft Loan Agreement |
Amortization Term (Remaining) (months) | Draft Loan Agreement |
Extension Options Description | Draft Loan Agreement |
Loan Amortization Type | Draft Loan Agreement |
ARD Loan (Y/N) | Draft Loan Agreement |
Appraisal Firm | Appraisal Report |
As-Is Appraisal Valuation Date | Appraisal Report |
A-2
ATTACHMENT A
Attribute | Source Document(s) |
As-Is Appraised Value | Appraisal Report |
Value Upon Stabilization | Appraisal Report |
Stabilization Date | Appraisal Report |
LTV Adjusted (Y/N) | Provided by the Company |
LTV Adjustment Amount | Provided by the Company |
UW DSCRs Adjusted (Y/N) | Provided by the Company |
UW DSCR Adjustment Amount | Provided by the Company |
UW DYs Adjusted (Y/N) | Provided by the Company |
UW DY Adjustment Amount | Provided by the Company |
Year Built | Underwriting File |
Parking Spaces | Appraisal Report |
Land Size (Acres) | Appraisal Report |
WA Lease Commencement | Rent Roll |
WA Lease Exp. | Rent Roll |
Tenant Sales (2022) | Rent Roll |
Tenant Sales (2023) | Rent Roll |
Tenant Sales (2024) | Rent Roll |
3-Mile Pop. | CoStar Demographics Report |
5-Mile Pop. | CoStar Demographics Report |
10-Mile Pop. | CoStar Demographics Report |
3-Mile Median HH Income | CoStar Demographics Report |
5-Mile Median HH Income | CoStar Demographics Report |
10-Mile Median HH Income | CoStar Demographics Report |
3-Mile Average HH Income | CoStar Demographics Report |
5-Mile Average HH Income | CoStar Demographics Report |
10-Mile Average HH Income | CoStar Demographics Report |
In-Place Base Rent | Underwriting File |
A-3
ATTACHMENT A
Attribute | Source Document(s) |
Year 1 Rent Bumps | Underwriting File |
Percentage Rent | Underwriting File |
Credit Tenant Rent Steps | Underwriting File |
Total Rental Revenue | Underwriting File |
Gross-Up Vacant Rent | Underwriting File |
Gross Up Vacant Recoveries | Underwriting File |
CAM Recoveries | Underwriting File |
Gross Potential Income | Underwriting File |
Vacancy | Underwriting File |
Net Rental Income | Underwriting File |
Other Income | Underwriting File |
Effective Gross Income | Underwriting File |
Real Estate Taxes | Underwriting File |
Other Expenses | Underwriting File |
Insurance | Underwriting File |
Management Fee | Underwriting File |
Total Expenses | Underwriting File |
UW NOI | Underwriting File |
Replacement Reserves | Underwriting File |
Tenant Improvements | Underwriting File |
Leasing Commissions | Underwriting File |
Total CapEx | Underwriting File |
UW NCF | Underwriting File |
Loan Cross Portfolio Name | Provided by the Company |
Affiliated Sponsor (Y/N) | Draft Loan Agreement |
Lien Position | Provided by the Company |
Title Vesting (Fee/Leasehold/Both) | Provided by the Company |
A-4
ATTACHMENT A
Attribute | Source Document(s) |
Ground Lease Initial Expiration Date | Provided by the Company |
Type of Lockbox | Draft Cash Management Agreement |
Cash Management | Draft Cash Management Agreement |
Engineering Escrow/Deferred Maintenance | Draft Loan Agreement |
Environmental Escrow | Draft Loan Agreement |
Springing Environmental Escrow Description | Draft Loan Agreement |
Tax Escrow (Initial) | Draft Loan Agreement |
Tax Escrow (Monthly) | Draft Loan Agreement |
Springing Tax Escrow Description | Draft Loan Agreement |
Insurance Escrow (Initial) | Draft Loan Agreement |
Insurance Escrow (Monthly) | Draft Loan Agreement |
Springing Insurance Escrow Description | Draft Loan Agreement |
Replacement Reserve (Initial) | Draft Loan Agreement |
Replacement Reserve (Monthly) | Draft Loan Agreement |
Springing Replacement Reserve Description | Draft Loan Agreement |
TI/LC Reserve (Initial) | Draft Loan Agreement |
TI/LC Reserve (Monthly) | Draft Loan Agreement |
Springing TI/LC Reserve Description | Draft Loan Agreement |
Other Escrow I Reserve Description | Draft Loan Agreement |
Other Escrow I (Initial) | Provided by the Company |
Other Escrow I (Monthly) | Draft Loan Agreement |
Springing Other Escrow I Reserve Description | Draft Loan Agreement |
Pari Passu Debt (Y/N) | Provided by the Company |
Whole Loan Original Principal Balance | Provided by the Company |
Whole Loan Cut-Off Date Balance | Provided by the Company |
Whole Loan Maturity Date Balloon Payment | Provided by the Company |
Trust Notes Original Balance | Provided by the Company |
A-5
ATTACHMENT A
Attribute | Source Document(s) |
Trust Notes Cut-off Date Balance | Provided by the Company |
Trust Notes Maturity Date Balloon Payment | Provided by the Company |
Trust A Notes Original Principal Balance | Provided by the Company |
Trust A Notes Cut-Off Date Balance | Provided by the Company |
Junior Notes Original Balance | Draft Loan Agreement |
Junior Notes Cut-off Date Balance | Draft Loan Agreement |
Companion Notes Original Balance | Draft Loan Agreement |
Companion Notes Cut-off Date Balance | Draft Loan Agreement |
Companion Notes Description | Draft Loan Agreement |
Existing Subordinate Secured Debt (Y/N) | Draft Loan Agreement |
Sub Sec Debt Description | Draft Loan Agreement |
Sub Sec Debt Original Principal Balance | Draft Loan Agreement |
Sub Sec Debt Cut-Off Date Principal Balance | Draft Loan Agreement |
Existing Mezzanine Debt (Y/N) | Draft Loan Agreement |
Mezzanine Debt Cut-Off Date Principal Balance | Draft Loan Agreement |
Existing Unsecured Debt (Y/N) | Draft Loan Agreement |
Unsecured Debt Cut-Off Date Principal Balance | Draft Loan Agreement |
Future Secured Debt Permitted (Y/N) | Draft Loan Agreement |
Future Mezzanine Debt Permitted (Y/N) | Draft Loan Agreement |
Future Unsecured Debt Permitted (Y/N) | Draft Loan Agreement |
Environmental Phase I Report Date | Phase I Environmental Report |
Phase II Performed | Phase II Environmental Report |
Engineering Report Firm | Engineering Report |
Engineering Report Date | Engineering Report |
Seismic Report Date | Seismic Report |
Seismic PML % | Seismic Report |
A-6
ATTACHMENT A
Attribute | Source Document(s) |
Seismic Insurance Required and Obtained if PML >= 20% (Y/N) | Seismic Report |
Single-Tenant (Y/N) | Rent Roll |
Largest Tenant Name | Rent Roll |
Largest Tenant SqFt | Rent Roll |
Largest Tenant Exp. Date | Rent Roll |
Second Largest Tenant Name | Rent Roll |
Second Largest Tenant SqFt | Rent Roll |
Second Largest Tenant Exp. Date | Rent Roll |
Third Largest Tenant Name | Rent Roll |
Third Largest Tenant SqFt | Rent Roll |
Third Largest Tenant Exp. Date | Rent Roll |
Fourth Largest Tenant Name | Rent Roll |
Fourth Largest Tenant SqFt | Rent Roll |
Fourth Largest Tenant Exp. Date | Rent Roll |
Fifth Largest Tenant Name | Rent Roll |
Fifth Largest Tenant SqFt | Rent Roll |
Fifth Largest Tenant Exp. Date | Rent Roll |
A-7
ATTACHMENT B
RECOMPUTED ATTRIBUTES
Attribute | Calculation Methodology |
Monthly Debt Service Amount | Loan Level Cut-Off Date Balance multiplied by Interest Accrual Basis on an annualized basis multiplied by Mortgage Rate, divided by 12 |
Assumed Interest Rate at Cap | Assumed SOFR Cap plus Mortgage Loan Spread |
Mortgage Rate | Assumed SOFR plus Mortgage Loan Spread |
Allocated Loan Amount % | Allocated Loan Amount divided by aggregate sum of the individual Allocated Loan Amount |
% of Aggregate Cut-off Date Balance | Property Level Cut-Off Date Balance divided by aggregate sum of the individual Property Level Cut- Off Date Balance |
% of Aggregate Maturity Date Balance | Property Level Maturity Date Balance divided by aggregate sum of the individual Property Level Maturity Date Balance |
Loan Term (Original) (months) | Number of monthly payments between and including the First Payment Date and Initial Maturity Date or Anticipated Repayment Date |
Loan Term (Remaining) (months) | Loan Term (Original) (months) minus Seasoning (months) |
IO Period (months) | Number of interest-only monthly payments between and including the First Payment Date and Initial Maturity Date or Anticipated Repayment Date |
Seasoning (months) | Number of payments between and including the First Payment Date and the Cut-off Date, subject to a minimum of 0 |
Cut-Off Date LTV Ratio | Loan Level Cut-Off Date Balance divided by As-Is Appraised Value |
LTV Ratio at Maturity or ARD | Loan Level Maturity Date Balance divided by Value Upon Stabilization |
UW NCF DSCR | UW NCF divided by the product of Loan Level Cut-Off Date Balance, Interest Accrual Basis on an annualized basis and Mortgage Rate |
Cut-Off Date UW NOI Debt Yield | UW NOI divided by Loan Level Cut-Off Date Balance |
Cut-Off Date UW NCF Debt Yield | UW NCF divided by Loan Level Cut-Off Date Balance |
% of Total NCF | UW NCF divided by aggregate sum of the individual UW NCF |
B-1