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 CVLR Trust 2026-R3LX, Commercial Mortgage Pass-Through Certificates, Series 2026-R3LX. 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. 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 3, 2026, 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 (the “Mortgage Loan”) that is secured by four mortgaged properties (collectively, with the Mortgage Loan, the “Mortgage Asset”).

 

From May 20, 2026 through June 3, 2026, representatives of the Company provided us with certain Source Documents (as defined in the attached Appendix A) related to the Mortgage Asset.

 

At your request, for the Mortgage Asset 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.

 

  Member of
  Deloitte Touche Tohmatsu Limited
  

 

2

******

We make no representations as to (i) the actual characteristics or existence of the underlying documents or data comprising the Mortgage Asset 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 Asset, (iii) the existence or ownership of the Mortgage Asset 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 Company and is not intended to be and should not be used by anyone other than the Company.

 

Yours truly,

 

/s/ Deloitte & Touche LLP

 

June 3, 2026

 

  

 

 

Appendix A

Source Documents

 

For purposes of performing the agreed-upon procedures described herein and at your request, we will rely upon the following source documents as provided to us by the Company, with respect to the Mortgage Asset (the “Source Documents”):

 

Draft loan agreement and consolidated, amended and restated promissory note (collectively, the “Loan Agreement”);

 

Draft schedule of allocated loan amount and appraisal value (the “ALA”);

 

Draft cash management agreement and deposit account control agreement (collectively, the “Cash Management Agreement”);

 

Draft real estate property appraisal report and electronic schedule (collectively the “Appraisal Report”);

 

Property condition report (the “Engineering Report”);

 

Phase I environmental report (the “Phase I Report”);

 

Draft franchise agreement (the “Franchise Agreement”);

 

Proforma title policy (the “Title”); and

 

Underwritten financial summary (the “Underwritten Financial Summary Report”).

 

*****

  

 

 

 

  Characteristic Source Document
1 Loan Number Identification purposes only - not applicable
2 Unique ID Identification purposes only - not applicable
3 Loan/Property Name Identification purposes only - not applicable
4 Street Address Appraisal Report
5 City Appraisal Report
6 State Appraisal Report
7 Zip Code Appraisal Report
8 Property Type Appraisal Report
9 Property Type Detail Appraisal Report
10 Hotel Flag Franchise Agreement
11 Hotel Brand Franchise Agreement
12 Franchise or Brand Management Agreement Initial Maturity Franchise Agreement1
13 Franchise or Brand Management Agreement Renewal Options Franchise Agreement
14 Franchise or Brand Management Agreement Fully Extended Maturity Franchise Agreement1
15 Year Built Appraisal
16 Most Recent Renovation Appraisal
17 Total Property Rooms Underwritten Financial Summary Report
18 Total Debt Original Balance Loan Agreement
19 Total Debt Cut-off Date Balance Refer to calculation procedures
20 Mortgage Loan Original Balance Loan Agreement / ALA
21 Mortgage Loan Cut-off Date Balance Refer to calculation procedures
22 Loan Purpose None - Company Provided
23 Borrower Loan Agreement
24 Sponsor Loan Agreement
25 Carve-Out Guarantor(s) Loan Agreement
26 Title Type Title
27 Mortgage Loan Monthly IO Payment Refer to calculation procedures
28 Mortgage Loan Annual IO Debt Service Refer to calculation procedures
29 Mortgage Loan Annual IO Debt Service at Cap None - Company Provided
30 Monthly P&I Payment Not applicable
31 Annual P&I Debt Service Not applicable
32 Interest Accrual Method Loan Agreement
33 Payment Date Loan Agreement
34 Interest Accrual Start Loan Agreement

 

 

 

1 We were instructed by representatives of the Company that the effective date of each Franchise Agreement will be June 15, 2026.

  

 

 

 

  Characteristic Source Document
35 Interest Accrual End Loan Agreement
36 SOFR Assumption None - Company Provided
37 Mortgage Loan SOFR Rounding Methodology Loan Agreement
38 Mortgage Loan Interest Rate Adjustment Frequency Loan Agreement
39 Mortgage Loan Spread None - Company Provided
40 Mortgage Loan SOFR Floor Loan Agreement
41 Mortgage Loan SOFR Cap Strike Rate None - Company Provided
42 Mortgage Loan SOFR Cap Expiration Date None - Company Provided
43 Mortgage Loan SOFR Cap Provider None - Company Provided
44 Mortgage Loan SOFR Cap Provider Rating (F/M/S) None - Company Provided
45 Grace Period (Late Fee) Loan Agreement
46 Grace Period (Default) Loan Agreement
47 IO Term (mos) Refer to calculation procedures
48 Original Amortization Term Loan Agreement
49 Amortization Type Loan Agreement
50 Origination Date None - Company Provided
51 First Payment Date None - Company Provided
52 Interest Rate Refer to calculation procedures
53 Administrative Fee Rate None - Company Provided
54 Net Interest Rate Refer to calculation procedures
55 Mortgage Loan Interest Rate At Cap None - Company Provided
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 Loan Agreement
62 Fully Extended Maturity Date Loan Agreement
63 Total Debt Balloon Balance Refer to calculation procedures
64 Mortgage Loan Balloon Balance Refer to calculation procedures
65 Lockout Expiration Date Loan Agreement
66 Open Period Begin Date Loan Agreement
67 Prepay Description None - Company Provided
68 Partial Release (Y/N) Loan Agreement
69 Partial Release Description Loan Agreement
70 Future Debt Permitted (Y/N) Loan Agreement
71 Future Debt Description Loan Agreement
72 Appraisal Date Appraisal Report
73 Appraisal Value Type Appraisal Report

 

  

 

 

 

  Characteristic Source Document
74 Appraisal Value Appraisal Report
75 Appraisal Value Per Room Refer to calculation procedures
76 Cut-off Date LTV Refer to calculation procedures
77 Maturity Date LTV Refer to calculation procedures
78 2023 Occupancy Underwritten Financial Summary Report
79 2024 Occupancy Underwritten Financial Summary Report
80 2025 Occupancy Underwritten Financial Summary Report
81 TTM Mar 2026 Occupancy Underwritten Financial Summary Report
82 Underwritten Occupancy Underwritten Financial Summary Report
83 2023 Average Daily Rate Underwritten Financial Summary Report
84 2024 Average Daily Rate Underwritten Financial Summary Report
85 2025 Average Daily Rate Underwritten Financial Summary Report
86 TTM Mar 2026 Average Daily Rate Underwritten Financial Summary Report
87 Underwritten Average Daily Rate Underwritten Financial Summary Report
88 2023 RevPAR Underwritten Financial Summary Report
89 2024 RevPAR Underwritten Financial Summary Report
90 2025 RevPAR Underwritten Financial Summary Report
91 TTM Mar 2026 RevPAR Underwritten Financial Summary Report
92 Underwritten RevPAR Underwritten Financial Summary Report
93 2023 Total Revenue Underwritten Financial Summary Report
94 2024 Total Revenue Underwritten Financial Summary Report
95 2025 Total Revenue Underwritten Financial Summary Report
96 TTM Mar 2026 Total Revenue Underwritten Financial Summary Report
97 Underwritten Total Revenue Underwritten Financial Summary Report
98 2023 Total Expenses Underwritten Financial Summary Report
99 2024 Total Expenses Underwritten Financial Summary Report
100 2025 Total Expenses Underwritten Financial Summary Report
101 TTM Mar 2026 Total Expenses Underwritten Financial Summary Report
102 Underwritten Total Expenses Underwritten Financial Summary Report
103 2023 NOI Underwritten Financial Summary Report
104 2024 NOI Underwritten Financial Summary Report
105 2025 NOI Underwritten Financial Summary Report
106 TTM Mar 2026 NOI Underwritten Financial Summary Report
107 Underwritten NOI Underwritten Financial Summary Report
108 2023 NCF Underwritten Financial Summary Report
109 2024 NCF Underwritten Financial Summary Report
110 2025 NCF Underwritten Financial Summary Report
111 TTM Mar 2026 NCF Underwritten Financial Summary Report
112 Underwritten NCF Underwritten Financial Summary Report
113 Underwritten IO NOI DSCR Refer to calculation procedures

 

  

 

 

 

  Characteristic Source Document
114 Underwritten IO NOI DSCR At Cap None - Company Provided
115 Underwritten P&I NOI DSCR Not applicable
116 Underwritten P&I NOI DSCR At Cap Not applicable
117 Underwritten NOI Debt Yield Refer to calculation procedures
118 Underwritten IO NCF DSCR Refer to calculation procedures
119 Underwritten IO NCF DSCR At Cap None - Company Provided
120 Underwritten P&I NCF DSCR Not applicable
121 Underwritten P&I NCF DSCR At Cap Not applicable
122 Underwritten NCF Debt Yield Refer to calculation procedures
123 Lockbox Loan Agreement / Cash Management Agreement
124 Cash Management Cash Management Agreement
125 Cash Management Springing Condition Cash Management Agreement
126 Engineering Report Date Engineering Report
127 Environmental Phase I Report Date Phase I Report
128 Environmental Phase II Report Date Not applicable
129 Seismic Report Date Not applicable
130 Seismic PML Engineering Report
131 Additional Financing Loan Agreement
132 In Place/Future Loan Agreement
133 Real Estate Tax Escrow - Initial None - Company Provided
134 Real Estate Tax Escrow - Ongoing None - Company Provided
135 Insurance Escrow - Initial Loan Agreement
136 Insurance Escrow - Ongoing Loan Agreement
137 Replacement Reserve Escrow - Initial Loan Agreement
138 Replacement Reserve  Escrow - Ongoing Loan Agreement
139 Immediate Repairs Escrow - Initial Loan Agreement
140 Immediate Repairs Escrow - Ongoing Loan Agreement
141 Other Escrow 1 Required Loan Agreement
142 Other Escrow 1 Description Loan Agreement
143 Other Escrow 1 Initial Loan Agreement
144 Other Escrow 1 - Ongoing Loan Agreement
145 Other Escrow 1 - Springing Condition Loan Agreement

 

Calculation Procedures

 

With respect to Characteristic 19, we recomputed the Total Debt Cut-off Date Balance as being equal to the Total Debt Original Balance.

 

With respect to Characteristic 21, we recomputed the Mortgage Loan Cut-off Date Balance as being equal to the Mortgage Loan Original Balance.

 

  

 

 

With respect to Characteristic 27, we recomputed the Mortgage Loan Monthly IO Payment by dividing (i) the product of (a) the Mortgage Loan Cut-off Date Balance, (b) the Interest Rate and (c) a fraction equal to 365/360 by (ii) twelve.

 

With respect to Characteristic 28, we recomputed the Mortgage Loan Annual IO Debt Service as the product of (a) the Mortgage Loan Cut-off Date Balance, (b) the Interest Rate and (c) a fraction equal to 365/360.

 

With respect to Characteristic 47, we recomputed the IO Term (mos) as being equal to the Original Loan Term (mos).

 

With respect to Characteristic 52, we recomputed the Interest Rate as the sum of the (a) SOFR Assumption and (b) Mortgage Loan Spread.

 

With respect to Characteristic 54, we recomputed the Net Interest Rate as the difference of the (a) 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 June 30, 2026 (the “Cut-off Date” as stipulated by representatives of the Company).

 

With respect to Characteristic 63, we recomputed the Total Debt Balloon Balance as being equal to the Total Debt Original Balance.

 

With respect to Characteristic 64, we recomputed the Mortgage Loan Balloon Balance as being equal to the Mortgage Loan Original Balance.

 

With respect to Characteristic 75, we recomputed the Appraisal Value Per Room by dividing the (i) Appraisal Value by (ii) Total Property Rooms.

 

With respect to Characteristic 76, we recomputed the Cut-off Date LTV by dividing the (i) Mortgage Loan Cut-off Date Balance by (ii) Appraisal Value.

 

With respect to Characteristic 77, we recomputed the Maturity Date LTV by dividing the (i) Mortgage Loan Balloon Balance by (ii) Appraisal Value.

 

With respect to Characteristic 113, we recomputed the Underwritten IO NOI DSCR by dividing the (i) Underwritten NOI by (ii) Mortgage Loan Annual IO Debt Service.

 

With respect to Characteristic 117, we recomputed the Underwritten NOI Debt Yield by dividing the (i) Underwritten NOI by (ii) Mortgage Loan Cut-off Date Balance.

 

With respect to Characteristic 118, we recomputed the Underwritten IO NCF DSCR by dividing the (i) Underwritten NCF by (ii) Mortgage Loan Annual IO Debt Service.

 

  

 

 

With respect to Characteristic 122, we recomputed the Underwritten NCF Debt Yield by dividing the (i) Underwritten NCF by (ii) Mortgage Loan Cut-off Date Balance.