Exhibit 1
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Deloitte & Touche LLP
Tel: +1 212 937 8202 |
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 |
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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”).
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| 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.