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 BX Trust 2026-LBTY, Commercial Mortgage Pass-Through Certificates, Series 2026-LBTY. 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, Barclays Capital Inc., Barclays Capital Real Estate Inc., Natixis Real Estate Capital LLC, Natixis Securities Americas LLC, Scotia Capital (USA) Inc., The Bank of Nova Scotia, Royal Bank of Canada, RBC Capital Markets, LLC and Truist Securities, Inc. (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 28, 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 15 mortgaged properties (collectively, with the Mortgage Loan, the “Mortgage Asset”).

 

From July 13, 2026 through July 28, 2026, representatives of the Company provided us with certain Source Documents (as defined in the attached Appendix A) related to the Mortgage Asset.

 

 

  Member of
  Deloitte Touche Tohmatsu Limited

 

 

    

 

2

 

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.

******

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 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 28, 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 draft replacement, amended and restated promissory note (collectively, the “Loan Agreement”);

 

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

 

Draft guaranty (the “Guaranty”);

 

Draft proforma title policy (the “Title”);

 

Real estate property appraisal report (the “Appraisal Report”);

 

Property condition report (the “Engineering Report”);

 

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

 

Seismic risk report (the “Seismic Report”);

 

Draft CRE 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 Prop 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 County Appraisal Report
8 Zip Code Appraisal Report
9 Property Type Appraisal Report
10 Property Type Detail Appraisal Report
11 Year Built Appraisal Report
12 Most Recent Renovation Appraisal Report
13 Total Property Units Underwritten Rent Roll
14 Total Property Occupancy Rate Underwritten Rent Roll
15 Occupancy As of Date Underwritten Rent Roll
16 Mortgage Loan Per Unit Refer to calculation procedures
17 Total Debt Per Unit Refer to calculation procedures
18 Mortgage Loan Original Balance Loan Agreement / ALA
19 Mortgage Loan Cut-off Date Balance Refer to calculation procedures
20 Mezzanine Loan Original Balance Loan Agreement
21 Mezzanine Loan Cut-off Date Balance Not applicable
22 Subordinate Loan Original Balance Loan Agreement
23 Subordinate Loan Cut-off Date Balance Not applicable
24 Total Debt Original Balance Loan Agreement
25 Total Debt Cut-off Date Balance Refer to calculation procedures
26 Loan Purpose None - Company Provided
27 Sponsor Loan Agreement
28 Carve-Out Guarantor(s) Guaranty
29 Borrower Loan Agreement
30 Title Type Title
31 Mortgage Loan Monthly IO Payment Refer to calculation procedures
32 Mortgage Loan Annual IO Debt Service Refer to calculation procedures
33 Mortgage Loan Annual IO Debt Service At Cap None - Company Provided
34 Mezzanine Loan Monthly IO Payment Not applicable
35 Mezzanine Loan Annual IO Debt Service Not applicable
36 Mezzanine Loan Annual IO Debt Service At Cap Not applicable
37 Subordinate Loan Monthly IO Payment Not applicable
38 Subordinate Loan Annual IO Debt Service Not applicable
39 Subordinate Loan Annual IO Debt Service At Cap Not applicable
    

 

 

  Characteristic Source Document
40 Total Debt Monthly IO Payment Refer to calculation procedures
41 Total Debt Annual IO Debt Service Refer to calculation procedures
42 Total Debt Annual IO Debt Service at Cap None - Company Provided
43 Monthly P&I Payment Not applicable
44 Annual P&I Debt Service Not applicable
45 Interest Accrual Method Loan Agreement
46 Payment Date Loan Agreement
47 Interest Accrual Start Loan Agreement
48 Interest Accrual End Loan Agreement
49 Mortgage Loan SOFR Assumption None - Company Provided
50 Mortgage Loan SOFR Rounding Methodology Loan Agreement
51 Mortgage Loan Interest Rate Adjustment Frequency Loan Agreement
52 Mortgage Loan Spread None - Company Provided
53 Mortgage Loan SOFR Floor Loan Agreement
54 Mortgage Loan SOFR Cap Strike Rate None - Company Provided
55 Mortgage Loan SOFR Cap Expiration Date None - Company Provided
56 Mortgage Loan SOFR Cap Provider None - Company Provided
57 Mortgage Loan SOFR Cap Provider Rating (F/M/S) None - Company Provided
58 Grace Period (Late Fee) Loan Agreement
59 Grace Period (Default) Loan Agreement
60 IO Term (mos) Refer to calculation procedures
61 Original Amortization Term Loan Agreement
62 Amortization Type Loan Agreement
63 Origination Date None - Company Provided
64 First Payment Date Loan Agreement
65 Mortgage Loan Interest Rate Refer to calculation procedures
66 Administrative Fee Rate None - Company Provided
67 Net Interest Rate Refer to calculation procedures
68 Mortgage Loan Interest Rate At Cap None - Company Provided
69 Original Loan Term (mos) Refer to calculation procedures
70 Remaining Loan Term (mos) Refer to calculation procedures
71 Seasoning Refer to calculation procedures
72 Maturity Date Loan Agreement
73 Extension Options Loan Agreement
74 Extension Option Description Loan Agreement
75 Fully Extended Maturity Date Loan Agreement
76 Mortgage Loan Balloon Balance Refer to calculation procedures
77 Mezzanine Loan Balloon Balance Not applicable
78 Subordinate Loan Balloon Balance Not applicable
    

 

 

  Characteristic Source Document
79 Total Debt Balloon Balance Refer to calculation procedures
80 Defeasance Lockout Expiration Date Loan Agreement
81 Open Period Begin Date Loan Agreement
82 Prepay Description Loan Agreement
83 Partial Release (Y/N) Loan Agreement
84 Partial Release Description Loan Agreement
85 Appraisal Date Appraisal Report
86 Appraisal Value Type Appraisal Report
87 Appraisal Value Appraisal Report / ALA
88 Cut-off Date Mortgage Loan LTV Refer to calculation procedures
89 Maturity Date Mortgage Loan LTV Refer to calculation procedures
90 Cut-off Date Total Debt LTV Refer to calculation procedures
91 Maturity Date Total Debt LTV Refer to calculation procedures
92 Third Most Recent NOI Date Underwritten Financial Summary Report
93 Third Most Recent NOI Underwritten Financial Summary Report
94 Second Most Recent NOI Date Underwritten Financial Summary Report
95 Second Most Recent NOI Underwritten Financial Summary Report
96 Most Recent NOI Date Underwritten Financial Summary Report
97 Most Recent Description Underwritten Financial Summary Report
98 Most Recent Effective Gross Income Underwritten Financial Summary Report
99 Most Recent Expenses Underwritten Financial Summary Report
100 Most Recent NOI Underwritten Financial Summary Report
101 Most Recent NCF Underwritten Financial Summary Report
102 Underwritten Effective Gross Income Underwritten Financial Summary Report
103 Underwritten Expenses Underwritten Financial Summary Report
104 Underwritten NOI Underwritten Financial Summary Report
105 Underwritten Mortgage Loan IO NOI DSCR Refer to calculation procedures
106 Underwritten Mortgage Loan IO NOI DSCR At Cap None - Company Provided
107 Underwritten Total Debt IO NOI DSCR Refer to calculation procedures
108 Underwritten Total Debt IO NOI DSCR At Cap None - Company Provided
109 Underwritten Mortgage Loan NOI Debt Yield Refer to calculation procedures
110 Underwritten Total Debt NOI Debt Yield Refer to calculation procedures
111 Underwritten Replacement Reserve Underwritten Financial Summary Report
112 Underwritten TI/LC Reserve Underwritten Financial Summary Report
113 Underwritten NCF Underwritten Financial Summary Report
114 Underwritten Mortgage Loan IO NCF DSCR Refer to calculation procedures
115 Underwritten Mortgage Loan IO NCF DSCR At Cap None - Company Provided
116 Underwritten Total Debt IO NCF DSCR Refer to calculation procedures
117 Underwritten Total Debt IO NCF DSCR At Cap None - Company Provided
    

 

 

  Characteristic Source Document
118 Underwritten Mortgage Loan NCF Debt Yield Refer to calculation procedures
119 Underwritten Total Debt NCF Debt Yield Refer to calculation procedures
120 Major Tenant 1 Not applicable
121 Major Tenant 1 Sq. Ft. Not applicable
122 Major Tenant 1 Expiration Not applicable
123 Major Tenant 2 Not applicable
124 Major Tenant 2 Sq. Ft. Not applicable
125 Major Tenant 2 Expiration Not applicable
126 Major Tenant 3 Not applicable
127 Major Tenant 3 Sq. Ft. Not applicable
128 Major Tenant 3 Expiration Not applicable
129 Major Tenant 4 Not applicable
130 Major Tenant 4 Sq. Ft. Not applicable
131 Major Tenant 4 Expiration Not applicable
132 Major Tenant 5 Not applicable
133 Major Tenant 5 Sq. Ft. Not applicable
134 Major Tenant 5 Expiration Not applicable
135 Lockbox Loan Agreement
136 Cash Management Loan Agreement
137 Cash Management Springing Condition Loan Agreement
138 Engineering Report Date Engineering Report
139 Environmental Phase I Report Date Phase I Report
140 Environmental Phase II Report Date Not applicable
141 Seismic Report Date Seismic Report
142 PML % Seismic Report
143 Terrorism Insurance Insurance Risk Analysis
144 Windstorm Insurance Insurance Risk Analysis
145 Earthquake Insurance Insurance Risk Analysis
146 Flood Insurance Insurance Risk Analysis
147 Ground Lease Expiration Date Not applicable
148 Ground Lessor Not applicable
149 Partial Defeasance Loan Agreement
150 Partial Defeasance Description Not applicable
151 Future Debt Permitted (Y/N) Loan Agreement
152 Future Debt Description Loan Agreement
153 Mezzanine Lender Not applicable
154 Mezzanine Loan Interest Accrual Method Not applicable
155 Mezzanine Loan Interest Rate Not applicable
156 Mezzanine Loan Interest Rate at Cap Not applicable
157 Mezzanine Loan Origination Date Not applicable
    

 

 

  Characteristic Source Document
158 Mezzanine Loan SOFR Assumption Not applicable
159 Mezzanine Loan SOFR Rounding Methodology Not applicable
160 Mezzanine Loan Interest Rate Adjustment Frequency Not applicable
161 Mezzanine Loan Spread Not applicable
162 Mezzanine Loan SOFR Floor Not applicable
163 Mezzanine Loan SOFR Cap Strike Rate Not applicable
164 Mezzanine Loan SOFR Cap Expiration Date Not applicable
165 Mezzanine Loan SOFR Cap Provider Not applicable
166 Mezzanine Loan SOFR Cap Provider Rating (F/M/S) Not applicable
167 Subordinate Lender Not applicable
168 Subordinate Loan Interest Accrual Method Not applicable
169 Subordinate Loan Interest Rate Not applicable
170 Subordinate Loan Interest Rate at Cap Not applicable
171 Subordinate Loan Origination Date Not applicable
172 Subordinate Loan SOFR Assumption Not applicable
173 Subordinate Loan SOFR Rounding Methodology Not applicable
174 Subordinate Loan Interest Rate Adjustment Frequency Not applicable
175 Subordinate Loan Spread Not applicable
176 Subordinate Loan SOFR Floor Not applicable
177 Subordinate Loan SOFR Cap Strike Rate Not applicable
178 Subordinate Loan SOFR Cap Expiration Date Not applicable
179 Subordinate Loan SOFR Cap Provider Not applicable
180 Subordinate Loan SOFR Cap Provider Rating (F/M/S) Not applicable
181 Total Debt Spread None - Company Provided
182 Total Debt Interest Rate Refer to calculation procedures
183 Total Debt Interest Rate at Cap None - Company Provided
184 Non-Consolidation Opinion Non-Consolidation Opinion
185 Independent Director Loan Agreement
186 SPE Loan Agreement
187 Real Estate Tax Escrow - Initial Loan Agreement
188 Real Estate Tax Escrow - Ongoing Loan Agreement
189 Real Estate Tax Escrow - Springing Condition Loan Agreement
190 Insurance Escrow - Initial Loan Agreement
191 Insurance Escrow - Ongoing Loan Agreement
192 Insurance Escrow - Springing Condition Loan Agreement
193 Replacement Reserve Escrow - Initial Loan Agreement
194 Replacement Reserve Escrow - Ongoing Loan Agreement
    

 

 

  Characteristic Source Document
195 Replacement Reserve Escrow - Springing Condition Loan Agreement
196 Immediate Repairs Escrow - Initial Loan Agreement
197 Immediate Repairs Escrow - Ongoing Loan Agreement
198 Rollover Escrow - Initial Loan Agreement
199 Rollover Escrow - Ongoing Loan Agreement
200 Rollover Escrow - Springing Condition Not applicable
201 Other Escrow Required Loan Agreement
202 Other Escrow 1 - Description Not applicable
203 Other Escrow 1 - Initial Loan Agreement
204 Other Escrow 1 - Ongoing Loan Agreement
205 Other Escrow 1 - Springing Condition Not applicable
206 Other Escrow 2 - Description Not applicable
207 Other Escrow 2 - Initial Loan Agreement
208 Other Escrow 2 - Ongoing Loan Agreement
209 Other Escrow 2 - Springing Condition Not applicable

 

 

Calculation Procedures

 

With respect to Characteristic 16, we recomputed the Mortgage Loan Per Unit by dividing the (i) Mortgage Loan Cut-off Date Balance by (ii) Total Property Units.

 

With respect to Characteristic 17, we recomputed the Total Debt Per Unit by dividing the (i) Total Debt Cut-off Date Balance by (ii) Total Property Units.

 

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

 

With respect to Characteristic 31, 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 32, 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 40, 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 41, 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 60, we recomputed the IO Term (mos) as being equal to the Original Loan Term (mos).

 

With respect to Characteristic 65, we recomputed the Mortgage Loan Interest Rate as the sum of the (a) Mortgage Loan SOFR Assumption and (b) Mortgage Loan Spread.

 

With respect to Characteristic 67, 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 69, 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 70, we recomputed the Remaining Loan Term (mos) as the difference of the (a) Original Loan Term (mos) and (b) Seasoning.

 

With respect to Characteristic 71, we recomputed the Seasoning by determining the number of payment dates from and inclusive of the First Payment Date to and inclusive of August 1, 2026 (the “Cut-off Date” as stipulated by representatives of the Company).

 

With respect to Characteristic 76, we recomputed the Mortgage Loan Balloon Balance as being equal to the Mortgage Loan Original Balance.

 

With respect to Characteristic 79, we recomputed the Total Debt Balloon Balance as being equal to the Total Debt Original Balance.

 

With respect to Characteristic 88, 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 89, we recomputed the Maturity Date Mortgage Loan LTV by dividing the (i) Mortgage Loan Balloon Balance by (ii) Appraisal Value.

 

With respect to Characteristic 90, 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 91, we recomputed the Maturity Date Total Debt LTV by dividing the (i) Total Debt Balloon Balance by (ii) Appraisal Value.

 

With respect to Characteristic 105, 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 107, 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 109, 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 110, 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 114, 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 116, 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 118, 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 119, 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 182, we recomputed the Total Debt Interest Rate as the sum of the (a) Mortgage Loan SOFR Assumption and (b) Total Debt Spread.