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 MP Trust 2026-WTRP, Commercial Mortgage Pass-Through Certificates, Series 2026-WTRP. 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. and Barclays Capital Real Estate 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 30, 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 one mortgaged property (collectively, with the Mortgage Loan, the “Mortgage Asset”).

 

From June 10, 2026 through July 30, 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

 

 

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the corresponding information set forth on or derived from the corresponding Source Documents and found them to be in agreement.

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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 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 30, 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 (the “Loan Agreement”);

 

Draft guaranty of recourse obligations (the “Guaranty”);

 

Draft proforma title policy (the “Title”);

 

Draft cash management agreement (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”);

 

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 Appraisal Report
11 Most Recent Renovation Appraisal Report
12 Property SF Underwritten Rent Roll
13 Total Property Occupancy Rate Underwritten Rent Roll
14 Occupancy As of Date Underwritten Rent Roll
15 Total Debt Original Balance Loan Agreement
16 Total Debt Cut-off Date Balance Refer to calculation procedures
17 Whole Loan Original Balance Loan Agreement
18 Whole Loan Cut-off Date Balance Refer to calculation procedures
19 Whole Loan Per SF Refer to calculation procedures
20 Mortgage Loan Original Balance Loan Agreement
21 Mortgage Loan Cut-off Date Balance Refer to calculation procedures
22 Companion Loan Original Balance Loan Agreement
23 Companion Loan Cut-off Date Balance Not applicable
24 Loan Purpose None - Company Provided
25 Borrower Loan Agreement
26 Sponsor None - Company Provided
27 Carve-Out Guarantor(s) Guaranty
28 Title Type Title
29 Mortgage Loan Monthly IO Payment Refer to calculation procedures
30 Mortgage Loan Annual IO Debt Service Refer to calculation procedures
31 Whole Loan Monthly IO Payment Refer to calculation procedures
32 Whole Loan Annual IO Debt Service Refer to calculation procedures
33 Monthly P&I Payment Not applicable
34 Annual P&I Debt Service Not applicable
35 Interest Accrual Method Loan Agreement
36 Interest Accrual Start Loan Agreement
37 Interest Accrual End Loan Agreement
38 Grace Period (Late Fee) Loan Agreement
39 Grace Period (Default) Loan Agreement
    

 

 

  Characteristic Source Document
40 IO Term (mos) Refer to calculation procedures
41 Original Amortization Term Loan Agreement
42 Amortization Type Loan Agreement
43 Origination Date None - Company Provided
44 First Payment Date None - Company Provided
45 Interest Rate None - Company Provided
46 Administrative Fee Rate None - Company Provided
47 Net Interest Rate Refer to calculation procedures
48 Original Loan Term (mos) Refer to calculation procedures
49 Remaining Loan Term (mos) Refer to calculation procedures
50 Seasoning Refer to calculation procedures
51 Maturity Date None - Company Provided
52 Whole Loan Balloon Balance Refer to calculation procedures
53 Mortgage Loan Balloon Balance Refer to calculation procedures
54 Companion Loan Balloon Balance Not applicable
55 Lockout Expiration Date Loan Agreement
56 Open Period Begin Date Loan Agreement
57 Prepay Description Loan Agreement
58 Appraisal Date Appraisal Report
59 Appraisal Value Appraisal Report
60 Cut-off Date LTV Refer to calculation procedures
61 Maturity Date LTV Refer to calculation procedures
62 Fourth Most Recent NOI Date Underwritten Financial Summary Report
63 Fourth Most Recent NOI Underwritten Financial Summary Report
64 Third Most Recent NOI Date Underwritten Financial Summary Report
65 Third Most Recent NOI Underwritten Financial Summary Report
66 Second Most Recent NOI Date Underwritten Financial Summary Report
67 Second Most Recent NOI Underwritten Financial Summary Report
68 Most Recent NOI Date Underwritten Financial Summary Report
69 Most Recent Description Underwritten Financial Summary Report
70 Most Recent Revenue Underwritten Financial Summary Report
71 Most Recent Expenses Underwritten Financial Summary Report
72 Most Recent NOI Underwritten Financial Summary Report
73 Most Recent NCF Underwritten Financial Summary Report
74 Underwritten Base Rent Underwritten Financial Summary Report
75 Underwritten Effective Gross Income Underwritten Financial Summary Report
76 Underwritten Expenses Underwritten Financial Summary Report
77 Underwritten NOI Underwritten Financial Summary Report
78 Underwritten IO NOI DSCR Refer to calculation procedures
79 Underwritten P&I NOI DSCR None - Company Provided
    

 

 

  Characteristic Source Document
80 Underwritten NOI Debt Yield Refer to calculation procedures
81 Underwritten Replacement Reserve Underwritten Financial Summary Report
82 Underwritten TI/LC Reserve Underwritten Financial Summary Report
83 Underwritten NCF Underwritten Financial Summary Report
84 Underwritten IO NCF DSCR Refer to calculation procedures
85 Underwritten P&I NCF DSCR None - Company Provided
86 Underwritten NCF Debt Yield Refer to calculation procedures
87 Major Tenant 1 Underwritten Rent Roll
88 Major Tenant 1 UW Base Rent Underwritten Rent Roll
89 Major Tenant 1 % UW Base Rent Refer to calculation procedures
90 Major Tenant 1 Sq. Ft. Underwritten Rent Roll
91 Major Tenant 1 Expiration Underwritten Rent Roll
92 Major Tenant 2 Underwritten Rent Roll
93 Major Tenant 2 UW Base Rent Underwritten Rent Roll
94 Major Tenant 2 % UW Base Rent Refer to calculation procedures
95 Major Tenant 2 Sq. Ft. Underwritten Rent Roll
96 Major Tenant 2 Expiration Underwritten Rent Roll
97 Major Tenant 3 Underwritten Rent Roll
98 Major Tenant 3 UW Base Rent Underwritten Rent Roll
99 Major Tenant 3 % UW Base Rent Refer to calculation procedures
100 Major Tenant 3 Sq. Ft. Underwritten Rent Roll
101 Major Tenant 3 Expiration Underwritten Rent Roll
102 Major Tenant 4 Underwritten Rent Roll
103 Major Tenant 4 UW Base Rent Underwritten Rent Roll
104 Major Tenant 4 % UW Base Rent Refer to calculation procedures
105 Major Tenant 4 Sq. Ft. Underwritten Rent Roll
106 Major Tenant 4 Expiration Underwritten Rent Roll
107 Major Tenant 5 Underwritten Rent Roll
108 Major Tenant 5 UW Base Rent Underwritten Rent Roll
109 Major Tenant 5 % UW Base Rent Refer to calculation procedures
110 Major Tenant 5 Sq. Ft. Underwritten Rent Roll
111 Major Tenant 5 Expiration Underwritten Rent Roll
112 Lockbox Cash Management Agreement
113 Cash Management Cash Management Agreement
114 Engineering Report Date Engineering Report
115 Environmental Phase I Report Date Phase I Report
116 Environmental Phase II Report Date Not applicable
117 Seismic Report Date Not applicable
118 Seismic PML Not applicable
119 Ground Lease Expiration Date Not applicable
    

 

 

  Characteristic Source Document
120 Ground Lessor Not applicable
121 Additional Financing Loan Agreement
122 In Place/Future Loan Agreement
123 Additional Financing Type Not applicable
124 Additional Financing Original Balance Not applicable
125 Additional Financing Cut-off Date Balance Not applicable
126 Additional Financing Cumulative Loan Per SF Not applicable
127 Additional Financing Cumulative LTV Not applicable
128 Additional Financing Lender Not applicable
129 Additional Financing Interest Rate Not applicable
130 Additional Financing Interest Accrual Method Not applicable
131 Additional Financing Amortization Type Not applicable
132 Additional Financing Origination Date Not applicable
133 Additional Financing Monthly IO Payment Not applicable
134 Additional Financing Annual IO Payment Not applicable
135 Additional Financing Monthly P&I Payment Not applicable
136 Additional Financing Annual P&I Payment Not applicable
137 Additional Financing Cumulative IO DSCR on NCF Not applicable
138 Additional Financing Cumulative P&I DSCR on NCF Not applicable
139 Additional Financing Cumulative Debt Yield on NOI Not applicable
140 Additional Financing Cumulative Debt Yield on NCF Not applicable
141 Real Estate Tax Escrow - Initial Loan Agreement
142 Real Estate Tax Escrow - Ongoing Loan Agreement
143 Insurance Escrow - Initial Loan Agreement
144 Insurance Escrow - Ongoing Loan Agreement
145 Replacement Reserve Escrow - Initial Loan Agreement
146 Replacement Reserve Escrow - Ongoing Loan Agreement
147 Immediate Repairs Escrow - Initial Loan Agreement
148 Immediate Repairs Escrow - Ongoing Loan Agreement
149 Rollover Escrow - Initial Loan Agreement
150 Rollover Escrow - Ongoing Loan Agreement
151 Other Escrow Required Loan Agreement
152 Other Escrow 1 Description Loan Agreement
153 Other Escrow 1 Initial None - Company Provided
154 Other Escrow 1 Ongoing Loan Agreement
155 Other Escrow 2 Description Loan Agreement
156 Other Escrow 2 Initial None - Company Provided
    

 

 

  Characteristic Source Document
157 Other Escrow 2 Ongoing Loan Agreement
158 Other Escrow 3 Description Loan Agreement
159 Other Escrow 3 Initial None - Company Provided
160 Other Escrow 3 Ongoing None - Company Provided

 

 

Calculation Procedures

 

With respect to Characteristic 16, we recomputed the Total Debt Cut-off Date Balance as being equal to the Total Debt Original Balance.

 

With respect to Characteristic 18, we recomputed the Whole Loan Cut-off Date Balance as being equal to the Whole Loan Original Balance.

 

With respect to Characteristic 19, we recomputed the Whole Loan Per SF by dividing the (i) Whole Loan Cut-off Date Balance by (ii) Property SF.

 

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 29, 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 30, 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 31, we recomputed the Whole Loan Monthly IO Payment by dividing (i) the product of (a) the Whole Loan Cut-off Date Balance, (b) the Interest Rate and (c) a fraction equal to 365/360 by (ii) twelve.

 

With respect to Characteristic 32, we recomputed the Whole Loan Annual IO Debt Service as the product of (a) the Whole Loan Cut-off Date Balance, (b) the Interest Rate and (c) a fraction equal to 365/360.

 

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

 

With respect to Characteristic 47, we recomputed the Net Interest Rate as the difference of the (a) Interest Rate and (b) Administrative Fee Rate.

 

With respect to Characteristic 48, 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 49, we recomputed the Remaining Loan Term (mos) as the difference of the (a) Original Loan Term (mos) and (b) Seasoning.

 

With respect to Characteristic 50, 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 52, we recomputed the Whole Loan Balloon Balance as being equal to the Whole Loan Original Balance.

 

With respect to Characteristic 53, we recomputed the Mortgage Loan Balloon Balance as being equal to the Mortgage Loan Original Balance.

 

With respect to Characteristic 60, 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 61, we recomputed the Maturity Date LTV by dividing the (i) Mortgage Loan Balloon Balance by (ii) Appraisal Value.

 

With respect to Characteristic 78, 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 80, 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 84, 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 86, we recomputed the Underwritten NCF Debt Yield by dividing the (i) Underwritten NCF by (ii) Mortgage Loan Cut-off Date Balance.

 

With respect to Characteristic 89, we recomputed the Major Tenant 1 % UW Base Rent by dividing the (i) Major Tenant 1 UW Base Rent by (ii) Underwritten Base Rent.

 

With respect to Characteristic 94, we recomputed the Major Tenant 2 % UW Base Rent by dividing the (i) Major Tenant 2 UW Base Rent by (ii) Underwritten Base Rent.

 

With respect to Characteristic 99, we recomputed the Major Tenant 3 % UW Base Rent by dividing the (i) Major Tenant 3 UW Base Rent by (ii) Underwritten Base Rent.

 

With respect to Characteristic 104, we recomputed the Major Tenant 4 % UW Base Rent by dividing the (i) Major Tenant 4 UW Base Rent by (ii) Underwritten Base Rent.

 

With respect to Characteristic 109, we recomputed the Major Tenant 5 % UW Base Rent by dividing the (i) Major Tenant 5 UW Base Rent by (ii) Underwritten Base Rent.