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 |
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
| Member of | |
| Deloitte Touche Tohmatsu Limited |
2
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 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.