 | Ernst & Young LLP One Manhattan West New York, NY 10001 | Tel: +1 212 773 3000 ey.com |
Exhibit 1
| Ernst & Young LLP One Manhattan West New York, NY 10001 | Tel: +1 212 773 3000 ey.com |
Report of Independent Accountants on Applying Agreed-Upon Procedures
Morgan Stanley Capital I Inc. (the “Depositor”)
Morgan Stanley Mortgage Capital Holdings LLC
Morgan Stanley & Co. LLC
Morgan Stanley Bank, N.A.
Citi Real Estate Funding Inc.
Citigroup Global Markets Inc.
Bank of America, N.A.
BofA Securities, Inc.
Goldman Sachs Mortgage Company
Goldman Sachs & Co. LLC
Goldman Sachs Bank USA
Wells Fargo Bank, National Association
Wells Fargo Securities, LLC
(collectively, the “Specified Parties”)
| Re: | GGP Trust 2026-BRK3 (the “Issuing Entity”) | |
| Commercial Mortgage Pass-Through Certificates, Series 2026-BRK3 (the “Certificates”) |
We have performed the procedures enumerated in Attachment A, which were agreed to and acknowledged as appropriate by the Specified Parties, for the intended purpose of assisting the Specified Parties in evaluating the accuracy of certain information with respect to the Mortgage Loan (as defined herein) contained on the Data Files (as defined herein) (the “Subject Matter”) relating to the Issuing Entity’s securitization transaction as of 11 September 2026. 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. The appropriateness of these procedures is solely the responsibility of the Specified Parties identified in this report. No other party acknowledged the appropriateness of the procedures. Consequently, we make no representation regarding the appropriateness of the procedures described in Attachment A, either for the purpose for which this report has been requested or for any other purpose.
The procedures performed and our associated findings are included in Attachment A.
| | Page 2 of 3 |
For the purpose of the procedures described in this report, the Depositor provided us with:
| a. | Certain electronic data files (the “Data Files”) that are described in Attachment A, |
| b. | Copies of various source documents (the “Source Documents”), which are listed on Exhibit 1 to Attachment A, |
| c. | A list of characteristics on the Data Files (the “Compared Characteristics”), which are listed on Exhibit 2 to Attachment A, that the Depositor instructed us to compare to information contained in the Source Documents, |
| d. | A list of characteristics on the Data Files (the “Recalculated Characteristics”), which are described in Attachment A, that the Depositor instructed us to recalculate using information on the Data Files, |
| e. | A list of characteristics on the Data Files (the “Provided Characteristics”), which are listed on Exhibit 3 to Attachment A, on which the Depositor instructed us to perform no procedures, |
| f. | A draft of the preliminary confidential offering circular for the Issuing Entity’s securitization transaction (the “Draft Preliminary Offering Circular”) and |
| g. | Instructions, assumptions and methodologies, which are described in Attachment A. |
The procedures included in Attachment A were limited to comparing or recalculating certain information that is further described in Attachment A. The Depositor is responsible for the Subject Matter, Data Files, Source Documents, Compared Characteristics, Recalculated Characteristics, Provided Characteristics, Draft Preliminary Offering Circular and the determination of the instructions, assumptions and methodologies that are described herein. We were not requested to perform, and we have not performed, any procedures other than those listed in Attachment A with respect to the Data Files. We have not verified, and we make no representation as to, the appropriateness, accuracy, completeness or reasonableness of the Source Documents, Provided Characteristics, Draft Preliminary Offering Circular or any other information provided to us by the Depositor upon which we relied in forming our findings. Accordingly, we make no representation and express no opinion or conclusion as to: (a) the existence of the Mortgage Loan, (b) questions of legal or tax interpretation or (c) the appropriateness, accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by the Depositor that are described in this report. We undertake no responsibility to update this report for events and circumstances occurring after the date hereof.
This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants (the “AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the Specified Parties have 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, and did not, conduct an examination to express an opinion or a review to express a conclusion in accordance with attestation standards established by the AICPA on any of the items referred to herein. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.
| | Page 3 of 3 |
The agreed-upon procedures described in this report were not performed for the purpose of:
| a. | Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or |
| b. | Making any findings with respect to: |
| i. | Whether the origination of the Mortgage Loan conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements, |
| ii. | The value of the collateral securing the Mortgage Loan, |
| iii. | Whether the originator(s) of the Mortgage Loan complied with federal, state or local laws or regulations or |
| iv. | Any other factor or characteristic of the Mortgage Loan that would be material to the likelihood that the issuer of the Certificates will pay interest and principal in accordance with applicable terms and conditions. |
We are required to be independent of the Depositor 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 procedures engagements are less restrictive than independence requirements for audit and other attestation services.
This report is intended solely for the information and use of the Specified Parties and is not intended to be, and should not be, used by anyone other than the Specified Parties. It is not intended to be, and should not be, used by any other person or entity, including investors and rating agencies, who are not identified in the report as Specified Parties, but who may have access to this report as required by law or regulation.
/s/ Ernst & Young LLP
11 September 2026
| | Attachment A |
Background
For the purpose of the procedures described in this report, the Depositor indicated that:
| a. | The assets of the Issuing Entity will consist primarily of a fixed rate commercial mortgage loan (the “Mortgage Loan”) and |
| b. | The Mortgage Loan will be secured primarily by a commercial property (the “Property”). |
Procedures performed and our associated findings
| 1. | The Depositor provided us with: |
| a. | An electronic data file (the “Preliminary Data File”) that the Depositor indicated contains information relating to the Mortgage Loan and Property that is expected to be as of 30 September 2026 (the “Reference Date”) and |
| b. | Record layout and decode information relating to the information on the Preliminary Data File. |
Using the information in the Source Documents, we compared the Compared Characteristics listed on Exhibit 2 to Attachment A, as shown on the Preliminary Data File, to the corresponding information in the Source Documents indicated on Exhibit 2 to Attachment A, subject to the instructions, assumptions and methodologies stated in the notes on Exhibit 2 to Attachment A. If more than one Source Document is listed for a Compared Characteristic, the Depositor instructed us to note agreement if the value on the Preliminary Data File for the Compared Characteristic agreed with the corresponding information in at least one of the Source Documents listed for such Compared Characteristic on Exhibit 2 to Attachment A (except as described in the notes on Exhibit 2 to Attachment A). We performed no procedures to reconcile any differences that may exist between various Source Documents for any of the Compared Characteristics listed on Exhibit 2 to Attachment A.
We performed certain procedures on earlier versions of the Data Files and communicated differences prior to being provided the Data Files which were subjected to the procedures as described herein.
| | Attachment A |
| 2. | As instructed by the Depositor, we adjusted the information on the Preliminary Data File to correct all the differences we noted in performing the procedures described in the Item above and provided a list of such differences to the Depositor. The Preliminary Data File, as so adjusted, is hereinafter referred to as the “Updated Data File.” |
| 3. | Subsequent to the performance of the procedures described in the Items above, we received from the Depositor: |
| a. | An electronic data file (the “Final Data File,” which together with the Preliminary Data File comprise the Data Files) that the Depositor indicated contains information relating to the Mortgage Loan and Property as of the Reference Date and |
| b. | Record layout and decode information relating to the information on the Final Data File. |
Using information on the:
| a. | Final Data File and |
| b. | Updated Data File, |
we compared each Compared Characteristic listed on Exhibit 2 to Attachment A, as shown on the Final Data File, to the corresponding information on the Updated Data File and found such information to be in agreement.
| 4. | Using the “First Payment Date,” as shown on the Final Data File, we recalculated the “Seasoning” of the Mortgage Loan as of the Reference Date. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement. |
| 5. | Using the: |
| a. | First Payment Date and |
| b. | Maturity Date, |
as shown on the Final Data File, we recalculated the “Original Loan Term (mos)” of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
| 6. | Using the: |
| a. | Original Loan Term (mos) and |
| b. | Seasoning, |
as shown on the Final Data File, we recalculated the “Remaining Loan Term (mos)” of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
| | Attachment A |
| 7. | The applicable Source Document(s) indicate that the Mortgage Loan is interest-only for its entire term. Based on this information, the Depositor instructed us to: |
| a. | Use the “Original Loan Term (mos),” as shown on the Final Data File, for the original interest-only period of the Mortgage Loan (the “IO Term (mos)”), |
| b. | Use “0” for the original amortization term of the Mortgage Loan (the “Original Amortization Term”) and |
| c. | Use the “Mortgage Loan Original Balance,” as shown on the Final Data File, for the: |
| i. | Principal balance of the Mortgage Loan as of the Reference Date (the “Mortgage Loan Cut-off Date Balance”) and |
| ii. | Principal balance of the Mortgage Loan as of the “Maturity Date” of the Mortgage Loan (the “Mortgage Loan Balloon Balance”). |
We compared this information to the corresponding information on the Final Data File and found such information to be in agreement.
| 8. | Using the: |
| a. | Mortgage Loan Original Balance, |
| b. | Interest Rate and |
| c. | Interest Accrual Method, |
as shown on the Final Data File, and the calculation methodologies provided by the Depositor which are described in the succeeding paragraph(s) of this Item, we recalculated the:
| i. | Mortgage Loan Monthly IO Payment and |
| ii. | Mortgage Loan Annual IO Debt Service |
of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
For the purpose of this procedure, the Depositor instructed us to recalculate the “Mortgage Loan Annual IO Debt Service” of the Mortgage Loan as the product, rounded to two decimal places, of:
| a. | The “Mortgage Loan Original Balance,” as shown on the Final Data File, |
| b. | The “Interest Rate,” as shown on the Final Data File, and |
| c. | 365/360. |
For the purpose of this procedure, the Depositor instructed us to recalculate the “Mortgage Loan Monthly IO Payment” of the Mortgage Loan as 1/12th of the “Mortgage Loan Annual IO Debt Service,” as shown on the Final Data File.
| | Attachment A |
| 9. | Using the: |
| a. | Mortgage Loan Annual IO Debt Service, |
| b. | Mortgage Loan Cut-off Date Balance, |
| c. | Mortgage Loan Balloon Balance, |
| d. | Underwritten NOI, |
| e. | Underwritten NCF, |
| f. | Appraisal Value and |
| g. | Collateral SF, |
as shown on the Final Data File, and the applicable calculation methodologies and assumptions described in the Draft Preliminary Offering Circular, we recalculated the:
| i. | Underwritten IO NOI DSCR, |
| ii. | Underwritten IO NCF DSCR, |
| iii. | Cut-off Date LTV, |
| iv. | Maturity Date LTV, |
| v. | Underwritten NOI Debt Yield, |
| vi. | Underwritten NCF Debt Yield and |
| vii. | Mortgage Loan Per SF |
of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
For the purpose of this procedure, the Depositor instructed us to:
| a. | Round the characteristics listed in i. and ii. above to two decimal places and |
| b. | Round the characteristics listed in iii. through vi. above to the nearest 1/10th of one percent. |
| 10. | Using the: |
| a. | Interest Rate and |
| b. | Administrative Fee Rate, |
as shown on the Final Data File, we recalculated the “Net Interest Rate” of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
Exhibit 1 to Attachment A |
Source Documents
Mortgage Loan Source Documents
| Source Document Title | Source Document Date |
| Mortgage Loan Agreement (see Note 1) | 7 September 2026 |
| Mortgage Loan Promissory Note (see Note 1) | 7 September 2026 |
| Guaranty Agreement (see Note 1) | 7 September 2026 |
| Cash Management Agreement (see Note 1) | 7 September 2026 |
| Environmental Indemnity Agreement (see Note 1) | 7 September 2026 |
| Assignment of Management Agreement and Subordination of Management Fees (see Note 1) | 7 September 2026 |
| Limited Payment Guaranty (see Note 1) | 7 September 2026 |
| Admin Fee Schedule | Not Dated |
Property Source Documents
| Source Document Title | Source Document Date |
| Appraisal Report | 10 August 2026 |
| Engineering Report | 25 August 2026 |
| Phase I Environmental Report | 7 August 2026 |
| Underwriter’s Summary Report | Not Dated |
| Underwritten Rent Roll | 31 July 2026 |
| Insurance Risk Analysis (see Note 1) | 3 September 2026 |
| Bloomberg Screenshots | Not Dated |
Exhibit 1 to Attachment A |
Property Source Documents (continued)
| Source Document Title | Source Document Date |
| Lease Agreements | Various |
| Lease Amendments | Various |
Note:
| 1. | The indicated provided Source Document(s) are draft document(s) with the Source Document Date reflecting the latest date of receipt. For the purpose of the procedures described in this report, the Depositor instructed us to treat the indicated Source Document(s) as fully executed. |
Exhibit 2 to Attachment A |
Compared Characteristics and Source Documents
Property Information:
| Characteristic | Source Document(s) |
| Street Address | Appraisal Report |
| City | Appraisal Report |
| State | Appraisal Report |
| County | Appraisal Report |
| Zip Code | Appraisal Report |
| Property Type | Appraisal Report |
| Property Type Detail | Appraisal Report |
| Year Built | Appraisal Report |
| Most Recent Renovation | Appraisal Report |
| Total Property SF | Underwritten Rent Roll |
| Collateral SF | Underwritten Rent Roll |
| Total Property Occupancy Rate | Underwritten Rent Roll |
| Collateral Occupancy Rate | Underwritten Rent Roll |
| Occupancy As of Date | Underwritten Rent Roll |
Third Party Information:
| Characteristic | Source Document(s) |
| Appraisal Value | Appraisal Report |
| Appraisal Date | Appraisal Report |
| Environmental Phase I Report Date | Phase I Environmental Report |
| Engineering Report Date | Engineering Report |
| Terrorism Insurance | Insurance Risk Analysis |
| Windstorm Insurance | Insurance Risk Analysis |
| Earthquake Insurance | Insurance Risk Analysis |
| Flood Insurance | Insurance Risk Analysis |
Major Tenant Information:
| Characteristic | Source Document(s) |
| Major Tenant 1 | Underwritten Rent Roll |
| Major Tenant 1 Sq. Ft. | Underwritten Rent Roll |
| Major Tenant 1 Expiration | Underwritten Rent Roll |
| Major Tenant 2 | Underwritten Rent Roll and Appraisal Report |
| Major Tenant 2 Sq. Ft. | Underwritten Rent Roll |
| Major Tenant 2 Expiration | Underwritten Rent Roll |
| Major Tenant 3 | Underwritten Rent Roll |
| Major Tenant 3 Sq. Ft. | Underwritten Rent Roll |
| Major Tenant 3 Expiration | Underwritten Rent Roll |
Exhibit 2 to Attachment A |
Major Tenant Information: (continued)
| Characteristic | Source Document(s) |
| Major Tenant 4 | Underwritten Rent Roll |
| Major Tenant 4 Sq. Ft. | Underwritten Rent Roll |
| Major Tenant 4 Expiration | Underwritten Rent Roll |
| Major Tenant 5 | Underwritten Rent Roll |
| Major Tenant 5 Sq. Ft. | Underwritten Rent Roll |
| Major Tenant 5 Expiration | Underwritten Rent Roll |
Underwriting Information:
| Characteristic | Source Document(s) |
| Fourth Most Recent NOI Date | Underwriter’s Summary Report |
| Fourth Most Recent NOI | Underwriter’s Summary Report |
| Third Most Recent NOI Date | Underwriter’s Summary Report |
| Third Most Recent NOI | Underwriter’s Summary Report |
| Second Most Recent NOI Date | Underwriter’s Summary Report |
| Second Most Recent NOI | Underwriter’s Summary Report |
| Most Recent NOI Date | Underwriter’s Summary Report |
| Most Recent Description | Underwriter’s Summary Report |
| Most Recent Revenue | Underwriter’s Summary Report |
| Most Recent Expenses | Underwriter’s Summary Report |
| Most Recent NOI | Underwriter’s Summary Report |
| Most Recent NCF | Underwriter’s Summary Report |
| Underwritten Base Rent | Underwriter’s Summary Report |
| Underwritten Effective Gross Income | Underwriter’s Summary Report |
| Underwritten Expenses | Underwriter’s Summary Report |
| Underwritten NOI | Underwriter’s Summary Report |
| Underwritten Replacement Reserve | Underwriter’s Summary Report |
| Underwritten TI/LC Reserve | Underwriter’s Summary Report |
| Underwritten NCF | Underwriter’s Summary Report |
Reserve and Escrow Information:
| Characteristic | Source Document(s) |
| Real Estate Tax Escrow - Initial | Mortgage Loan Agreement |
| Real Estate Tax Escrow - Ongoing | Mortgage Loan Agreement |
| Real Estate Tax Escrow – Springing Condition | Mortgage Loan Agreement |
| Insurance Escrow - Initial | Mortgage Loan Agreement |
| Insurance Escrow - Ongoing | Mortgage Loan Agreement |
| Insurance Escrow – Springing Condition | Mortgage Loan Agreement |
| Replacement Reserve Escrow - Initial | Mortgage Loan Agreement |
| Replacement Reserve Escrow - Ongoing | Mortgage Loan Agreement |
Exhibit 2 to Attachment A |
Reserve and Escrow Information: (continued)
| Characteristic | Source Document(s) |
| Replacement Reserve Escrow – Springing Condition | Mortgage Loan Agreement |
| Rollover Escrow - Initial | Mortgage Loan Agreement and Limited Payment Guaranty |
| Rollover Escrow - Ongoing | Mortgage Loan Agreement |
| Rollover Reserve Escrow – Springing Condition | Mortgage Loan Agreement |
| Other Escrow Required | Mortgage Loan Agreement |
| Other Escrow Description | Mortgage Loan Agreement |
| Other Escrow Initial | Mortgage Loan Agreement |
| Other Escrow – Ongoing | Mortgage Loan Agreement |
| Other Escrow – Springing Condition | Mortgage Loan Agreement |
Mortgage Loan Information:
| Characteristic | Source Document(s) |
| Borrower | Mortgage Loan Agreement |
| Mortgage Loan Original Balance | Mortgage Loan Agreement |
| First Payment Date | Mortgage Loan Agreement |
| Grace Period (Late Fee) | Mortgage Loan Agreement |
| Grace Period (Default) | Mortgage Loan Agreement |
| Amortization Type | Mortgage Loan Agreement |
| Maturity Date | Mortgage Loan Agreement |
| Interest Accrual Method | Mortgage Loan Agreement |
| Interest Accrual Start | Mortgage Loan Agreement |
| Interest Accrual End | Mortgage Loan Agreement |
| Lockout Expiration Date | Mortgage Loan Agreement |
| Open Period Begin Date | Mortgage Loan Agreement |
| Prepay Description | Mortgage Loan Agreement |
| Lockbox | Mortgage Loan Agreement |
| Cash Management | Mortgage Loan Agreement |
| Cash Management Springing Condition | Mortgage Loan Agreement |
| Independent Director | Mortgage Loan Agreement |
| SPE | Mortgage Loan Agreement |
| Partial Release (Y/N) | Mortgage Loan Agreement |
| Partial Release Description | Mortgage Loan Agreement |
| Carve-Out Guarantor(s) | Guaranty Agreement |
| Sponsor | Mortgage Loan Agreement |
| Administrative Fee Rate | Admin Fee Schedule |
| Non-Consolidation Opinion | Mortgage Loan Agreement |
Exhibit 2 to Attachment A |
Notes:
| 1. | For the purpose of comparing the: |
| a. | Street Address, |
| b. | City and |
| c. | State |
characteristics, the Depositor instructed us to ignore differences that are due to standard postal abbreviations.
| 2. | For the purpose of comparing the: |
| a. | Appraisal Value and |
| b. | Appraisal Date |
characteristics, the Depositor instructed us to use the appraised value and date, respectively, associated with the “Supplemental Value Including Level99 & Victoria Secret Tentative Deals - Current” appraisal valuation type, as shown in the applicable Source Document(s).
| 3. | For the purpose of comparing the “Major Tenant Information” characteristics, the Depositor instructed us to consider the tenant that pays higher annual rent as the larger tenant, as shown in the applicable Source Document(s). |
| 4. | For the purpose of comparing the “Underwriting Information” characteristics that are expressed as dollar values, the Depositor instructed us to ignore differences of +/– $1 or less. |
| 5. | For the purpose of comparing the “Total Property Occupancy Rate” characteristic, the Depositor instructed us to consider all tenants reflecting a status of “In-Place” as occupied, as shown in the applicable Source Document(s). |
| 6. | For the purpose of comparing the: |
| a. | Lockout Expiration Date, |
| b. | Open Period Begin Date and |
| c. | Prepay Description |
characteristics, the Depositor instructed us to ignore any prepayment premiums or other conditions related to substitution events, partial release events or partial prepayments to cure certain trigger periods, as described in the applicable Source Document(s).
| 7. | For the purpose of comparing the “Lockout Expiration Date” characteristic, the Depositor |
instructed us to use the day prior to the first payment date which occurs during the defeasance and yield maintenance period, as shown in the applicable Source Document(s).
| 8. | For the purpose of comparing the “Open Period Begin Date” characteristic, the Depositor instructed us to use the first payment date which occurs during the open period, as shown in the applicable Source Document(s). |
| 9. | For the purpose of comparing the “Lockbox” characteristic, the Depositor instructed us to use “Hard” if the applicable Source Document(s) require the borrower(s) or manager(s) to direct tenants to pay rents directly to a lockbox account controlled by the lender(s). |
Exhibit 2 to Attachment A |
| 10. | For the purpose of comparing the “Cash Management” characteristic, the Depositor instructed us to use “Springing” if: |
| a. | Prior to the occurrence of one or more specified trigger events described in the applicable Source Document(s), funds in the lockbox are forwarded to an account controlled by the borrower(s) or otherwise made available to the borrower(s) and |
| b. | Upon the occurrence of one or more specified trigger events described in the applicable Source Document(s), funds in the lockbox are forwarded to a cash management account controlled by the lender(s), and the funds are disbursed according to the applicable Source Document(s). |
We performed no procedures to determine the appropriateness, accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by the Depositor that are described in the notes above.
Exhibit 3 to Attachment A |
Provided Characteristics
| Characteristic |
| Loan Number |
| Loan/Property Name |
| Loan Purpose |
| Monthly P&I Payment |
| Annual P&I Debt Service |
| Origination Date |
| Interest Rate |
| Underwritten P&I NOI DSCR |
| Underwritten P&I NCF DSCR |
| Environmental Phase II Report Date |
| Seismic Report Date |
| Seismic PML |
| Immediate Repairs Escrow - Initial |
| Immediate Repairs Escrow - Ongoing |
| Ground Lessor |
| Ground Lease Expiration Date |
| Title Type |
| Note: | We performed no procedures to determine the appropriateness, accuracy, completeness or reasonableness of the Provided Characteristics. |