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 MSC Trust 2026-ROYL, Commercial Mortgage Pass-Through Certificates, Series 2026-ROYL. Morgan Stanley & Co. LLC, Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (collectively, the “Company”) are responsible for the information provided to us, including the information set forth in the Data File (as defined herein).

 

The Company has agreed to the procedures and acknowledged that the procedures performed are appropriate to meet the intended purpose of evaluating the accuracy of certain information set forth in the Data File. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. Consequently, we make no representations regarding the appropriateness of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

 

We performed certain procedures on earlier versions of the Data File and communicated differences prior to being provided the final Data File which was subjected to the procedures described below.

 

Capitalized terms used but not defined herein are used with the meanings as described in “The Bond Market Association's Standard Formulas for the Analysis of Mortgage-Backed Securities and Other Related Securities.”

 

Procedures and Findings

 

On September 18, 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 July 29, 2026 through September 18, 2026, representatives of the Company provided us with certain Source Documents (as defined in the attached Appendix A) related to the Mortgage Asset.

 

At your request, for the Mortgage Asset set forth on the Data File, we compared certain characteristics (the “Characteristics” as indicated on Appendix A), except for those Characteristics identified on Appendix A as “Identification purposes only - not applicable,” “None - Company Provided” or “Not applicable,” to the corresponding information set forth on or derived from the corresponding Source Documents and found them to be in agreement.

 

 

  Member of
  Deloitte Touche Tohmatsu Limited

 

   

 

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We make no representations as to (i) the actual characteristics or existence of the underlying documents or data comprising the Mortgage Asset underlying the Data File or the conformity of their respective characteristics with those assumed for purposes of the procedures described herein, (ii) whether the Source Documents are comprehensive and valid instruments and reflect the current prevailing terms with respect to the Mortgage Asset, (iii) the existence or ownership of the Mortgage Asset or (iv) the reasonableness of any of the aforementioned assumptions, information or methodologies.

 

It should be understood that we make no representations as to questions of legal interpretation or as to the sufficiency for your purposes of the procedures enumerated in the preceding paragraphs. Also, such procedures would not necessarily reveal any material misstatement of the information referred to above. We have no responsibility to update this report for events and circumstances that occur subsequent to the date of this report.

 

We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants (“AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the engaging party has agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed. We were not engaged to conduct, and did not conduct, an (i) audit conducted in accordance with generally accepted auditing standards or (ii) examination or a review engagement conducted in accordance with attestation standards established by the AICPA, the objective of which would be the expression of an opinion or conclusion, respectively, on the Data File. Accordingly, we do not express such an opinion or conclusion, or any other form of assurance, including reasonable assurance. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

 

We are required to be independent of the Company and to meet our other ethical responsibilities, as applicable for agreed-upon procedures engagements set forth in the Preface: Applicable to All Members and Part 1 – Members in Public Practice of the Code of Professional Conduct established by the AICPA. Independence requirements for agreed-upon procedure engagements are less restrictive than independence requirements for audit and other attestation services.

 

None of the engagement, procedures or report was intended to address, nor did they address, the (i) conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) value of collateral securing such assets or (iii) compliance of the originator of the assets with federal, state, and local laws and regulations.

 

None of the engagement, procedures or report were intended to satisfy, nor did they satisfy, any criteria for due diligence published by a nationally recognized statistical rating organization.

 

This report is intended solely for the use and information of the Company and is not intended to be and should not be used by anyone other than the Company.

 

Yours truly,

 

/s/ Deloitte & Touche LLP

 

September 18, 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”);

 

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

 

Property condition report (the “Engineering Report”);

 

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

 

Draft CRE insurance risk analysis (the “Insurance Risk Analysis”);

 

Tenant lease (the “Lease”);

 

Underwritten rent roll (the “Underwritten Rent Roll”); and

 

Underwritten financial summary (the “Underwritten Financial Summary Report”).

 

 

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  Characteristic Source Document
1 Loan Number Identification purposes only - not applicable
2 Unique ID Identification purposes only - not applicable
3 Loan/Property Name Identification purposes only - not applicable
4 Street Address Appraisal Report
5 City Appraisal Report
6 State Appraisal Report
7 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 SF Lease / Appraisal Report
14 Occupancy Rate (SF) Lease / Appraisal Report
15 Occupancy (SF) As of Date Underwritten Rent Roll
16 Total Capacity (kW) Underwritten Rent Roll
17 Leased Capacity (kW) Underwritten Rent Roll
18 Leased % (kW) Underwritten Rent Roll
19 Occupancy (kW) As of Date Underwritten Rent Roll
20 Mortgage Loan Original Balance Loan Agreement
21 Mortgage Loan Cut-off Date Balance Refer to calculation procedures
22 Mortgage Loan Per SF Refer to calculation procedures
23 Mortgage Balance per Total Capacity (kW) Refer to calculation procedures
24 Loan Purpose None - Company Provided
25 Borrower Loan Agreement
26 Sponsor None - Company Provided
27 Carve-Out Guarantor(s) Loan Agreement
28 Non-Consolidation Opinion None - Company Provided
29 Independent Director Loan Agreement
30 SPE Loan Agreement
31 Title Type None - Company Provided
32 Mortgage Loan Monthly IO Payment Refer to calculation procedures
33 Mortgage Loan Annual IO Debt Service Refer to calculation procedures
34 Mortgage Loan Annual IO Debt Service at Cap None - Company Provided
35 Monthly P&I Payment Not applicable
36 Annual P&I Debt Service Not applicable
37 Interest Accrual Method Loan Agreement
38 Payment Date Loan Agreement
39 Interest Accrual Start Loan Agreement
   

 

 

  Characteristic Source Document
40 Interest Accrual End Loan Agreement
41 Mortgage Loan SOFR Assumption None - Company Provided
42 Mortgage Loan SOFR Rounding Methodology Loan Agreement
43 Mortgage Loan Interest Rate Adjustment Frequency Loan Agreement
44 Mortgage Loan Spread Loan Agreement
45 Mortgage Loan SOFR Floor Loan Agreement
46 Mortgage Loan SOFR Cap Strike Rate None - Company Provided
47 Mortgage Loan SOFR Cap Expiration Date None - Company Provided
48 Mortgage Loan SOFR Cap Provider None - Company Provided
49 Mortgage Loan SOFR Cap Provider Rating (F/M/S) None - Company Provided
50 Grace Period (Late Fee) Loan Agreement
51 Grace Period (Default) Loan Agreement
52 IO Term (mos) Refer to calculation procedures
53 Original Amortization Term Loan Agreement
54 Amortization Type Loan Agreement
55 Origination Date None - Company Provided
56 First Payment Date Loan Agreement
57 Interest Rate Refer to calculation procedures
58 Interest Rate at Cap None - Company Provided
59 Administrative Fee Rate None - Company Provided
60 Net Interest Rate Refer to calculation procedures
61 Original Loan Term (mos) Refer to calculation procedures
62 Remaining Loan Term (mos) Refer to calculation procedures
63 Seasoning Refer to calculation procedures
64 Maturity Date None - Company Provided
65 Extension Options Loan Agreement
66 Extension Option Description Loan Agreement
67 Fully Extended Maturity Date Loan Agreement
68 Mortgage Loan Balloon Balance Refer to calculation procedures
69 Lockout Expiration Date Loan Agreement
70 Open Period Begin Date None - Company Provided
71 Prepay Description None - Company Provided
72 Partial Release (Y/N) Loan Agreement
73 Partial Release Description Loan Agreement
74 Appraisal Date Appraisal Report
75 Appraisal Value Appraisal Report
76 Cut-off Date LTV Refer to calculation procedures
77 Maturity Date LTV Refer to calculation procedures
78 Most Recent NOI Date Underwritten Financial Summary Report
   

 

 

  Characteristic Source Document
79 Most Recent Revenue Underwritten Financial Summary Report
80 Most Recent  Expenses Underwritten Financial Summary Report
81 Most Recent NOI Underwritten Financial Summary Report
82 Most Recent NCF Underwritten Financial Summary Report
83 Underwritten Base Rent Underwritten Financial Summary Report
84 Underwritten Effective Gross Income Underwritten Financial Summary Report
85 Underwritten Expenses Underwritten Financial Summary Report
86 Underwritten NOI Underwritten Financial Summary Report
87 Underwritten IO NOI DSCR Refer to calculation procedures
88 Underwritten IO NOI DSCR at Cap None - Company Provided
89 Underwritten P&I NOI DSCR Not applicable
90 Underwritten NOI Debt Yield Refer to calculation procedures
91 Underwritten Replacement Reserve Underwritten Financial Summary Report
92 Underwritten TI/LC Reserve Underwritten Financial Summary Report
93 Underwritten NCF Underwritten Financial Summary Report
94 Underwritten IO NCF DSCR Refer to calculation procedures
95 Underwritten IO NCF DSCR at Cap None - Company Provided
96 Underwritten P&I NCF DSCR Not applicable
97 Underwritten NCF Debt Yield Refer to calculation procedures
98 Major Tenant 1 None - Company Provided
99 Major Tenant 1 Sq. Ft. Lease
100 Major Tenant 1 % Sq. Ft. Lease
101 Major Tenant 1 kW Underwritten Rent Roll
102 Major Tenant 1 % kW Underwritten Rent Roll
103 Major Tenant 1 Expiration Underwritten Rent Roll
104 Lockbox Loan Agreement
105 Cash Management Loan Agreement
106 Cash Management Springing Condition Loan Agreement
107 Engineering Report Date Engineering Report
108 Environmental Phase I Report Date Phase I Report
109 Environmental Phase II Report Date Not applicable
110 Seismic Report Date Not applicable
111 Seismic PML Not applicable
112 Terrorism Insurance Insurance Risk Analysis
113 Windstorm Insurance Insurance Risk Analysis
114 Earthquake Insurance Insurance Risk Analysis
115 Flood Insurance Insurance Risk Analysis
116 Ground Lease Expiration Date Not applicable
117 Ground Lessor Not applicable
118 Additional Financing Loan Agreement
   

 

 

  Characteristic Source Document
119 Real Estate Tax Escrow - Initial Loan Agreement
120 Real Estate Tax Escrow - Ongoing Loan Agreement
121 Real Estate Tax Escrow - Springing Condition Loan Agreement
122 Insurance Escrow - Initial Loan Agreement
123 Insurance Escrow - Ongoing Loan Agreement
124 Insurance Escrow - Springing Condition Loan Agreement
125 Replacement Reserve Escrow - Initial Loan Agreement
126 Replacement Reserve  Escrow - Ongoing Loan Agreement
127 Replacement Reserve Escrow - Springing Condition Loan Agreement
128 Immediate Repairs Escrow - Initial None - Company Provided
129 Immediate Repairs Escrow - Ongoing Loan Agreement
130 Rollover Escrow - Initial Loan Agreement
131 Rollover Escrow - Ongoing Loan Agreement
132 Rollover Reserve Escrow - Springing Condition Loan Agreement
133 Other Escrow Required Loan Agreement
134 Other Escrow 1 - Description Loan Agreement
135 Other Escrow 1 - Initial Loan Agreement
136 Other Escrow 1 - Ongoing Loan Agreement
137 Other Escrow 1 - Springing Condition Loan Agreement
138 Other Escrow 2 - Description Loan Agreement
139 Other Escrow 2 - Initial Loan Agreement
140 Other Escrow 2 - Ongoing Loan Agreement
141 Other Escrow 2 - Springing Condition Loan Agreement
142 Other Escrow 3 - Description Loan Agreement
143 Other Escrow 3 - Initial Loan Agreement
144 Other Escrow 3 - Ongoing Loan Agreement
145 Other Escrow 3 - Springing Condition Loan Agreement

 

 

Calculation Procedures

 

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 22, we recomputed the Mortgage Loan Per SF by dividing the (i) Mortgage Loan Cut-off Date Balance by (ii) Total Property SF.

 

With respect to Characteristic 23, we recomputed the Mortgage Balance per Total Capacity (kW) by dividing the (i) Mortgage Loan Cut-off Date Balance by (ii) Total Capacity (kW).

 

   

 

With respect to Characteristic 32, 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 33, 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 52, we recomputed the IO Term (mos) as being equal to the Original Loan Term (mos).

 

With respect to Characteristic 57, we recomputed the Interest Rate as the sum of the (a) Mortgage Loan SOFR Assumption and (b) Mortgage Loan Spread.

 

With respect to Characteristic 60, we recomputed the Net Interest Rate as the difference of the (a) Interest Rate and (b) Administrative Fee Rate.

 

With respect to Characteristic 61, 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 62, we recomputed the Remaining Loan Term (mos) as the difference of the (a) Original Loan Term (mos) and (b) Seasoning.

 

With respect to Characteristic 63, we recomputed the Seasoning by determining the number of payment dates from and inclusive of the First Payment Date to and inclusive of October 15, 2026 (the “Cut-off Date” as stipulated by representatives of the Company).

 

With respect to Characteristic 68, we recomputed the Mortgage Loan Balloon Balance as being equal to the Mortgage Loan Original Balance.

 

With respect to Characteristic 76, we recomputed the Cut-off Date LTV by dividing the (i) Mortgage Loan Cut-off Date Balance by (ii) Appraisal Value.

 

With respect to Characteristic 77, we recomputed the Maturity Date LTV by dividing the (i) Mortgage Loan Balloon Balance by (ii) Appraisal Value.

 

With respect to Characteristic 87, 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 90, 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 94, 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 97, we recomputed the Underwritten NCF Debt Yield by dividing the (i) Underwritten NCF by (ii) Mortgage Loan Cut-off Date Balance.