Exhibit 1
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Deloitte & Touche LLP 3 Second Street Suite 301 Harborside Plaza 10 Jersey City, NJ 07302 USA Tel: +1 212 937 8202 www.deloitte.com |
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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 UNIV Trust 2026-STDY, Commercial Mortgage Pass-Through Certificates, Series 2026-STDY. 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, Citigroup Global Markets Inc., Citi Real Estate Funding Inc., BMO Capital Markets Corp., Bank of Montreal, Brookfield Securities LLC, Goldman Sachs Mortgage Company, Goldman Sachs & Co. LLC and Credit Agricole Securities (USA) 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 September 21, 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 39 mortgaged properties (collectively, with the Mortgage Loan, the “Mortgage Asset”).
From August 24, 2026 through September 21, 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 |
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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.
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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
September 21, 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 schedule of allocated loan amount (the “ALA”);
Draft limited recourse guaranty (the “Guaranty”);
Real estate property appraisal report (the “Appraisal Report”);
Draft property condition report and portfolio PCR estimated repairs cost summary (collectively, the “Engineering Report”);
Phase I environmental report (the “Phase I Report”);
Draft ground lease review and/or ground lease estoppel (collectively, the “Ground Lease”);
Draft CRE insurance risk analysis (the “Insurance Risk Analysis”);
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 | Prop ID | Identification purposes only - not applicable |
| 3 | Loan / Property Name | Identification purposes only - not applicable |
| 4 | Street Address | Appraisal Report / Engineering 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 | None - Company Provided |
| 12 | Most Recent Renovation | Appraisal Report / Engineering 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 | Mortgage Loan Original Balance | Loan Agreement / ALA |
| 18 | Mortgage Loan Cut-off Date Balance | Refer to calculation procedures |
| 19 | Total Debt Original Balance | Loan Agreement |
| 20 | Total Debt Cut-off Date Balance | Refer to calculation procedures |
| 21 | Loan Purpose | None - Company Provided |
| 22 | Sponsor | Loan Agreement |
| 23 | Carve-Out Guarantor(s) | Guaranty |
| 24 | Borrower | Loan Agreement |
| 25 | Title Type | None - Company Provided |
| 26 | Mortgage Loan Monthly IO Payment | Refer to calculation procedures |
| 27 | Mortgage Loan Annual IO Debt Service | Refer to calculation procedures |
| 28 | Mortgage Loan Annual IO Debt Service At Cap | None - Company Provided |
| 29 | Monthly P&I Payment | Not applicable |
| 30 | Annual P&I Debt Service | Not applicable |
| 31 | Interest Accrual Method | Loan Agreement |
| 32 | Payment Date | Loan Agreement |
| 33 | Interest Accrual Start | Loan Agreement |
| 34 | Interest Accrual End | Loan Agreement |
| 35 | SOFR Assumption | None - Company Provided |
| 36 | Mortgage Loan SOFR Rounding Methodology | Loan Agreement |
| 37 | Mortgage Loan Interest Rate Adjustment Frequency | Loan Agreement |
| 38 | Mortgage Loan Spread | None - Company Provided |
| 39 | Mortgage Loan SOFR Floor | Loan Agreement |
| Characteristic | Source Document | |
| 40 | Mortgage Loan SOFR Cap Strike Rate | None - Company Provided |
| 41 | Mortgage Loan SOFR Cap Expiration Date | None - Company Provided |
| 42 | Mortgage Loan SOFR Cap Provider | None - Company Provided |
| 43 | Mortgage Loan SOFR Cap Provider Rating (F/M/S) | None - Company Provided |
| 44 | Grace Period (Late Fee) | Loan Agreement |
| 45 | Grace Period (Default) | Loan Agreement |
| 46 | IO Term (mos) | Refer to calculation procedures |
| 47 | Original Amortization Term | Loan Agreement |
| 48 | Amortization Type | Loan Agreement |
| 49 | Origination Date | None - Company Provided |
| 50 | First Payment Date | None - Company Provided |
| 51 | Mortgage Loan Interest Rate | Refer to calculation procedures |
| 52 | Administrative Fee Rate | None - Company Provided |
| 53 | Net Interest Rate | Refer to calculation procedures |
| 54 | Mortgage Loan Interest Rate At Cap | None - Company Provided |
| 55 | Original Loan Term (mos) | Refer to calculation procedures |
| 56 | Remaining Loan Term (mos) | Refer to calculation procedures |
| 57 | Seasoning | Refer to calculation procedures |
| 58 | Maturity Date | None - Company Provided |
| 59 | Extension Options | Loan Agreement |
| 60 | Extension Option Description | None - Company Provided |
| 61 | Fully Extended Maturity Date | Loan Agreement |
| 62 | Mortgage Loan Balloon Balance | Refer to calculation procedures |
| 63 | Total Debt Balloon Balance | Refer to calculation procedures |
| 64 | Defeasance Lockout Expiration Date | Loan Agreement |
| 65 | Open Period Begin Date | Loan Agreement |
| 66 | Prepay Description | Loan Agreement |
| 67 | Partial Release (Y/N) | Loan Agreement |
| 68 | Partial Release Description | None - Company Provided |
| 69 | Appraisal Date | Appraisal Report |
| 70 | Appraisal Value Type | Appraisal Report |
| 71 | Appraisal Value | Appraisal Report |
| 72 | Cut-off Date Mortgage Loan LTV | Refer to calculation procedures |
| 73 | Maturity Date Mortgage Loan LTV | Refer to calculation procedures |
| 74 | Academic Year 2022-2023 NOI | Underwritten Financial Summary Report |
| 75 | Academic Year 2023-2024 NOI | Underwritten Financial Summary Report |
| 76 | Academic Year 2024-2025 NOI | Underwritten Financial Summary Report |
| 77 | Most Recent NOI Date | Underwritten Financial Summary Report |
| 78 | Most Recent Description | Underwritten Financial Summary Report |
| Characteristic | Source Document | |
| 79 | Most Recent Effective Gross Income | 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 Effective Gross Income | Underwritten Financial Summary Report |
| 84 | Underwritten Expenses | Underwritten Financial Summary Report |
| 85 | Underwritten NOI | Underwritten Financial Summary Report |
| 86 | Underwritten Mortgage Loan IO NOI DSCR | Refer to calculation procedures |
| 87 | Underwritten Mortgage Loan IO NOI DSCR At Cap | None - Company Provided |
| 88 | Underwritten Mortgage Loan NOI Debt Yield | Refer to calculation procedures |
| 89 | Underwritten Replacement Reserve | Underwritten Financial Summary Report |
| 90 | Underwritten TI/LC Reserve | Underwritten Financial Summary Report |
| 91 | Underwritten NCF | Underwritten Financial Summary Report |
| 92 | Underwritten Mortgage Loan IO NCF DSCR | Refer to calculation procedures |
| 93 | Underwritten Mortgage Loan IO NCF DSCR At Cap | None - Company Provided |
| 94 | Underwritten Mortgage Loan NCF Debt Yield | Refer to calculation procedures |
| 95 | Lockbox | Loan Agreement |
| 96 | Cash Management | Loan Agreement |
| 97 | Cash Management Springing Condition | Loan Agreement |
| 98 | Engineering Report Date | Engineering Report |
| 99 | Environmental Phase I Report Date | Phase I Report |
| 100 | Environmental Phase II Report Date | Not applicable |
| 101 | Seismic Report Date | Not applicable |
| 102 | PML % | Not applicable |
| 103 | Terrorism Insurance | Insurance Risk Analysis |
| 104 | Windstorm Insurance | Insurance Risk Analysis |
| 105 | Earthquake Insurance | Insurance Risk Analysis |
| 106 | Flood Insurance | Insurance Risk Analysis |
| 107 | Ground Lease Expiration Date | Ground Lease |
| 108 | Ground Lessor | Ground Lease |
| 109 | Partial Defeasance | Loan Agreement |
| 110 | Partial Defeasance Description | Not applicable |
| 111 | Future Debt Permitted (Y/N) | Loan Agreement |
| 112 | Future Debt Description | Not applicable |
| 113 | Non-Consolidation Opinion | None - Company Provided |
| 114 | Independent Director | Loan Agreement |
| 115 | SPE | Loan Agreement |
| 116 | Real Estate Tax Escrow - Initial | Loan Agreement |
| 117 | Real Estate Tax Escrow - Ongoing | Loan Agreement |
| Characteristic | Source Document | |
| 118 | Real Estate Tax Escrow - Springing Condition | Loan Agreement |
| 119 | Insurance Escrow - Initial | Loan Agreement |
| 120 | Insurance Escrow - Ongoing | Loan Agreement |
| 121 | Insurance Escrow - Springing Condition | Loan Agreement |
| 122 | Replacement Reserve Escrow - Initial | Loan Agreement |
| 123 | Replacement Reserve Escrow - Ongoing | Loan Agreement |
| 124 | Replacement Reserve Escrow - Springing Condition | Not applicable |
| 125 | Immediate Repairs Escrow - Initial | Loan Agreement |
| 126 | Immediate Repairs Escrow - Ongoing | Loan Agreement |
| 127 | Rollover Escrow - Initial | Loan Agreement |
| 128 | Rollover Escrow - Ongoing | Loan Agreement |
| 129 | Rollover Escrow - Springing Condition | Not applicable |
| 130 | Other Escrow Required | Loan Agreement |
| 131 | Other Escrow 1 - Description | Loan Agreement |
| 132 | Other Escrow 1 - Initial | Loan Agreement |
| 133 | Other Escrow 1 - Ongoing | Loan Agreement |
| 134 | Other Escrow 1 - Springing Condition | Loan Agreement |
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 18, we recomputed the Mortgage Loan Cut-off Date Balance as being equal to the Mortgage Loan Original Balance.
With respect to Characteristic 20, we recomputed the Total Debt Cut-off Date Balance as being equal to the Total Debt Original Balance.
With respect to Characteristic 26, 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 27, 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 46, we recomputed the IO Term (mos) as being equal to the Original Loan Term (mos).
With respect to Characteristic 51, we recomputed the Mortgage Loan Interest Rate as the sum of the (a) SOFR Assumption and (b) Mortgage Loan Spread.
With respect to Characteristic 53, 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 55, 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 56, we recomputed the Remaining Loan Term (mos) as the difference of the (a) Original Loan Term (mos) and (b) Seasoning.
With respect to Characteristic 57, we recomputed the Seasoning by determining the number of payment dates from and inclusive of the First Payment Date to and inclusive of October 8, 2026 (the “Cut-off Date” as stipulated by representatives of the Company).
With respect to Characteristic 62, we recomputed the Mortgage Loan Balloon Balance as being equal to the Mortgage Loan Original Balance.
With respect to Characteristic 63, we recomputed the Total Debt Balloon Balance as being equal to the Total Debt Original Balance.
With respect to Characteristic 72, 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 73, we recomputed the Maturity Date Mortgage Loan LTV by dividing the (i) Mortgage Loan Balloon Balance by (ii) Appraisal Value.
With respect to Characteristic 86, 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 88, 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 92, 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 94, we recomputed the Underwritten Mortgage Loan NCF Debt Yield by dividing the (i) Underwritten NCF by (ii) Mortgage Loan Cut-off Date Balance.