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 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

 

   

 

2

 

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.