Exhibit 99.1
![]() |
|
| KPMG LLP Suite 900 8350 Broad Street McLean, VA 22102 |
Independent Accountants’ Agreed-Upon Procedures Report
Mesirow Financial Services, Inc. (the “Company”)
Mesirow SASB Loan Funding, LLC
Mesirow SASB Loan Depositor, LLC
Mesirow Financial, Inc.
(collectively, the “Specified Parties”):
Re: MSRW 2026-475F Pass-Through Trust – Data File Procedures
We have performed the procedures described below on the specified attributes in an electronic data file entitled “MSRW 2026-475F - Annex A.xlsx” provided by the Company on September 22, 2026 (the “Data File”), containing information on one mortgage loan (the “Mortgage Loan”) and one related mortgaged property (the “Mortgaged Property”) as of October 6, 2026 (the “Cut-off Date”), which we were informed is intended to be included as collateral in the offering by MSRW 2026-475F Pass-Through Trust, Commercial Mortgage Pass-Through Certificates, Series MSRW 2026-475F (the “Certificates”). The Company is responsible for the specified attributes identified by the Company in the Data File.
The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of assisting the Specified Parties in evaluating the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.
The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.
Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:
| · | The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the reporting threshold. |
| · | The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the reporting threshold. |
| · | The term “reporting threshold” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively. |
| · | The term "Provided by the Company” when used in the “Source Document(s)” column of Attachment A, means we were instructed by the Company to assume the attribute is accurate and not perform any procedure. |
| · | The term “Loan Files” means the electronic copies of source documents provided by the Company and listed in Attachment A. Where the term “Draft” is used, it means source documents provided by the Company and listed in Attachment A are in draft form and are not executed with signatures as of the date |
| KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
of this report. We make no representation regarding the validity or accuracy of any of the source documents.
| · | The term “Compared Attributes” means the list of fields in the Data File which were selected by the Company for us to perform comparison procedures for and are listed in Attachment A. |
| · | The term “Recomputed Attributes” means the list of fields in the Data File which were selected by the Company for us to perform recomputation procedures for and are listed in Attachment B. |
| · | The term “Calculation Methodology” means the formula listed in the “Calculation Methodology” column of Attachment B containing the calculation methodology for the Recomputed Attributes provided by the Company. |
| · | The term “Provided Information” means the Loan Files, Calculation Methodology and Cut-off Date. |
Prior to being provided the Data File, we received one or more earlier versions of the data file on which to perform our procedures. In performing those procedures, we identified differences which were communicated to the Company. The Data File represents the revised information reflecting resolution of differences communicated as determined appropriate by the Company. We performed the procedures on the Data File, and the results of those procedures are reflected herein.
The procedures we were instructed by the Company to perform for the Mortgage Loan and related Mortgaged Property in the Data File and the associated findings are as follows.
| A. | We compared the Compared Attributes in the Data File (except for those with “Provided by the Company” in the “Source Document(s)” column of Attachment A) to the corresponding information included in the Loan Files. The Company indicated that the absence of any of the information in the Loan Files or the inability to agree the indicated information from the Data File to the Loan Files for each of the attributes identified, constituted an exception (except for those Compared Attributes with “Provided by the Company” in the “Source Document(s)” column of Attachment A). The document priority is the order provided by the Company, which is listed in the “Source Document(s)” column in Attachment A, with the highest priority document listed first. |
| B. | We recomputed the Recomputed Attributes in the Data File using (i) the corresponding information contained in the Data File, and (ii) the Calculation Methodology. |
We found such information to be in agreement without exception.
We were engaged by the Company to perform this agreed-upon procedures engagement. We conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes in the Data File. 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.
We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.
The procedures performed were applied based on the information included in the Data File and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Company, (ii) the physical existence of the Mortgage Loan and related Mortgaged Property, (iii) the reliability or accuracy of the Provided Information which was used in our procedures, or (iv) matters of legal interpretation.
2
The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Mortgage Loan to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing the Mortgage Loan being securitized, (iii) the compliance of the originator of the Mortgage Loan with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Mortgage Loan and related Mortgaged Property 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. The procedures performed were not intended to satisfy any criteria for due diligence published by the nationally recognized statistical rating organizations (“NRSROs”).
The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances that may subsequently occur.
This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors or the NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.
/s/ KPMG LLP
McLean, Virginia
September 22, 2026
3
ATTACHMENT A
COMPARED ATTRIBUTES
| Attribute | Source Document(s) |
| Loan Number | Provided by the Company |
| Mortgage Loan Originators | Draft Loan Agreement |
| Mortgage Loan Sellers | Provided by the Company |
| Property Name | Provided by the Company |
| Property Address | Appraisal; Engineering Report |
| Property City | Appraisal; Engineering Report |
| Property State | Appraisal; Engineering Report |
| Property Zip Code | Appraisal; Engineering Report |
| County | Appraisal; Engineering Report |
| Year Built | Appraisal; Engineering Report |
| Year Renovated | Appraisal; Engineering Report |
| General Property Type | Appraisal |
| Specific Property Type | Appraisal |
| No. of Units | Underwritten Rent Roll |
| Unit of Measure | Underwritten Rent Roll |
| Occupancy | Underwritten Rent Roll |
| Occupancy % Source Date | Provided by the Company |
| Loan Purpose (Acquisition, Refinance) | Provided by the Company |
| Borrower Name | Draft Loan Agreement |
| Borrower Sponsor | Provided by the Company |
| Non-Recourse Carveout Guarantor | Draft Guaranty; Draft Loan Agreement |
| Property Manager | Property Management Agreement; Draft Loan Agreement |
| Note Date | Provided by the Company |
| First Payment Date | Provided by the Company |
| Original Principal Balance ($) | Draft Loan Agreement |
A-1
ATTACHMENT A
| Attribute | Source Document(s) |
| Initial Maturity Date or Anticipated Repayment Date | Provided by the Company |
| Fully Extended Maturity Date or Anticipated Repayment Date | Provided by the Company |
| Rate Type | Draft Loan Agreement |
| Mortgage Loan Accrual Basis | Draft Loan Agreement |
| Mortgage Loan Spread | Provided by the Company |
| Mortgage Loan SOFR Strike Cap Rate | Provided by the Company |
| Mortgage Loan SOFR Cap Expiration Date | Provided by the Company |
| Mortgage Loan SOFR Cap Provider | Provided by the Company |
| Assumed 1M SOFR | Provided by the Company |
| Prepayment Restriction Code | Provided by the Company |
| Mezzanine A Debt Cut-Off Date Principal Balance ($) | Provided by the Company |
| Mezzanine B Debt Cut-Off Date Principal Balance ($) | Provided by the Company |
| Existing Unsecured Debt (Y/N) | Draft Loan Agreement |
| Unsecured Debt Cut-Off Date Principal Balance ($) | Draft Loan Agreement |
| Future Secured Debt Permitted (Y/N) | Draft Loan Agreement |
| Future Unsecured Debt Permitted (Y/N) | Draft Loan Agreement |
| Mezzanine A Rate Type | Mezzanine Loan Agreement |
| Mezzanine A Loan Accrual Basis | Mezzanine Loan Agreement |
| Mezzanine A Loan Interest Rate | Mezzanine Loan Agreement |
| Mezzanine B Rate Type | Mezzanine Loan Agreement |
| Mezzanine B Loan Accrual Basis | Mezzanine Loan Agreement |
| Mezzanine B Loan Interest Rate | Mezzanine Loan Agreement |
| Partial Release and/or Partial Prepayment (Y/N) | Draft Loan Agreement |
| Partial Release and/or Prepayment Description | Draft Loan Agreement |
| Extension Options Description | Draft Loan Agreement |
| Loan Amortization Type | Draft Loan Agreement |
| Appraisal Firm | Appraisal |
A-2
ATTACHMENT A
| Attribute | Source Document(s) |
| As-Is Appraisal Valuation Date | Appraisal |
| As-Is Appraised Value ($) | Appraisal |
| Underwritten Effective Gross Income ($) | Company Underwritten Cash Flow Statement |
| Underwritten Expenses ($) | Company Underwritten Cash Flow Statement |
| Underwritten Net Operating Income ($) | Company Underwritten Cash Flow Statement |
| Underwritten Net Cash Flow ($) | Company Underwritten Cash Flow Statement |
| July 2026 T12 Effective Gross Income ($) | Company Underwritten Cash Flow Statement |
| July 2026 T12 Expenses ($) | Company Underwritten Cash Flow Statement |
| July 2026 T12 Net Operating Income ($) | Company Underwritten Cash Flow Statement |
| July 2026 T12 Net Cash Flow ($) | Company Underwritten Cash Flow Statement |
| 2025 Effective Gross Income ($) | Company Underwritten Cash Flow Statement |
| 2025 Expenses ($) | Company Underwritten Cash Flow Statement |
| 2025 Net Operating Income ($) | Company Underwritten Cash Flow Statement |
| 2025 Net Cash Flow ($) | Company Underwritten Cash Flow Statement |
| 2024 Effective Gross Income ($) | Company Underwritten Cash Flow Statement |
| 2024 Expenses ($) | Company Underwritten Cash Flow Statement |
| 2024 Net Operating Income ($) | Company Underwritten Cash Flow Statement |
| 2024 Net Cash Flow ($) | Company Underwritten Cash Flow Statement |
| 2023 Effective Gross Income ($) | Company Underwritten Cash Flow Statement |
| 2023 Expenses ($) | Company Underwritten Cash Flow Statement |
| 2023 Net Operating Income ($) | Company Underwritten Cash Flow Statement |
| 2023 Net Cash Flow ($) | Company Underwritten Cash Flow Statement |
| Deferred Maintenance Reserve (Initial) | Draft Loan Agreement |
| Deferred Maintenance Reserve (Monthly) | Draft Loan Agreement |
| Springing Deferred Maintenance Reserve Description | Draft Loan Agreement |
| Tax Escrow (Initial) | Provided by the Company |
| Tax Escrow (Monthly) | Provided by the Company |
A-3
ATTACHMENT A
| Attribute | Source Document(s) |
| Springing Tax Escrow Description | Draft Loan Agreement |
| Insurance Escrow (Initial) | Provided by the Company |
| Insurance Escrow (Monthly) | Draft Loan Agreement |
| Springing Insurance Escrow Description | Draft Loan Agreement |
| CapEx Reserve (Initial) | Draft Loan Agreement |
| CapEx Reserve (Monthly) | Draft Loan Agreement |
| Springing CapEx Reserve Description | Draft Loan Agreement |
| TI/LC Reserve (Initial) | Provided by the Company |
| TI/LC Reserve (Monthly) | Draft Loan Agreement |
| Springing TI/LC Reserve Description | Draft Loan Agreement |
| Other Reserve I (Initial) | Provided by the Company |
| Other Reserve I (Monthly) | Draft Loan Agreement |
| Other Reserve I Description | Draft Loan Agreement |
| Other Reserve II (Initial) | Draft Loan Agreement |
| Other Reserve II (Monthly) | Draft Loan Agreement |
| Other Reserve II Description | Draft Loan Agreement |
| Lien Position | Title Policy |
| Title Vesting (Fee/Leasehold/Both) | Title Policy |
| Type of Lockbox | Draft Loan Agreement, Draft Cash Management Agreement |
| Cash Management Trigger Event Description | Draft Loan Agreement, Draft Cash Management Agreement |
| Environmental Phase I Report Firm | Phase I Environmental Report |
| Environmental Phase I Report Date | Phase I Environmental Report |
| Phase II Performed | Phase I Environmental Report |
| Engineering Report Date | Engineering Report |
| Engineering Report Firm | Engineering Report |
| Seismic Report Firm | Engineering Report |
A-4
ATTACHMENT A
| Attribute | Source Document(s) |
| Seismic Report Date | Engineering Report |
| Largest Tenant Name | Underwritten Rent Roll |
| Largest Tenant SqFt | Underwritten Rent Roll |
| Largest Tenant Exp. Date | Underwritten Rent Roll |
| 2nd Largest Tenant Name | Underwritten Rent Roll |
| 2nd Largest Tenant SqFt | Underwritten Rent Roll |
| 2nd Largest Tenant Exp. Date | Underwritten Rent Roll |
A-5
ATTACHMENT B
RECOMPUTED ATTRIBUTES
Attribute |
Calculation Methodology |
| Mortgage Loan Cut-Off Date Principal Balance ($) | Set equal to Original Principal Balance ($). |
| Cut-Off Date Total Debt Amount ($) | Total Mezzanine Debt Cut-Off Date Principal Balance ($) plus Mortgage Loan Cut-Off Date Principal Balance ($). |
| Mortgage Loan Interest Rate at SOFR Cap | Mortgage Loan Spread plus Mortgage Loan SOFR Strike Cap Rate. |
| Mortgage Loan Monthly Debt Service at SOFR Cap | Product of (i) Mortgage Loan Interest Rate at SOFR Cap, (ii) Mortgage Loan Cut-Off Date Principal Balance ($), and (iii) 365/360, divided by 12. |
| Mortgage Loan UW NOI DSCR at SOFR Cap | Underwritten Net Operating Income ($) divided by the product of Mortgage Loan Monthly Debt Service at SOFR Cap and 12. |
| Mortgage Loan Interest Rate | Mortgage Loan Spread plus Assumed 1M SOFR. |
| Mortgage Loan Monthly Debt Service ($) | Product of (i) Mortgage Loan Interest Rate, (ii) Mortgage Loan Cut-Off Date Principal Balance ($), and (iii) 365/360, divided by 12. |
| Total Mezzanine Debt Cut-Off Date Principal Balance ($) | Mezzanine A Debt Cut-Off Date Principal Balance ($) plus Mezzanine B Debt Cut-Off Date Principal Balance ($). |
| Mezzanine A Loan Monthly Debt Service | Product of (i) Mezzanine A Loan Interest Rate, (ii) Mezzanine A Debt Cut-Off Date Principal Balance ($), and (iii) 365/360, divided by 12. |
| Mezzanine B Loan Monthly Debt Service | Product of (i) Mezzanine B Loan Interest Rate, (ii) Mezzanine B Debt Cut-Off Date Principal Balance ($), and (iii) 365/360, divided by 12. |
| Total Debt Interest Rate | Sum of (A) the product of (i) Mortgage Loan Interest Rate and (ii) Mortgage Loan Cut-Off Date Principal Balance ($) (B) the product of (i) Mezzanine A Debt Cut-Off Date Principal Balance ($) and (ii) Mezzanine A Loan Interest Rate and (C) the product of (i) Mezzanine B Debt Cut-Off Date Principal Balance ($) and (ii) Mezzanine B Loan Interest Rate divided by Cut-Off Date Total Debt Amount ($). |
| As-Is Total Debt LTV Ratio | Cut-Off Date Total Debt Amount ($) divided by As-Is Appraised Value ($). |
| Total Debt UW NOI DSCR | Underwritten Net Operating Income ($) divided by the product of (A) the sum of Mortgage Loan Monthly Debt Service ($), Mezzanine A Loan Monthly Debt Service and Mezzanine B Loan Monthly Debt Service and (B) 12. |
B-1
ATTACHMENT B
Attribute |
Calculation Methodology |
| Total Debt UW NCF DSCR | Underwritten Net Cash Flow ($) divided by the product of (A) the sum of Mortgage Loan Monthly Debt Service ($), Mezzanine A Loan Monthly Debt Service and Mezzanine B Loan Monthly Debt Service and (B) 12. |
| Total Debt UW NOI Debt Yield | Underwritten Net Operating Income ($) divided by Cut-Off Date Total Debt Amount ($). |
| Total Debt UW NCF Debt Yield | Underwritten Net Cash Flow ($) divided by Cut-Off Date Total Debt Amount ($). |
| Loan Term (Initial) | Number of payments between and including the First Payment Date and the Initial Maturity Date or Anticipated Repayment Date. |
| Remaining Loan Term (Initial) | Loan Term (Initial) minus Seasoning. |
| Loan Term (Fully Extended) | Number of payments between and including the First Payment Date and the Fully Extended Maturity Date or Anticipated Repayment Date. |
| Remaining Loan Term (Fully Extended) | Loan Term (Fully Extended) minus Seasoning. |
| IO Period (Initial) | Set equal to Loan Term (Initial). |
| IO Period (Fully Extended) | Set equal to Loan Term (Fully Extended). |
| Seasoning | Number of payments between and including the First Payment Date and the Cut-off Date, subject to a minimum of 0. |
| As-Is Mortgage Loan LTV Ratio | Mortgage Loan Cut-Off Date Principal Balance ($) divided by As-Is Appraised Value ($). |
| Mortgage Loan UW NOI DSCR | Underwritten Net Operating Income ($) divided by the product of Mortgage Loan Monthly Debt Service ($) and 12. |
| Mortgage Loan Underwritten NOI Debt Yield | Underwritten Net Operating Income ($) divided by Mortgage Loan Cut-Off Date Principal Balance ($). |
| Mortgage Loan Underwritten NCF Debt Yield | Underwritten Net Cash Flow ($) divided by Mortgage Loan Cut-Off Date Principal Balance ($). |
B-2