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 EQUS Trust 2026-PHNX, Commercial Mortgage Pass-Through Certificates, Series 2026-PHNX. 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, Bank of America, National Association, BofA Securities, Inc. and Academy Securities, 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 28, 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 36 mortgaged properties (collectively, with the Mortgage Loan, the “Mortgage Asset”).

 

From September 3, 2026 through September 28, 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

  

Member of

Deloitte Touche Tohmatsu Limited

2 

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.

******

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 28, 2026

 

 

Appendix A

Source Documents

 

For purposes of performing the agreed-upon procedures described herein and at your request, we relied upon the following source documents as provided to us by representatives of 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 guaranty (the “Guaranty”);

 

Proforma policy title insurance (the “Title”);

 

Draft non-consolidation opinion (the “Non-Consolidation Opinion”);

 

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”);

 

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

 

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

 

 

*****

 

 

 

 

  Characteristic Source Document
1 Loan Number Identification purposes only - not applicable
2 Loan / Property Name Identification purposes only - not applicable
3 Street Address Appraisal Report / Engineering Report
4 City Appraisal Report
5 State Appraisal Report
6 County Appraisal Report
7 Zip Code Appraisal Report / Engineering Report
8 Property Type Appraisal Report
9 Property Type Detail None - Company Provided
10 Clear Heights (Feet) None - Company Provided
11 Year Built Appraisal Report
12 Most Recent Renovation None - Company Provided
13 Total Property SF Underwritten Rent Roll
14 Total Property Occupancy Rate Underwritten Rent Roll
15 Occupancy As of Date Underwritten Rent Roll
16 Mortgage Loan Per SF Refer to calculation procedures
17 Mortgage Loan Original Balance Loan Agreement / ALA
18 Mortgage Loan Cut-off Date Balance Refer to calculation procedures
19 Loan Purpose Loan Agreement
20 Sponsor Loan Agreement
21 Carve-Out Guarantor(s) Guaranty
22 Borrower None - Company Provided
23 Title Type Title
24 Mortgage Loan Monthly IO Payment Refer to calculation procedures
25 Mortgage Loan Annual IO Debt Service Refer to calculation procedures
26 Mortgage Loan Annual IO Debt Service At Cap None - Company Provided
27 Monthly P&I Payment Not applicable
28 Annual P&I Debt Service Not applicable
29 Interest Accrual Method Loan Agreement
30 Payment Date Loan Agreement
31 Interest Accrual Start Loan Agreement
32 Interest Accrual End Loan Agreement
33 Mortgage Loan SOFR Assumption None - Company Provided
34 Mortgage Loan SOFR Rounding Methodology Loan Agreement
35 Mortgage Loan Interest Rate Adjustment Frequency Loan Agreement
36 Mortgage Loan Spread None - Company Provided
37 Mortgage Loan SOFR Floor Loan Agreement
38 Mortgage Loan SOFR Cap Strike Rate None - Company Provided
39 Mortgage Loan SOFR Cap Expiration Date None - Company Provided

 

 

 

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

 

 

 

  Characteristic Source Document
79 Most Recent NOI Underwritten Financial Summary Report
80 Most Recent NCF Underwritten Financial Summary Report
81 Underwritten Effective Gross Income Underwritten Financial Summary Report
82 Underwritten Expenses Underwritten Financial Summary Report
83 Underwritten NOI Underwritten Financial Summary Report
84 Underwritten Mortgage Loan IO NOI DSCR Refer to calculation procedures
85 Underwritten Mortgage Loan IO NOI DSCR At Cap None - Company Provided
86 Underwritten Mortgage Loan NOI Debt Yield Refer to calculation procedures
87 Underwritten Replacement Reserve Underwritten Financial Summary Report
88 Underwritten TI/LC Reserve Underwritten Financial Summary Report
89 Underwritten NCF Underwritten Financial Summary Report
90 Underwritten Mortgage Loan IO NCF DSCR Refer to calculation procedures
91 Underwritten Mortgage Loan IO NCF DSCR At Cap None - Company Provided
92 Underwritten Mortgage Loan NCF Debt Yield Refer to calculation procedures
93 Major Tenant 1 Underwritten Rent Roll
94 Major Tenant 1 Sq. Ft. Underwritten Rent Roll
95 Major Tenant 1 Expiration Underwritten Rent Roll
96 Major Tenant 2 Underwritten Rent Roll
97 Major Tenant 2 Sq. Ft. Underwritten Rent Roll
98 Major Tenant 2 Expiration Underwritten Rent Roll
99 Major Tenant 3 Underwritten Rent Roll
100 Major Tenant 3 Sq. Ft. Underwritten Rent Roll
101 Major Tenant 3 Expiration Underwritten Rent Roll
102 Major Tenant 4 Underwritten Rent Roll
103 Major Tenant 4 Sq. Ft. Underwritten Rent Roll
104 Major Tenant 4 Expiration Underwritten Rent Roll
105 Major Tenant 5 Underwritten Rent Roll
106 Major Tenant 5 Sq. Ft. Underwritten Rent Roll
107 Major Tenant 5 Expiration Underwritten Rent Roll
108 Lockbox Loan Agreement
109 Cash Management Loan Agreement
110 Cash Management Springing Condition Loan Agreement
111 Engineering Report Date Engineering Report
112 Environmental Phase I Report Date Phase I Report
113 Environmental Phase II Report Date Not applicable
114 Seismic Report Date Not applicable
115 PML % Not applicable
116 Terrorism Insurance Insurance Risk Analysis
117 Windstorm Insurance Insurance Risk Analysis

 

 

 

  Characteristic Source Document
118 Earthquake Insurance Insurance Risk Analysis
119 Flood Insurance Insurance Risk Analysis
120 Ground Lease Expiration Date Not applicable
121 Ground Lessor Not applicable
122 Partial Defeasance Loan Agreement
123 Partial Defeasance Description Not applicable
124 Future Debt Permitted (Y/N) Loan Agreement
125 Future Debt Description Not applicable
126 Non-Consolidation Opinion Non-Consolidation Opinion
127 Independent Director Loan Agreement
128 SPE Loan Agreement
129 Real Estate Tax Escrow - Initial Loan Agreement
130 Real Estate Tax Escrow - Ongoing Loan Agreement
131 Real Estate Tax Escrow - Springing Condition Loan Agreement
132 Insurance Escrow - Initial Loan Agreement
133 Insurance Escrow - Ongoing Loan Agreement
134 Insurance Escrow - Springing Condition Loan Agreement
135 Replacement Reserve Escrow - Initial Loan Agreement
136 Replacement Reserve Escrow - Ongoing Loan Agreement
137 Replacement Reserve Escrow - Springing Condition Loan Agreement
138 Immediate Repairs Escrow - Initial Loan Agreement
139 Immediate Repairs Escrow - Ongoing Loan Agreement
140 Rollover Escrow - Initial Loan Agreement
141 Rollover Escrow - Ongoing Loan Agreement
142 Rollover Escrow - Springing Condition Loan Agreement
143 Other Escrow Required Loan Agreement
144 Other Escrow 1 - Description Loan Agreement
145 Other Escrow 1 - Initial None - Company Provided
146 Other Escrow 1 - Ongoing Loan Agreement
147 Other Escrow 1 - Springing Condition Loan Agreement
148 Other Escrow 2 – Description Loan Agreement
149 Other Escrow 2 - Initial Not applicable
150 Other Escrow 2 - Ongoing Not applicable
151 Other Escrow 2 - Springing Condition Not applicable

 

 

 

 

 

Calculation Procedures

 

With respect to Characteristic 16, 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 18, we recomputed the Mortgage Loan Cut-off Date Balance as being equal to the Mortgage Loan Original Balance.

 

With respect to Characteristic 24, 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 25, 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 44, we recomputed the IO Term (mos) as being equal to the Original Loan Term (mos).

 

With respect to Characteristic 49, we recomputed the Mortgage Loan Interest Rate as the sum of the (a) Mortgage Loan SOFR Assumption and (b) Mortgage Loan Spread.

 

With respect to Characteristic 51, 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 53, 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 54, we recomputed the Remaining Loan Term (mos) as the difference of the (a) Original Loan Term (mos) and (b) Seasoning.

 

With respect to Characteristic 55, we recomputed the Seasoning by determining the number of payment dates from and inclusive of the First Payment Date to and inclusive of October 22, 2026 (the “Cut-off Date” as stipulated by representatives of the Company).

 

With respect to Characteristic 60, we recomputed the Mortgage Loan Balloon Balance as being equal to the Mortgage Loan Original Balance.

 

With respect to Characteristic 69, 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 70, we recomputed the Maturity Date Mortgage Loan LTV by dividing the (i) Mortgage Loan Balloon Balance by (ii) Appraisal Value.

 

With respect to Characteristic 84, 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 86, 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 90, 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 92, we recomputed the Underwritten Mortgage Loan NCF Debt Yield by dividing the (i) Underwritten NCF by (ii) Mortgage Loan Cut-off Date Balance.