BMO 2022-C2 Trust Faces Trustee Legal Battle, Servicing Shifts

TL;DR

**The lawsuit against Wilmington Trust is a red flag for BMO 2022-C2 investors, signaling potential operational headaches and reputational fallout for a critical trustee.**

AI Summary

BMO 2022-C2 Mortgage Trust's 2025 fiscal year 10-K filing primarily details the servicing arrangements and legal status of its commercial mortgage-backed securities. The trust, a non-accelerated filer, reported no significant obligors or external credit enhancements. Key mortgage loans, such as the Yorkshire & Lexington Towers loan (9.9% of initial pool balance) and The Reef loan (5.6% of initial pool balance), are part of larger whole loans serviced under various pooling and servicing agreements. A significant development is the civil complaint served on Wilmington Trust, National Association (WTNA) on February 3, 2026, by investors alleging unspecified damages for breaches of contract and duties related to WTNA's roles as custodian and indenture trustee for certain Tricolor Holdings, LLC asset-backed securitization transactions. This legal action, which WTNA intends to vigorously defend, could impact the trustee's operational stability and reputation, potentially affecting the trust's servicing ecosystem. The filing also noted a change in master servicer for the UBS 2019-C18 PSA, with Trimont LLC succeeding Wells Fargo Bank, National Association, effective March 1, 2025.

Why It Matters

This filing is crucial for investors in BMO 2022-C2 Mortgage Trust as it highlights potential operational risks stemming from the legal action against Wilmington Trust, National Association, a key trustee across multiple servicing agreements. While the lawsuit pertains to Tricolor Holdings, LLC transactions, any adverse outcome for WTNA could impact its ability to fulfill its duties for BMO 2022-C2, potentially disrupting cash flows or increasing administrative costs. The competitive landscape for CMBS trusts relies heavily on the reliability of their servicing and trustee entities, and this legal challenge introduces uncertainty. Employees of WTNA and other servicing entities may face increased scrutiny, and the broader market could see a re-evaluation of trustee risk in securitized products.

Risk Assessment

Risk Level: medium — The risk level is medium due to the civil complaint against Wilmington Trust, National Association (WTNA) on February 3, 2026, for unspecified damages related to alleged breaches of contract and duties. While the lawsuit is not directly against BMO 2022-C2 Mortgage Trust, WTNA serves as trustee for multiple PSAs related to the trust's mortgage loans, including the CGCMT 2022-GC48 PSA and BMARK 2022-B35 PSA, creating indirect operational and reputational risk.

Analyst Insight

Investors should closely monitor the legal proceedings involving Wilmington Trust, National Association, as any adverse judgment could impact the operational stability of the BMO 2022-C2 Mortgage Trust. Evaluate the trust's exposure to WTNA across its various servicing agreements and consider potential contingency plans for trustee services.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

0.0%

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

0.0%

cash Position

$0

revenue Growth

0.0%

Key Numbers

• 9.9% — Percentage of initial pool balance (Represented by the Yorkshire & Lexington Towers mortgage loan)
• 3.2% — Percentage of initial pool balance (Represented by the 79 Fifth Avenue mortgage loan)
• 5.6% — Percentage of initial pool balance (Represented by The Reef mortgage loan)
• 4.2% — Percentage of initial pool balance (Represented by the Bell Works mortgage loan)
• 4.5% — Percentage of initial pool balance (Represented by the 360 Rosemary mortgage loan)
• 3.1% — Percentage of initial pool balance (Represented by the 111 River Street mortgage loan)
• 3.1% — Percentage of initial pool balance (Represented by the Phoenix Industrial Portfolio VIII mortgage loan)
• 2.1% — Percentage of initial pool balance (Represented by the 2 Riverfront Plaza mortgage loan)
• 1.3% — Percentage of initial pool balance (Represented by the Wyndham National Hotel Portfolio mortgage loan)
• 2026-02-03 — Date of civil complaint (Wilmington Trust, National Association was served with a civil complaint)

Key Players & Entities

• BMO 2022-C2 Mortgage Trust (company) — issuing entity
• Wilmington Trust, National Association (company) — trustee and defendant in civil complaint
• Tricolor Holdings, LLC (company) — entity related to asset-backed securitization transactions subject to lawsuit
• Trimont LLC (company) — successor master servicer for UBS 2019-C18 PSA as of March 1, 2025
• Wells Fargo Bank, National Association (company) — former master servicer for UBS 2019-C18 PSA
• BMO Commercial Mortgage Securities LLC (company) — depositor
• Bank of Montreal (company) — sponsor
• KeyBank National Association (company) — sponsor and master servicer for BMARK 2022-B35 PSA
• Starwood Mortgage Capital LLC (company) — sponsor
• Citi Real Estate Funding Inc. (company) — sponsor

FAQ

Risk Factors

• Civil Complaint Against Trustee [high — legal]: Wilmington Trust, National Association (WTNA), the custodian and indenture trustee for certain Tricolor Holdings, LLC asset-backed securitization transactions, was served with a civil complaint on February 3, 2026. Investors allege unspecified damages for breaches of contract and duties. WTNA intends to defend vigorously.
• Servicer Change [medium — operational]: A change in master servicer occurred for the UBS 2019-C18 PSA, with Trimont LLC succeeding Wells Fargo Bank, National Association, effective March 1, 2025. This transition could introduce operational adjustments within the servicing ecosystem.
• Concentration in Whole Loans [medium — financial]: Key mortgage loans, such as Yorkshire & Lexington Towers (9.9% of initial pool balance) and The Reef (5.6% of initial pool balance), are part of larger whole loans with companion loans held outside the issuing entity. This structure can introduce complexities in servicing and potential conflicts.

Industry Context

The commercial mortgage-backed securities (CMBS) market, particularly for trusts like BMO 2022-C2, is heavily influenced by servicing arrangements and the legal framework governing these complex financial instruments. The prevalence of 'whole loans,' where portions of a single mortgage are held within and outside the trust, introduces unique servicing challenges and potential conflicts of interest. The industry is also sensitive to legal actions against key fiduciaries like trustees, as these can disrupt operational stability and investor confidence.

Regulatory Implications

While BMO 2022-C2 Mortgage Trust is a non-accelerated filer, it is still subject to SEC reporting requirements. The civil complaint against Wilmington Trust, National Association, highlights potential risks related to fiduciary duties and contract compliance within securitization structures, which could lead to increased scrutiny or regulatory attention on such arrangements.

What Investors Should Do

1. Monitor the outcome of the civil complaint against Wilmington Trust, National Association.
2. Assess the impact of the master servicer change on the UBS 2019-C18 PSA.
3. Evaluate the concentration risk associated with 'whole loans'.

Key Dates

• 2026-02-03: Civil complaint served on Wilmington Trust, National Association — This legal action by investors alleging breaches of contract and duties could impact the trustee's operational stability and reputation, potentially affecting the trust's servicing ecosystem.
• 2025-03-01: Change in master servicer for UBS 2019-C18 PSA — Trimont LLC succeeded Wells Fargo Bank, National Association, effective March 1, 2025. This transition may lead to operational adjustments in loan servicing.

Glossary

Non-accelerated filer

A type of filer with the SEC that is not required to comply with certain accelerated reporting deadlines and other requirements applicable to larger public companies. (Indicates BMO 2022-C2 Mortgage Trust has a smaller reporting burden compared to accelerated filers.)

Whole loan

A mortgage loan that is not divided into parts. In the context of CMBS, a whole loan may be comprised of a portion held within the trust and a portion held outside the trust (companion loan). (Explains the structure of significant loans like Yorkshire & Lexington Towers, where parts are held by the trust and parts are external, impacting servicing and potential conflicts.)

Pooling and Servicing Agreement (PSA)

A contract that governs the relationship between the mortgage loan originators, the trust, the servicers, and the bondholders in a securitization transaction. (Details the operational framework and rights/responsibilities for servicing the mortgage loans within the trust, as seen with the UBS 2019-C18 PSA.)

Indenture Trustee

A fiduciary appointed to represent the interests of bondholders in a debt issuance, ensuring the issuer complies with the terms of the indenture agreement. (Wilmington Trust's role as indenture trustee is central to the civil complaint, highlighting potential risks associated with trustee duties.)

Custodian

An entity responsible for holding and safeguarding the physical or electronic documents related to the assets underlying a securitization, such as mortgage loan files. (Wilmington Trust's role as custodian is also cited in the civil complaint, indicating potential issues with document management or safekeeping.)

Year-Over-Year Comparison

This filing does not provide comparative financial data from a previous year, as it focuses on the structural and legal aspects of the trust, including specific loan concentrations and a significant legal event involving the trustee. Key metrics such as revenue, net income, and margins are not detailed in this excerpt, making a direct year-over-year comparison impossible.

Filing Documents

• bmo22c02_10k-2025.htm (10-K) — 131KB
• bmo22c02_31.htm (EX-31) — 6KB
• bmo22c02_33-1.htm (EX-33.1) — 172KB
• bmo22c02_33-2.htm (EX-33.2) — 439KB
• bmo22c02_33-3.htm (EX-33.3) — 597KB
• bmo22c02_33-4.htm (EX-33.4) — 1420KB
• bmo22c02_33-5.htm (EX-33.5) — 3113KB
• bmo22c02_33-6.htm (EX-33.6) — 135KB
• bmo22c02_33-7.htm (EX-33.7) — 2773KB
• bmo22c02_33-10.htm (EX-33.10) — 992KB
• bmo22c02_33-24.htm (EX-33.24) — 177KB
• bmo22c02_34-1.htm (EX-34.1) — 9KB
• bmo22c02_34-2.htm (EX-34.2) — 9KB
• bmo22c02_34-3.htm (EX-34.3) — 7KB
• bmo22c02_34-4.htm (EX-34.4) — 11KB
• bmo22c02_34-5.htm (EX-34.5) — 11KB
• bmo22c02_34-6.htm (EX-34.6) — 7KB
• bmo22c02_34-7.htm (EX-34.7) — 10KB
• bmo22c02_34-10.htm (EX-34.10) — 693KB
• bmo22c02_34-24.htm (EX-34.24) — 9KB
• bmo22c02_35-1.htm (EX-35.1) — 54KB
• bmo22c02_35-2.htm (EX-35.2) — 546KB
• bmo22c02_35-3.htm (EX-35.3) — 999KB
• bmo22c02_35-4.htm (EX-35.4) — 1086KB
• bmo22c02_35-12.htm (EX-35.12) — 860KB
• 0001888524-26-006577.txt ( ) — 14266KB

financial statements. ___

financial statements. ___ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b). ___ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No X common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Not applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not applicable. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not applicable. EXPLANATORY NOTES 1. The Yorkshire & Lexington Towers mortgage loan, which represented approximately 9.9% of the initial pool balance of the issuing entity, is part of a whole loan comprised of the subject mortgage loan included in the issuing entity

(d) of Regulation AB with respect to the issuing entity

Item 1122(d) of Regulation AB with respect to the issuing entity. 8. This report on Form 10-K does not include the servicer compliance statements of (i) Greystone Servicing Company LLC, as special servicer for the 79 Fifth Avenue mortgage loan under the CGCMT 2022-GC48 PSA (ii) Situs Holdings, LLC, as special servicer for the 360 Rosemary mortgage loan under the BMO 2022-C1 PSA, (iii) Wells Fargo Bank, National Association, as master servicer prior to March 1, 2025 under the UBS 2019-C18 PSA, pursuant to which the Wyndham National Hotel Portfolio mortgage loan is serviced and (iv) Trimont LLC, as master servicer on and after March 1, 2025 under the UBS 2019-C18 PSA, pursuant to which the Wyndham National Hotel Portfolio mortgage loan is serviced, because each of Greystone Servicing Company LLC, Situs Holdings, LLC, Wells Fargo Bank, National Association and Trimont LLC is an unaffiliated party that services less than 10% of the pool assets of the issuing entity, and therefore is not a servicer that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB. This annual report on Form 10-K does not include the servicer compliance statements of (i) Computershare Trust Company, National Association as certificate administrator under the CGCMT 2022-GC48 PSA, the BMARK 2022-B35 PSA, the BMO 2022-C1 PSA, the BBCMS 2022-C16 PSA and the BBCMS 2022-C15 PSA and (ii) Wells Fargo Bank, National Association, as certificate administrator under the UBS 2019-C18 PSA, because the certificate administrator under each such pooling and servicing agreement is not a servicer that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB with respect to the issuing entity. PART I Item 1. Business. Omitted. Item 1A. Risk Factors. Omitted. Item 1B. Unresolved Staff Comments. None. Item 1C. Cybersecurity. Omitted. Item 2. Properties. Omitted. Item 3. Legal Proceedings. Omitted. Item 4. Mine Safety Disclosures. Not appli

Selected Financial Data

Selected Financial Data. Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Omitted. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Omitted. Item 8.

Financial Statements and

Financial Statements and Supplementary Data. Omitted. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Omitted. Item 9A.

Controls and Procedures

Controls and Procedures. Omitted. Item 9B. Other Information. None. Item 9C. Disclosure regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. Omitted. Item 11.

Executive Compensation

Executive Compensation. Omitted. Item 12.

Security Ownership of Certain

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Omitted. Item 13. Certain Relationships and Related Transactions, and Director Independence. Omitted. Item 14. Principal Accounting Fees and Services. Omitted. ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB Item 1112(b) of Regulation AB, Significant Obligor Financial Information. With respect to the pool assets for BMO 2022-C2 Mortgage Trust, there are no significant obligors within the meaning of Item 1101(k) of Regulation AB. Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information. No entity or group of affiliated entities provides any external credit enhancement, uses any derivative instruments or other support for the certificates within this transaction. Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information). No entity or group of affiliated entities provides any external credit enhancement, uses any derivative instruments or other support for the certificates within this transaction. Item 1117 of Regulation AB, Legal Proceedings. Disclosure from Wilmington Trust, National Association ("WTNA") (i) as trustee and (ii) as trustee under the CGCMT 2022-GC48 PSA, pursuant to which the Yorkshire & Lexington Towers mortgage loan and the 79 Fifth Avenue mortgage loan are serviced, (iii) as trustee under the BMARK 2022-B35 PSA, pursuant to which The Reef mortgage loan and the Bell Works mortgage loan are serviced, (iv) as trustee under the BMO 2022-C1 PSA, pursuant to which the 360 Rosemary mortgage loan and the 111 River Street mortgage loan are serviced, (v) as trustee under the BBCMS 2022-C16 PSA, pursuant to which the Phoenix Industrial Portfolio VIII mortgage loan is serviced, (vi) as trustee under the BBCMS 2022-C15 PSA, pursuant to which the 2 Riverfront Plaza mortgage loan is serviced and (vii) as trustee under the UBS 2019-C18 PSA, pursuant to which the Wyndham National Ho

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