Back to Learn

Trigger Events: When Your Loan Changes Mid-Stream

The actions that require lender consent—and what happens when you forget to ask.

Definition

Trigger Event: Any action, occurrence, or change that requires lender consent under the loan documents. Proceeding without consent constitutes a default, regardless of payment status.

You're current on every payment. The property is performing. You decide to bring in a new property manager, refinance a partner's ownership stake, or sign a long-term lease with a major tenant. Congratulations—you may have just defaulted on your loan. Freddie Mac loans come with extensive consent requirements, and violating them has serious consequences.

Why Do Trigger Events Exist?

Freddie Mac underwrote your loan based on specific assumptions:

  • Who owns the property: Your experience and financial strength
  • How it's managed: Professional management meeting their standards
  • Capital structure: No additional leverage increasing default risk
  • Property operations: Maintaining income and occupancy levels

Changes to any of these assumptions affect the loan's risk profile. Trigger events ensure the lender can evaluate and approve changes before they occur.

Common Trigger Events

1. Ownership Transfers

The most significant trigger event. Requires consent for:

Transfer TypeConsent Required?Process
Sale of propertyYes—full assumptionBuyer must qualify, 60-90 days, 1% fee
Transfer of majority interest (>49%)Yes—full assumptionSame as property sale
Transfer of minority interest (<49%)Depends on loan docsMay be permitted with notice only
Transfer to Key Principal's trustUsually permittedNotice required, estate planning exception
Change of Key PrincipalYesNew KP must qualify under Guide standards
Warning
The due-on-sale clause is not negotiable. Transferring ownership without consent makes the entire loan balance due immediately. This isn't a technicality—lenders enforce it.

2. Subordinate Financing

Adding any debt secured by the property or ownership interests requires consent:

  • Second mortgages (generally prohibited)
  • Mezzanine loans (prohibited)
  • Preferred equity with debt-like features (prohibited)
  • Lines of credit secured by ownership interests

Even if the subordinate financing would be permitted under Guide Section 4.6, you must still obtain consent. Proceeding without consent is a default.

3. Property Management Changes

Changing your property manager requires consent:

  • New third-party manager: Must be approved by lender
  • Self-management transition: Generally requires consent and may not be permitted
  • Management fee changes: Material increases may require approval

Freddie Mac has approved property manager lists. Switching to an unapproved manager—even a competent one—requires formal approval.

4. Significant Lease Transactions

Certain lease actions trigger consent requirements:

Lease ActionConsent Typically Required?
Commercial lease >10% of rentable areaYes
Lease term >5 yearsOften yes
Below-market rent concessionsDepends on materiality
Master lease or bulk leaseYes
Lease termination buyoutIf material to income

5. Property Alterations

Material changes to the property may require consent:

  • Major renovations: Especially if affecting unit count or building systems
  • Change of use: Converting commercial space to residential or vice versa
  • Demolition: Removing structures or reducing rentable area
  • New construction: Adding units or buildings

Routine maintenance and minor improvements typically don't require consent, but material alterations do.

6. Insurance and Condemnation

  • Insurance proceeds: Above certain thresholds, lender controls disbursement
  • Condemnation awards: Lender has rights to proceeds
  • Changes to insurance coverage: Reducing coverage below required levels

The Consent Process

Step 1: Review Loan Documents

Before any transaction, check your:

  • Loan Agreement: Sections on transfers, encumbrances, operations
  • Deed of Trust/Mortgage: Due-on-sale and transfer provisions
  • Guaranty: Bad boy carveout triggers

These documents control—don't rely on assumptions about what's permitted.

Step 2: Notify the Servicer

Contact your loan servicer (not Freddie Mac directly) to:

  • Confirm consent is required
  • Request the consent application package
  • Understand timeline and fees
  • Identify required documentation

Step 3: Submit Complete Application

Consent requests typically require:

  • Formal request letter explaining the proposed action
  • Supporting documentation (new management agreement, transfer documents, etc.)
  • Updated borrower financials (for ownership changes)
  • Consent fee payment

Step 4: Review and Approval

The servicer reviews and, for significant events, escalates to Freddie Mac. Timeline:

Event TypeTypical Timeline
Management change2-4 weeks
Minor lease approval2-3 weeks
Subordinate financing30-45 days
Ownership transfer/assumption60-90 days
Complex structural changes90+ days
Key Point
Start the consent process as soon as you contemplate any trigger event. Timelines are minimums, not guarantees. Deals have fallen apart because borrowers underestimated consent timing.

Consequences of Not Seeking Consent

Immediate Consequences

  • Loan default: Even if current on payments
  • Acceleration: Lender can call the full balance due
  • Default interest: Typically 5% above note rate
  • Late fees and penalties: Compound the problem

Bad Boy Carveout Triggers

Unauthorized transfers can trigger non-recourse carveouts:

  • Loan becomes full recourse to guarantor
  • Personal liability for entire loan balance
  • No longer limited to property value
Warning
Bad boy carveouts for unauthorized transfers are typically absolute—not curable. Once triggered, the guarantor is personally liable for the full loan amount, even if the transfer is reversed.

Discovery Is Inevitable

Even if you "get away with it" initially, unauthorized actions surface during:

  • Annual financial reporting: Required operating statements and rent rolls
  • Property inspections: Annual servicer inspections
  • Refinancing attempts: Title searches reveal unauthorized liens
  • Sale process: Buyer's due diligence uncovers issues
  • Insurance claims: Named insured discrepancies

Common Trigger Events Borrowers Miss

1. Estate Planning Transfers

Transferring ownership to your family trust or estate planning entity often requires consent. The estate planning exception in most loan documents is narrow—verify before transferring.

2. Partnership Restructuring

Buying out a partner, admitting a new partner, or restructuring the ownership entity can trigger consent requirements—even if you're not changing control.

3. Refinancing Other Properties

If your other properties are cross-collateralized or you've pledged your ownership interests elsewhere, that may violate your Freddie Mac loan's negative pledge provisions.

4. Management Contract Renewals

Renewing a management contract with materially different terms (longer term, higher fees) may require consent even though you're keeping the same manager.

5. Corporate Changes

Merging or converting your borrowing entity (LLC to LP, or vice versa) can trigger consent requirements.

Building a Consent-Aware Culture

Best Practices

  • Calendar key dates: Management contract renewals, partnership agreements, lease expirations
  • Train your team: Property managers and accountants should understand consent requirements
  • Review before acting: Make loan document review part of any transaction checklist
  • Maintain servicer relationship: Know your servicer contact for questions
  • Document everything: Keep copies of all consent requests and approvals

Insider Terminology

Due-on-Sale Clause
Provision making the full loan balance due upon transfer of ownership without lender consent. Standard in all Freddie Mac loans.
Bad Boy Carveouts
Exceptions to non-recourse protection triggered by borrower misconduct, including unauthorized transfers. Makes guarantor personally liable for full loan balance.
Negative Pledge
Covenant prohibiting the borrower from encumbering the property or ownership interests with additional liens without consent.
Consent Fee
Fee charged by servicer/lender to process consent requests. Typically $1,000-$15,000 depending on complexity; 1% for full assumptions.
Transfer
Any direct or indirect change in ownership of the property or the borrowing entity. Includes sales, pledges, encumbrances, and equity restructurings.

Key Takeaways

Bottom Line
  • Read your loan documents: Know what requires consent before you act
  • Start consent process early: Timelines are longer than borrowers expect
  • Unauthorized actions = default: Regardless of payment status
  • Bad boy carveouts are real: Unauthorized transfers can trigger personal liability
  • Discovery is inevitable: The servicer will find out eventually

Need help with your T-12?

We turn messy books into funded deals. 48-hour turnaround.

Get Started