Deal-tested attorneys who are
mortgage market experts.

Goldsmith Associates is the leading provider of legal counsel to depository institutions, mortgage bankers, fund managers, loan servicers, and broker-dealers in connection with the purchase, sale, servicing, and financing of whole loans and servicing rights.

Engage your counsel
871+
Deals Closed
$155B
Assets Conveyed
Clients Represented
19+
Years Experience

Experience on buy-side and sell-side transactions of all types and sizes.

Goldsmith Associates understands the nuances of how and why legal issues differ between a buy-side vs. sell-side trade, a premium vs. discount price, a servicing-released vs. servicing-retained deal, a bulk vs. flow arrangement, a conforming loan vs. conventional loan, and every permutation of these. We leverage this specialized knowledge on single-loan trades, large pool transactions, and entire portfolio dispositions alike — with a proven track record of success spanning 871+ closed deals.

Close your deal
  • #871 (Q2-2026) $3.9B
  • #870 (Q2-2026) $80.7M
  • #869 (Q2-2026) $6.2M
  • #868 (Q2-2026) $6.7M
  • #867 (Q1-2026) $925.7M
  • #866 (Q1-2026) $4.1B
  • #865 (Q1-2026) $170.3M
  • #864 (Q1-2026) $71.6M
  • #863 (Q1-2026) $3.4M
  • #862 (Q1-2026) $1.2M
  • #861 (Q1-2026) $25.0M
  • #860 (Q1-2026) $30.0M
  • #839 (Q2-2025) $62.7M
  • #838 (Q2-2025) $13.8B
  • #837 (Q2-2025) $44.6M
  • #836 (Q2-2025) $6.2M
  • #835 (Q2-2025) $7.1M
  • #834 (Q2-2025) $125.8M
  • #833 (Q2-2025) $4.3B
  • #832 (Q2-2025) $24.9M
  • #831 (Q2-2025) $239.8M
  • #830 (Q1-2025) $1.9B
  • #829 (Q1-2025) $207.0M
  • #828 (Q1-2025) $1.2M
  • #799 (Q2-2024) $1.2B
  • #798 (Q2-2024) $181.4M
  • #797 (Q2-2024) $1.7M
  • #796 (Q2-2024) $1.3M
  • #795 (Q2-2024) $1.8M
  • #794 (Q2-2024) $5.4M
  • #793 (Q2-2024) $84.6M
  • #792 (Q2-2024) $20.7M
  • #791 (Q2-2024) $1.2M
  • #790 (Q2-2024) $5.0M
  • #789 (Q2-2024) $30.4M
  • #788 (Q2-2024) $1.1M

871+ closed transactions. One thing we do.

98.6% Closing Success
One Core Focus
24/7 Always Available

Actionable legal guidance for trade-desk, back-office, and c-suite decision makers.

Secondary market participants seldom stumble on the headline terms — they stumble in the nebulous gaps between the enterprise silos. Goldsmith Associates is poised and positioned to bridge those gaps: insightful representation for the trade desk that prices, hedges, and closes; practical advice for the back office that certifies, operationalizes, and resolves; and strategic counsel for the executive team that governs, defends, and answers to the board.

Bridge your gaps
Trade-Desk Activities
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Whole Loan Transactions

Buy-side and sell-side representation on whole loan trades from pre-bid to post-close — negotiating most-favored-nation representations, warranties, covenants, and remedies that survive funding and govern the six-year tail.

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Servicing Rights Transactions

MSR purchase and sale counsel on bulk dispositions, co-issue flows, and excess-spread sales — drafting purchase agreements and Acknowledgment Agreements that survive a servicer default and preserve the economics of the trade.

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Correspondent & Broker Channels

Master purchase agreements and seller guides for correspondent and wholesale aggregators — calibrating EPO mechanics, EPD recourse, and the unilateral amendment right to balance volume incentives against repurchase exposure.

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Repurchase Demands & Defense

Prosecution and defense of repurchase, indemnification, and make-whole demands — invoking the materiality qualifier, the knowledge qualifier, and the survival period to defeat the claim or resolve it on favorable terms.

Back-Office Operations
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Custodian & Servicer Engagements

Custodial and subservicing agreements that protect the loan file and the borrower relationship — structuring file custody, subservicer engagements, QC frameworks, and the vendor oversight your regulators and investors expect.

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Commercial & Vendor Agreements

Drafting and negotiating the vendor stack of origination platforms, AI tools, document custodians, and subservicers — embedding the audit rights, performance standards, and oversight terms that regulators and aggregators now demand.

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Curative Document Solutions

Curing the missing assignments, mistaken endorsements, lost notes, and broken chains of title that impair value and prevent enforcement — resolving the file defects that trigger a repurchase demand or a failed delivery, before or after the claim lands.

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Lender Compliance & Licensing

Licensure and compliance counsel for state-chartered and federally-supervised lenders — managing NMLS reporting, CFPB rulemakings, and the AI/ML governance programs that aggregators, agencies, and regulators now require of approved counterparties.

C-Suite Strategics
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Warehouse Credit Facilities

Counsel on the secured borrowing that funds the pipeline — negotiating warehouse lines, master repurchase agreements, and gestation facilities with the covenant, haircut, and margin-call discipline that protects liquidity.

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Litigation Management & Oversight

Quarterbacking complex mortgage litigation from pre-filing to post-trial — vetting trial counsel, disciplining discovery, shaping motion strategy, and controlling spend to convert exposure into resolution on favorable terms.

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Trust Formation & Administration

Forming and administering securitization trusts for mortgage loans — drafting trust agreements, pooling and servicing agreements, and Delaware statutory trusts built for true sale, bankruptcy-remoteness, and investor reporting.

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Outside General Counsel

Outside general counsel for non-bank lenders who need a deal-tested GC embedded in your business, accessible on demand, and accountable for outcomes, without the headcount, the overhead, or the recruiting risk of building an in-house team.

Specialized counsel that can’t be replicated
by generalist lawyers and generic AI.

Closing is not the finish line; it’s the starting line… the beginning of a six-year window when one incorrect representation, one outdated covenant, one untested clause, or one improper provision can result in a multi-million dollar loss or even board-level exposure. The choice you make now — whether Goldsmith Associates, or a generalist law firm, or a generic AI model — dictates who is looking out for you while the deal is live and who will have your back after the deal closes. Choose Goldsmith Associates for real results that yield real value.

Protect your trade

 Best Goldsmith
15 / 15
Generalist Firm
2 / 15
DIY with AI
0 / 15
BUY-SIDE

Prices the legal risk into your bid
Reinforces the reps you need
Knows which covenants are non-negotiable
Drafts investment protections into the docs
Knows what the seller will give
Sell-SIDE

Shortens your tail
Caps your exposure
Spots the reps that will come back at you
Knows which carve-outs are non-negotiable
Knows what the buyer will give
BACK-OFFICE

Catches what’s missing in the file
Cures what’s defective in the file
Manages the servicing transfer cleanly
Defends you when the demand arrives
Picks up the phone at 11 p.m.
With Goldsmith
  • Trade-tested work that keeps pace with market standards.
  • Counsel that thinks in basis points, not just clauses.
  • The leverage of knowing where each counterparty bends.
  • Lawyers who’ve been on every side of a trade.
  • A defensible record — recoverable in year five.
  • Counsel who’s reachable 24 hours a day, 7 days a week.
Without Goldsmith
  • Generic redlines that read as amateur.
  • Legal cover that ignores trade economics.
  • Blind negotiation against opponents who aren’t.
  • Counsel learning your business on your dime.
  • The audit trail you’ll wish you had when claims land.
  • Voicemail when a surprise arises at the 11th hour.

Lawyers who get deals done without getting in the way.

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Jason Goldsmith, Esq.

Founder and Managing Member

Jason is a seasoned attorney with 19+ years of cumulative experience practicing at an international law firm in New York City, serving as in-house counsel for a regional bank and a private-equity loan fund, and representing financial services clients of Goldsmith Associates. This unique blend of institutional familiarity and industry focus positions the firm to provide yield-sensitive legal guidance effectively, efficiently, and economically — without losing sight of the business forest for the legal trees.

Meet your attorney
BAR MEMBERSHIPS
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A repurchase demand on a 4-year old trade landed on my desk with a 30-day cure window. Jason had the file pulled, the defense mapped, and a rebuttal drafted before the demand letter was a week old.

EVP, Non-Bank Originator

We were paying Wall Street rates for partners who needed us to explain what a scratch-and-dent pool was. Jason bills less, closes faster, and focuses on the issues that matter because he knows them inside out.

SVP, Fund Manager

Jason caught language in the LOI and MLPA that would have cost us six figures in the tail-end of the model. That is the difference between deal counsel who reads contracts and deal counsel who reads trades.

CFO, Regional Bank

Intellectual capital compounded
across hundreds of deals done right.

Because Goldsmith Associates is lead counsel on dozens of secondary market transactions every year, we have visibility into prevailing market dynamics, dexterity with evolving regulatory requirements, proficiency with trending industry practices, and familiarity with major market makers. Our clients reap the dividends of this intellectual capital in the form of practical advice backed by actionable intelligence.

Sharpen your strategy

  • The Six Rep-and-Warranty Moves That Decide Your Buyback Tail

    Which representations and warranties provisions determine the duration of a mortgage seller’s buyback exposure? A mortgage seller’s long-term buyback exposure is primarily determined by six…

    4 minutes
    Go to article

  • How to Read an Acknowledgment Agreement in Eight Minutes

    How do you quickly and accurately review a Mortgage Servicing Rights (MSR) Acknowledgment Agreement? Reviewing an MSR Acknowledgment Agreement efficiently requires a systematic, eight-step process…

    4 minutes
    Go to article

  • Why Your Warehouse Bank Is Negotiating Harder in 2026

    Why are mortgage warehouse banks enforcing stricter lending terms and covenants in 2026? Warehouse lending banks are demanding tighter contract terms due to persistent volume…

    4 minutes
    Go to article

  • Why AI-Drafted MLPA Compliance Reps Cost More Than They Save

    What are the financial and legal risks of using AI to draft MLPA compliance representations? Relying on artificial intelligence to draft or approve compliance-with-law representations…

    4 minutes
    Go to article
See more articles

A whole loan trade is the purchase and sale of an entire mortgage loan — note, mortgage, and all associated rights — between institutional counterparties, as distinguished from the sale of a participation interest or a securitized interest. Whole loan trades are documented through a Mortgage Loan Purchase Agreement (MLPA) and may be structured on a servicing-released or servicing-retained basis, in bulk or flow format, and at premium or discount pricing depending on the loan characteristics and market conditions. Goldsmith Associates has served as lead counsel on more than 600 whole loan transactions across every major structure and serves depository institutions, non-bank lenders, fund managers, loan servicers, and broker-dealers on both buy-side and sell-side trades.

Mortgage servicing rights (MSRs) are the contractual right to administer a mortgage loan on behalf of the loan’s owner in exchange for a servicing fee, and they are recognized as a separable, tradable financial asset that can be bought, sold, and financed apart from the underlying loan. MSR transactions are documented through an MSR Purchase and Sale Agreement and, for agency-backed loans, require a tripartite Acknowledgment Agreement with Fannie Mae, Freddie Mac, or Ginnie Mae that recognizes the transfer of servicing and preserves the agency’s reserved rights in a default. Goldsmith Associates represents both sellers and buyers in MSR transactions, including bulk dispositions, co-issue flow programs, excess servicing spread sales, and the financing of MSR portfolios through structured facilities.

A lender defends a repurchase demand by reviewing the alleged defect against the specific representation or warranty cited, evaluating whether the defect materially and adversely affected the value of the loan, and asserting available contractual defenses including the materiality qualifier, the knowledge qualifier, the survival period, the notice and cure provisions, and the statute of limitations. The defense is more effective when the original Mortgage Loan Purchase Agreement was drafted with these provisions in mind, and when the seller has preserved the loan file, the underwriting record, and the personnel necessary to address the demand on its merits. Goldsmith Associates defends sellers in repurchase demands and indemnification claims arising under MLPAs, agency rep-and-warranty frameworks, and private-label securitization agreements.

A master repurchase agreement (MRA) is a SIFMA-form financing arrangement under which a lender sells mortgage loans to a buyer with a simultaneous agreement to repurchase them at a defined date and price, structured to qualify for true-sale treatment and the Bankruptcy Code safe-harbor protections for repurchase counterparties. A warehouse line, by contrast, is a traditional secured credit facility under which a bank lends against mortgage loans pledged as collateral, with the loans remaining on the borrower’s balance sheet rather than being sold. Goldsmith Associates negotiates both structures for depository and non-bank borrowers, and counsels lenders providing the financing on the documentation, margin call mechanics, eligibility schedules, and default cascade that determine recovery in a counterparty workout.

The major participants in the secondary mortgage market are originators who sell loans (depository institutions, non-bank lenders, credit unions, and correspondent lenders), aggregators and investors who buy them (Fannie Mae, Freddie Mac, Ginnie Mae, mortgage REITs, hedge funds, private equity funds, and large banks), servicers and subservicers who administer the loans, custodians who hold the collateral files, and warehouse lenders and repo counterparties who finance the originators’ pipelines. Each category of participant is bound by a different set of contracts, regulatory regimes, and operational requirements, which is why a transaction in the secondary mortgage market typically involves five or more distinct legal documents with five or more counterparty interests to reconcile. Goldsmith Associates represents every category of institutional participant in the secondary mortgage market and structures, negotiates, and closes the contracts that govern their relationships.

A loan sold “servicing-released” transfers both the loan and the mortgage servicing rights to the buyer, while a loan sold “servicing-retained” transfers only the loan and leaves the servicing rights, and the associated servicing fee, with the seller. The choice between the two structures is driven by the seller’s strategic priorities — immediate liquidity versus ongoing servicing income — and by the relative pricing of the loan asset and the MSR in the current market. Goldsmith Associates advises sellers on the structural and economic tradeoffs between servicing-released and servicing-retained trades, and drafts the purchase agreements, servicing agreements, and subservicing arrangements needed to execute either structure.

A Mortgage Loan Purchase Agreement (MLPA) is the contract that governs the sale of mortgage loans between institutional counterparties and sets out the representations and warranties, indemnification obligations, repurchase mechanics, sole-remedy provisions, and survival periods that determine each party’s economic position long after the trade settles. Most disputes between buyers and sellers in the secondary mortgage market are resolved by reference to the MLPA, which is why the drafting and negotiation of the agreement — particularly the compliance-with-law representation, the materiality qualifier, the knowledge qualifier, and the indemnification cap — is the most consequential legal work in any whole loan transaction. Goldsmith Associates drafts and negotiates Mortgage Loan Purchase Agreements for both buyers and sellers, and defends parties in disputes arising under MLPAs years after the original trade has closed.

A lender should not rely on AI tools to draft or review the provisions of a Mortgage Loan Purchase Agreement, an MSR Purchase and Sale Agreement, or any related secondary market contract that defines the legal economics of the trade, because the case law governing these provisions turns on specific language that AI tools have not been trained to recognize. The compliance-with-law representation, the sole-remedy clause, the survival period, the indemnification cap, and the materiality and knowledge qualifiers are all provisions where AI-generated drafting has predictable failure modes that produce multi-year repurchase exposure. Goldsmith Associates counsels lenders on the appropriate role of AI in secondary market transactions — useful for administrative acceleration, dangerous for substantive drafting without attorney review — and reviews AI-generated documents before they are executed.

The main legal risks in buying or selling mortgage loans are repurchase and indemnification exposure under representations and warranties, regulatory compliance risk under federal and state mortgage law, title and enforceability risk arising from defects in the loan files or assignment chain, counterparty risk from a stressed seller or financing party, and litigation risk from borrower-side claims or successor-liability theories. Each of these risks is allocated between buyer and seller through the Mortgage Loan Purchase Agreement and related contracts, which is why the drafting and negotiation of those agreements — particularly the representations, the sole-remedy clause, the survival period, the indemnification cap, and the materiality and knowledge qualifiers — is the work that determines who bears each risk and for how long. Goldsmith Associates structures, negotiates, and defends secondary market transactions for both buyers and sellers, with the goal of allocating risk efficiently at signing and resolving it cleanly when it surfaces years later.

The primary mortgage market is where mortgage loans are originated — the relationship between the borrower and the lender at application, underwriting, and closing — while the secondary mortgage market is where those originated loans are bought, sold, financed, and securitized between institutional counterparties after closing. Approximately 70 percent of all U.S. mortgages move into the secondary market, where they are acquired by Fannie Mae, Freddie Mac, Ginnie Mae, banks, mortgage REITs, and fund investors, then pooled, securitized, or held as whole loans, with the servicing rights frequently traded as a separate asset class. Goldsmith Associates focuses exclusively on the institutional side of the secondary mortgage market and represents depository institutions, non-bank lenders, fund managers, loan servicers, and broker-dealers in the contracts and transactions that move loans from origination to ultimate investment.

We actively monitor prominent industry organizations to ensure clients reap the benefit of real-time insight into prevailing market dynamics, evolving regulatory requirements, and emerging best practices.

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Your deal counsel is on call and at the ready 24 hours a day, 7 days a week.

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      * Deal-tested attorneys who are
      mortgage market experts.