Mortgage Banking & Secondary Market Transactions
Jason Goldsmith
Founder and Managing MemberGoldsmith Associates
Jason Goldsmith is the founder and Managing Member of Goldsmith Associates. Goldsmith Associates is a 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.
- Direct 214.414.9452
- Email jason@goldsmithpllc.com
- Office Goldsmith Associates PLLC
100 Crescent Court, Suite 700
Dallas, Texas 75201
About Jason
Mortgage banking & secondary market counsel, from pre-bid to post-close.
Jason Goldsmith is the founder of Goldsmith Associates, a leading provider of legal counsel to depository institutions, mortgage bankers, fund managers, loan servicers, and broker-dealers. The list is long; the focus, however, is narrow. Every engagement turns on the purchase, sale, servicing, or financing of mortgage loans and servicing rights.
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.
His work centers on the contracts that set a trade’s legal economics. He negotiates mortgage loan purchase agreements (MLPAs) for whole loan trades, mortgage servicing rights (MSR) and excess servicing spread (ESS) purchase and sale agreements, and agency acknowledgment agreements. For correspondent channels and warehouse facilities, he negotiates and drafts master purchase agreements, seller guides, and master repurchase agreements.
Jason represents buyers and sellers on bulk, flow, and co-issue trades, on servicing-released and servicing-retained executions, and across agency, government, jumbo, non-QM, and scratch-and-dent collateral. When a trade returns as a repurchase, indemnification, or make-whole demand, he answers it from the contract out — the materiality qualifier, the knowledge qualifier, the survival period, and the notice-and-cure provisions.
Before founding Goldsmith Associates in 2015, Jason was counsel at Akin Gump Strauss Hauer & Feld LLP in New York from 2007 to 2013. He then served as deputy general counsel of NexBank, a Dallas regional bank, and assistant general counsel of a private-equity loan fund. Before law school, he was Director of Marketing at Emigrant Mortgage Company in New York.
Jason received a B.A. cum laude from the State University of New York at Purchase in 1998. He received a J.D. magna cum laude from the University of Miami School of Law in 2007, where he served as the Articles Editor of the University of Miami Law Review and attained the distinction of Order of the Coif. While in law school, Jason clerked for Chief Magistrate Judge (ret.) Ted E. Bandstra of the United States District Court for the Southern District of Florida.
- Whole Loan Transactions
- Servicing Rights Transactions
- Correspondent & Broker Channels
- Repurchase Demands & Defense
- Custodian & Servicer Engagements
- Commercial & Vendor Agreements
- Curative Document Solutions
- Lender Compliance & Licensing
- Warehouse Credit Facilities
- Litigation Management & Oversight
- Trust Formation & Administration
- Outside General Counsel
- New York
- Texas
- Tennessee
- Oklahoma
- 2015 – PresentFounder and Managing Member, Goldsmith Associates · Dallas, Texas
- 2013 – 2015Deputy General Counsel, NexBank · Dallas, Texas
- 2013 – 2015Assistant General Counsel, Private-equity loan fund · Dallas, Texas
- 2007 – 2013Counsel, Akin Gump Strauss Hauer & Feld LLP · New York, New York
- 2000 – 2004Director of Marketing, Emigrant Mortgage Company · New York, New York
- 2007J.D., magna cum laude, University of Miami School of Law · Order of the Coif · Dean’s Merit Scholar · Articles Editor, University of Miami Law Review · Champion, 2006 2L and 2005 1L Moot Court Competitions
- 2007Law review article, 61 U. Mia. L. Rev. 871 (2007) · “Wanted! Dead and/or Alive: Choosing Among the Not-So-Uniform Statutory Definitions of Death”
- 2006Judicial clerk to Chief Magistrate Judge (ret.) Ted E. Bandstra · United States District Court for the Southern District of Florida
- 1998B.A., cum laude, State University of New York at Purchase
Representative Transactions
Program
Co-Issue
Agency Co-Issue MSR Purchase Program
Buy-side counsel
We represent a national non-bank servicer in its agency co-issue MSR purchase program, papering master MSR purchase and sale agreements with more than 30 sellers in the past year, from community banks to independent mortgage lenders. Each seller signs one master agreement, and every later trade closes on a short purchase confirmation. We work each seller’s comments against a single form, so a new seller moves from first draft to first delivery without reopening the platform.
Purchase
$338.7MM
Fannie/Freddie Bulk MSR Purchase
Buy-side counsel
We represented a national servicer in the bulk purchase of Fannie Mae and Freddie Mac servicing rights on 794 loans from a California independent mortgage bank, closing 15 days from trade to settlement. The agreement withheld 20% of the price after settlement, twice the buyer’s usual 10%, and kept a $100,000 holdback floor until the last file exception cleared. The settlement payment funded two weeks after title passed, once a corporate diligence opinion and a credit-review sample came back satisfactory. When the seller’s subservicer suffered a cybersecurity incident days before signing, we made the seller pay for every borrower and agency notice and added the incident, uncapped, to its indemnity.
Purchase
$170.3MM
Ginnie Mae Bulk MSR Purchase
Buy-side counsel
We represented a national non-bank servicer in the bulk purchase of Ginnie Mae servicing rights on $170.3MM of UPB, 1,553 loans, from a bank seller. The purchase agreement paid 90% of the estimated price at settlement and held back the balance until the agreement’s holdback conditions were met. A reconciled funding schedule then trued the price to the loans actually conveyed, so the buyer paid only for the servicing it received.
Sale
$85MM
Agency-Eligible Bulk Loan Sale
Sell-side counsel
We represented a Northeast depository institution in the $85MM servicing-released bulk sale of a seasoned, agency-eligible whole loan pool. We negotiated the mortgage loan purchase agreement (MLPA) from bid tape to bailee letter, tightened the representations and warranties, capped the repurchase tail, and converted every servicing-transfer contingency into a dated closing deliverable. The pool priced at a premium, funded on schedule, and closed with no post-close remediation.
Facility
$240MM
Two-Tier Warehouse Repo Facility
Borrower counsel
We represented a national mortgage banker in renewing a $240MM two-tier warehouse repurchase facility with a commercial bank: a $100MM operating-company tier and a $140MM holding-company SPE tier. We negotiated both amended and restated pricing side letters and master repurchase agreements, plus the guaranty and participation agreements. We set a $75MM gestation sublimit and sized construction-to-permanent, non-QM, and government reperforming sublimits, all tied to the joint securities account control agreement shared across the lender’s warehouse banks. Both tiers were renegotiated on aligned terms, giving the lender one coordinated funding structure from origination through agency delivery.
Sale
$3.9B
Fannie/Freddie Bulk MSR Sale
Sell-side counsel
We represented a national non-bank servicer in the $3.9B bulk sale of conventional Fannie Mae and Freddie Mac mortgage servicing rights (MSRs) to a national bank. We drafted the MSR purchase and sale agreement to end seller recourse at the transfer date, limit the representations to the sale and transfer dates, and make every MSR lender lien release an escrowed closing deliverable alongside agency transfer approval. The portfolio settled on schedule, trued up on time, and gave the seller a clean exit.
Client Testimonials
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.
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.
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.
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.
Can ChatGPT Review an MSR Acknowledgment Agreement?
The Six Rep-and-Warranty Negotiations That Decide Whether Your Buyback Exposure Dies at Year Three or Year Six
How the “Existing Relationship” Exception Became a Competitive Weapon for Depositories – and How Non-Banks Can Counter
What Does a Document Custodian Actually Certify, and What Happens When the Certification Is Wrong?
Your deal counsel is on call & at the ready
24 hours a day, 7 days a week.
and stay ahead of the regulatory curve:
