Deal counsel built for
your whole loan trades.

A whole loan trade conveys the note, the mortgage, and all related rights from one institutional counterparty to another, rather than a participation or securitized interest. The mortgage loan purchase agreement (MLPA) prices the pool, defines the delivery, allocates the risk, and governs the remedies across bulk and flow trades, servicing-released and servicing-retained structures, and premium and discount executions.

The representations and warranties define what was promised; the materiality and knowledge qualifiers narrow what can breach. The survival period, notice-and-cure process, sole-remedy clause, and indemnification cap decide which losses remain, which remedies survive, and how long the tail runs.

The MLPA sets the purchase mechanics, eligibility standard, representations, remedies, and indemnification obligations that govern each party’s economic position long after settlement. Price may win the bid; the paper determines whether the economics survive it.

A bulk sale transfers a defined pool on one negotiated closing schedule. A flow program uses standing documents, product parameters, and recurring deliveries, so a series of settlements becomes one administered program.

Each exception must be classified against the agreement, then cleared through cure, waiver, price adjustment, loan-level carve-out, or removal from the pool. Once the trade funds, an exception left off the schedule stops being leverage, and starts becoming exposure.

A servicing-released sale moves the loan and the servicing rights. A servicing-retained sale moves the loan, while the seller keeps the servicing rights and fee. That election changes the price, the paper, the diligence, and the post-close performance risk.

Goldsmith Associates maps each defect to the agreement and the delivery conditions, then matches it to a cure, disclosed exception, price adjustment, loan-level carve-out, or removal from the pool. A defect that never reaches the schedule never reaches the remedy.

The MLPA decides. Loan-level defects, representation breaches, delivery failures, and servicing-transfer errors all land somewhere. The qualifiers, survival period, sole remedy, and indemnification cap decide which side absorbs each loss, and for how long.

Credit and compliance findings, collateral documents, title and assignment chains, servicing history, data integrity, and purchase-agreement eligibility all require review. A finding becomes leverage only when it attaches to a condition, an exception, or a remedy before settlement.

Purchase price, collateral delivery, custodial certification, warehouse-lien release, funding instructions, and servicing transfer must converge on one date across at least four institutions. One missed handoff can turn a funded trade into a failed delivery.