Residential Mortgage-Backed Securities—Goldman Sachs Mort. Co.'s Motion To Dismiss Denied—Defendant Required To Use "Reasonable Efforts" To Assist Trustee in Enforcing Representations and Warranties—Defendants' Interpretation of Agreement Was "Absurd, Commercially Unreasonable and Contrary to Any Plausible Expectation of the Parties"—Exclusive Remedy To Cure or Repurchase May Not Bar Money Damages Where There Is Gross Negligence or When Such Remedy Is Impractical—Loans Characterized as "Junk," "Dogs" and "Lemons"—Money Damage, Punitive Damage, and Attorney Fees Claims May Proceed

The plaintiff was a trustee of a trust "containing a pool of mortgage loans used to back residential mortgage-backed securities" (RMBS). After the plaintiff learned that "many of the loans were 'junk' loans that failed to meet applicable underwriting standards, it brought suit against the seller of the loans ("A") and an affiliated company ("B") created to deposit the loans in the trust." The defendants moved to dismiss. They essentially argued that the agreement "through which it transferred loans to the trust forbids the trustee from suing to enforce the agreement without ("B's") consent" and that the agreements "exclusive remedy provision bars (plaintiff's) claims for damages." The court denied the motion to dismiss, except with respect to "failure-to-notify claims" that the plaintiff had abandoned.