Real Estate Quality Control

Kimberly Yarger Gross

* ********* *****, ****** ******, NJ 07950

973-***-**** (c )

********@*********.***

Summary

Experienced, solution-driven attorney with a blend of both in-house and law

firm experience, uniquely positioned to advise business clients. A strong

communicator with general corporate, transactional, operational and project

management experience. Expertise in drafting and negotiating complex

agreements, commercial real estate, and secured transactions. A successful

communicator, adept at problem-solving and partnering with various

disciplines within a business. Accustomed to working in a highly regulated

business environment. Enjoys coaching and developing paralegals and new

attorneys.

Experience

Wells Fargo Bank, National Association 2009-present

Commercial Real Estate Group

Loan Administration Manager

. Manage a team of loan administrators responsible for documenting

commercial real estate loans to developers secured by various collateral

types, including retail, multi-family, office and other investment real

estate.

. Provide legal risk oversight for the closing of new commercial real

estate loans together with the monitoring of the existing portfolio.

. Lead legal due diligence team in the review of loan files for a portfolio

acquisition; commended for ability to manage a large scale project and to

distill the salient issues for discussion with senior business leaders

and for providing analysis and advice with respect thereto.

Merrill Lynch & Co., Inc., Jersey City, NJ 2000 - 2009

Director and Senior Counsel

Americas Commercial Lending

Served as in-house counsel supporting contract negotiations, vendor

agreements, compliance, and quality standards.

General Corporate Experience

. Counseled the Divisional President and Group Head with respect to the

establishment of a new division, including managing all governance

matters for the division and serving as Management Committee Secretary.

. Rehabilitated the relationship with and built rapport between the

business staff of the investment real estate division and the legal

department.

. Guided the business and provided training with respect to compliance with

applicable regulations and internal policies and procedures; commended

for success in providing meaningful real-life examples of regulatory

issues by integrating knowledge of business operations and applicable

regulations; enabled the business clients to learn how to apply complex

regulations to their activities.

. Coordinated inter-departmental efforts and counseled senior management

with respect to the establishment of new program initiatives;

responsibilities included modification of documentation templates to

accommodate the various business programs, including franchise lending

and the collateralization of derivative transactions.

. Responsible for multiple loan portfolio acquisitions, including the

negotiation of the purchase and sale agreement and the legal due

diligence.

. Advised on contractual matters, including vendor and inter-company

agreements, leases (ground, space, and cell-tower leases).

. Managed the outside counsel relationship, including quality control

measures.

. Partnered with marketing to ensure marketing materials were in compliance

with regulatory requirements and internal standards.

Real Estate Experience

. Provided legal oversight as primary counsel to the owner-occupied and

investment real estate groups.

. Solution-driven approach assisted business in record growth in loan

volume.

. Responsible for all legal documentation with respect to real estate loans

including the review, drafting and negotiation of the loan documentation

and third-party agreements.

. Oversight for third party due diligence, including the review of real

estate title commitments and surveys.

Kimberly Yarger Gross Page 2

973-***-**** (c )

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Experience (Continued)

Transactional Experience

. Responsible for all aspects of closing middle market commercial

financings and investment real estate financings, including drafting and

negotiating loan documentation.

. Reviewed loan documents for syndicated loans.

. Provided guidance to business unit in connection with the structuring of

complex commercial transactions (including proposal letter and commitment

letter review).

. Restructuring guidance in connection with workouts of defaulted loans.

. Provide legal oversight of the loan closing process, for both internal

staff and outside counsel.

Project Management Experience

. Widely acclaimed for thoroughness, attention to detail, responsiveness

and ability to manage and track the progress of a large number of issues.

. Primary legal oversight in the assignment of an existing loan portfolio

(of approximately 4,500 loans) from one entity to another entity

(including assignment of UCCs, mortgages and vehicle title and

intellectual property liens).

Bay View Franchise Mortgage Acceptance Company, Energy Division,

Morristown, NJ 1999 - 2000

Assistant Vice President, Closing Counsel

. In-house documentation counsel for a national commercial lender.

. Structured and documented loans collateralized by multiple real estate

locations. Drafted and/or reviewed transaction specific loan documents.

. Provided advice in connection with the structuring of transactions

(letters of intent and commitment letter review).

. Advised company regarding new program initiatives.

Moore & Van Allen, Charlotte, NC

1997 - 1999

Staff Attorney

. Represented a major national bank in a nationwide commercial conduit

closing practice, including loans secured by retail, office, hotel and

industrial locations.

. Drafted and negotiated loan documents.

. Responsible for due diligence (surveys, title, zoning, leases, borrower's

organizational documents).

Shapiro & Kreisman, Charlotte, NC

1993 - 1997

Managing Attorney (1996 - 1997)

. Managed the North Carolina offices, including directly supervising three

attorneys and 12 support staff.

. Trained new attorneys regarding North Carolina foreclosures, real estate,

and litigation.

Foreclosure Attorney and Litigation Attorney (1993 - 1996)

. Represented and advised mortgage lenders in all aspects of real estate

litigation, including contested foreclosures, condemnation proceedings,

drug forfeitures, tax and homeowners' association foreclosures and debt

collections.

. Reviewed title work and advised in all facets of the foreclosure

practice.

The Law Office of Kimberly Yarger Gross, Charlotte, NC

1993

Sole Practitioner

Education

Juris Doctor, University of South Carolina School of Law, Columbia, SC

. Dean's List; American Jurisprudence Award, Legal Writing I

. Student Editorial Board; ABA Real Property; Probate & Trust Journal

Bachelor of Arts, Furman University, Greenville, SC

. Dean's List

Licensure

Admitted to practice

. North Carolina, 1992

. New Jersey, 2007

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