Real Estate Commercial

ANN M. LAHIFF, Esq.

** ********* ***. #** (***) 637 - 1017 (cell)

Brooklyn, NY 11238 **********@*****.***

ATTORNEY WITH FOCUS ON COMMERCIAL REAL ESTATE TRANSACTIONS and

STRUCTURED SECURITIES CREDIT RISK ANALYST

DIRECTOR & ASSOCIATE GENERAL COUNSEL 2005 - 2007

FANNIE MAE, Legal Department - Securitization, Washington, DC

Managed outside counsel preparing disclosure documents for multifamily MBS and REMIC

securities backed by commercial multifamily mortgage loans and mortgage-backed securities.

Advised single-family and multifamily loan business units on developing and structuring new

securitization executions.

Counseled multifamily loan business unit on commercial mortgage loan documentation for

loans to be purchased and securitized by Fannie Mae.

Counseled capital markets group purchasing mortgage-backed securities on issues related

to compliance with Fannie Mae’s charter.

ASSOCIATE DIRECTOR 1999 - 2002

STANDARD & POOR’S, Structured Finance - CBO/CLO Ratings, New York, NY

Rated cash flow arbitrage collateralized debt obligations (CDOs) supported by high yield

bonds, term and revolving loans, credit-linked notes, preferred stock, asset-backed securities,

commercial real estate loans and securities, and other CDOs; rated credit-linked notes.

Reviewed and commented on trust indentures, ISDA swaps, and other transaction

documents. Presented transactions to rating committees; rating committee member.

Reviewed stressed cash flow scenarios and capital structure of issuers. Used models to

assess risk of asset pools. Discussed analysis of risks with investment bankers and investors.

Conducted due diligence on underwriting and asset management of asset managers,

including large fixed-income money managers, hedge funds, and banks.

Spoke at CDO conference on transaction structures. Published analyses of transactions.

Trained other analysts to rate CDOs.

ASSOCIATE ATTORNEY 1997 – 1999

BATTLE FOWLER LLP, Structured Finance & Commercial Rest Estate Finance, New York, NY

Negotiated, drafted and commented on transaction and disclosure documents and opinions

for clients engaged in the issuance of publicly offered and privately placed commercial mortgage-

backed securities and asset-backed securities.

Drafted and negotiated documents for lenders engaged in commercial real estate

transactions.

Led transactions, managed closings, supervised junior attorneys.

Represented originators selling loans to commercial paper conduits and term securitizations,

lenders making loans to be securitized, underwriters, financial guarantors, and trustee.

Represented monoline insurance company providing surety bonds to cover put option of

notes issued by start-up purchasing revolving pool of tax-exempt multifamily housing bonds.

Represented investment bank underwriting municipal bond offering of pollution control

bonds.

Drafted surety bonds and related insurance agreements for insurer writing excess of loss

policies on pools of trade receivables purchased by commercial paper conduits.

Represented lender to REIT purchasers of repackaged commercial real estate notes backed

by second mortgages on commercial properties.

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ANN M. LAHIFF - page 2 of 2

ASSOCIATE ATTORNEY, BATTLE FOWLER LLP (continued):

Represented lender to developers in privately-placed securitization of hypothecation loans.

Represented lender making commercial real estate project development loans.

Represented lender to auto dealerships making loans to be securitized.

VICE PRESIDENT / SENIOR ANALYST 1993 - 1997

MOODY'S INVESTORS SERVICE, Structured Finance, New York, NY

Rated asset-backed commercial paper notes supported by varied assets and varied forms of

credit support as part of the Asset-Backed Commercial Paper Group (1994-1997).

Reviewed and commented on purchase and sale agreements, credit enhancement, liquidity

agreements, legal opinions, and other transaction and conduit documents.

Analyzed the credit risk of pools of trade receivables, corporate loans, equipment leases,

auto loans, manufactured housing loans, credit card C-pieces and other assets securing notes.

Conducted due diligence on banks’ underwriting and conduit management. Spoke on

conduit management at industry asset-backed commercial paper conference.

Presented transactions to rating committees; rating committee member. Published analyses

of conduits quarterly in Moody’s Asset-Backed Commercial Paper Market Review. Trained new

analysts to rate commercial paper programs. Promoted from Analyst in 1995.

Rated asset-backed commercial paper notes, medium-term notes and industrial development

bonds fully supported by third party letters of credit, surety bonds, guarantees, and credit

agreements as part of the Fully-Supported Transactions Group (1993-1994).

PRO SE LAW CLERK / STAFF ATTORNEY 1991 - 1993

UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT, New York, NY

Researched and wrote memoranda of law to assist three-judge panels of the court in deciding

appeals and motions for cases in which a party was without counsel.

Counseled pro se litigants on appellate rules and procedure.

EDUCATION

NORTHEASTERN UNIVERSITY SCHOOL OF LAW, Boston MA

J.D., 1991

Judicial Intern, Massachusetts Superior Court, The Honorable Charles M. Grabau

Drafted opinions for civil cases, orders on motions for criminal cases, and jury instructions.

Legal Intern, Massachusetts Executive Office for Administration and Finance

Memoranda on the application of federal and state statutes and regulations to state finance issues to

assist agency’s general counsel; drafted governor’s supplemental appropriations bill.

THE UNIVERSITY OF CHICAGO, Chicago, IL

A.B., 1988 Major: Modern European History

Research Assistant, Graduate School of Business

Research and analysis for historical studies of the domestic and international bond markets.

BAR ADMISSIONS: New York and Massachusetts

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