POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Patrick D. Coleman, William Pitofsky, Greg
Petroski and Kari Roberts or any of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post- effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorneys-in-fact and
agents, and each of them, with or without the others, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ Patrick D. Coleman Director and President November 9, 2000
_________________________
PATRICK D. COLEMAN (Principal Executive
Officer)
/s/ Scott J. Ulm Director and Chairman November 9, 2000
--------------------------- of the Board
SCOTT J. ULM
/s/ William Pitofsky Director November 9, 2000
--------------------------- and Vice President
WILLIAM PITOFSKY
/s/ Carlos Onis Director November 9, 2000
___________________________
CARLOS ONIS
/s/ Zev Kindler Treasurer November 9, 2000
-------------------------- (Principal Financial Officer)
ZEV KINDLER
/s/ Thomas Zingalli Vice President November 9, 2000
--------------------------- and Controller
THOMAS ZINGALLI (Principal Accounting Officer)
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24.2 Resolutions
ASSISTANT SECRETARY'S CERTIFICATE
I, Rhonda Matty, Assistant Secretary of Credit Suisse First Boston Mortgage
Securities Corp., hereby certify that the copy of the resolutions attached
hereto is a true, correct and complete copy of resolutions adopted by the Board
of Directors of Credit Suisse First Boston Mortgage Securities Corp. by
unanimous written consent in lieu of a meeting on November 6, 2000. Such
resolutions have not been amended or modified and are now in full force and
effect in the form attached.
IN WITNESS WHEREOF, I have hereunto set my hand on as of this 8th day of
November, 2000.
/s/ Rhonda Matty
------------------------------
Assistant Secretary
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
UNANIMOUS WRITTEN CONSENT OF DIRECTORS
IN LIEU OF MEETING OF BOARD OF DIRECTORS
November 6, 2000
The undersigned, being all the Directors of Credit Suisse First Boston
Mortgage Securities Corp., a Delaware corporation (the "Company"), do hereby
consent in writing that the following resolutions shall have the same force and
effect as if adopted at a Meeting of the Board of Directors of the Company:
RESOLVED, that the form of Registration Statement on Form S-3, as set
forth as Exhibit A attached hereto, together with all exhibits thereto (the
"Registration Statement"), to be filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended, up to $5,000,000,000 aggregate principal
amount of conduit mortgage and manufactured housing contract pass-through
certificates (the "Certificates"), which will be offered in one or more series
(each, a "Series"), representing fractional undivided interests in trusts (the
"Trusts") to be created by the Company be, and it hereby is, approved; and it is
FURTHER RESOLVED, that the directors and appropriate officers of the
Company be, and each of them hereby is, authorized and empowered to execute on
their own behalf, or in the name and on behalf of the Company, or both, as the
case may be, the Registration Statement, and any and all amendments (including
post-effective amendments) to the Registration Statement, including amendments
to the prospectus (the "Prospectus") and the addition or amendment of exhibits
or other documents relating thereto or required by law or regulation in
connection therewith, in such form as such directors and officers may deem
necessary, appropriate or desirable in order to effect the registration of the
Certificates; and that the appropriate officers of the Company be, and each of
them hereby is, authorized and empowered to procure all other necessary
signatures to the Registration Statement and to cause the Registration Statement
and such amendment or amendments, so executed, to be filed with the Commission;
and it is
FURTHER RESOLVED, that prior to the effective date of the
Registration Statement or any post-effective amendment thereto, the appropriate
officers of the Company are directed to use their best efforts to furnish each
director and each officer signing the Registration Statement or such
post-effective amendment with a copy of the Registration Statement, or such
post-effective amendment, and if, prior to the effective date of the
Registration Statement or such post-effective amendment, material changes
therein or material additions thereto are proposed to be made, the appropriate
officers of the Company are directed to use their best efforts to furnish each
director, and each officer signing the Registration Statement or such
post-effective amendment, with a copy of the Registration Statement and each
amendment thereto or such post-effective amendment as filed with the Commission,
or a description of such changes or additions, or a combination thereof, in as
complete and final form as practicable and in sufficient time to
<PAGE>
permit each director and each such officer so desiring to object to any part of
the Registration Statement or such post-effective amendment before it becomes
effective; and it is
FURTHER RESOLVED, that each officer or director who is required or
entitled to execute the Registration Statement (whether in the name and on
behalf of the Company, or as an officer or director of the Company, or both) be,
and each of them hereby is, authorized and empowered to execute a power of
attorney appointing William Pitofsky, Patrick D. Coleman, Greg Petroski and Kari
Roberts, as attorneys-in-fact, with full power of substitution severally, (a) to
execute (individually and in each capacity in which such officer or director is
required or entitled to execute the Registration Statement, including in the
name of and on behalf of the Company) the Registration Statement and all
amendments (including post-effective amendments) to the Registration Statement
and documents in connection therewith, which amendments may make such changes in
the Registration Statement as the attorney-in-fact acting in the premises deems
appropriate, and (b) to cause the Registration Statement and any such amendment
or amendments to the Registration Statement, so executed, to be filed with the
Commission, each of said attorneys to have power to act with or without the
others, and to have full power and authority to do and perform in the name and
on behalf of each of said officers and directors who shall have executed such a
power of attorney, every act whatsoever which such attorneys or any of them may
deem necessary, appropriate or desirable to be done in connection therewith as
fully and to all intents and purposes as such officers or directors might or
could do in person; and it is
FURTHER RESOLVED, that Thomas Zingalli, Vice President, Controller
and Principal Accounting Officer of the Company, be and he hereby is, appointed
the agent of the Company for service in connection with the Registration
Statement; and it is
FURTHER RESOLVED, that the Chairman, President, Principal Accounting
Officer and Controller, Treasurer, any Vice President, Director of Taxes and any
other officer specifically authorized by the Board of Directors in writing of
the Company (the "Authorized Officers"), the Secretary or any Assistant
Secretary of the Company be, and each of them with full authority to act without
the others, hereby is, authorized and directed in the name and on behalf of the
Company to take any and all action that he or she may deem necessary or
advisable in order to obtain a permit, register or qualify the Certificates for
issuance and sale or to request an exemption from registration of the
Certificates, to register or obtain a license for the Company as a dealer or
broker under the securities laws of such of the states of the United States of
America or other jurisdictions, including Canada, as such officer may deem
advisable, and in connection with such registration, permits, licenses,
qualifications and exemptions to execute, acknowledge, verify, file and publish
all such applications, reports, issuer's covenants, resolutions, irrevocable
consents to service of process, powers of attorney and other papers, agreements,
documents and instruments as may be deemed by such officer to be useful or
advisable to be filed, and that the Board of Directors hereby adopts the form of
any and all resolutions required by any such state authority in connection with
any such applications, reports, issuer's covenants, irrevocable consents to
service of process, powers of attorney and other papers, agreements, documents
and instruments if (i) in the opinion of the officer of the Company so acting
the adoption of such resolutions is necessary or advisable and (ii) the
Secretary or any Assistant Secretary of the Company evidences such adoption by
filing with this Unanimous Written Consent copies of such resolutions, which
shall thereupon be deemed to be
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<PAGE>
adopted by the Board of Directors and incorporated in this Unanimous Written
Consent as part of this resolution with the same force and effect as if included
herein, and that the Authorized Officers, the Secretary or any Assistant
Secretary of the Company take any and all further action that they may deem
necessary or advisable in order to maintain such registration in effect for as
long as they may deem to be in the best interests of the Company; and it is
FURTHER RESOLVED, that it is in the best interests of the Company
that the Certificates be qualified or registered for sale in various states,
that the Authorized Officers, the Secretary or any Assistant Secretary of the
Company and its counsel are authorized to determine the states in which
appropriate action shall be taken to qualify or register for sale all or such
part of the Certificates as said Authorized Officers, the Secretary or any
Assistant Secretary may deem advisable, that said Authorized Officers, Secretary
or any Assistant Secretary are hereby authorized to perform on behalf of the
Company any and all such acts as they may deem necessary or advisable in order
to comply with the applicable laws of any such states, and in connection
therewith to execute and file all requisite papers and documents, including, but
not limited to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process, and the execution by such
Authorized Officers, Secretary or any Assistant Secretary of any such paper or
document or the performance by them of any act in connection with the foregoing
matters shall conclusively establish their authority therefor from the Company
and the approval and ratification by the Company of the papers and documents to
be executed and the action so taken; and it is
FURTHER RESOLVED, that the Company, as depositor or settlor, is
authorized and empowered to enter into various Trust Agreements (each, a "Trust
Agreement") with such bank, trust company or other financial institution as the
directors or Authorized Officers shall deem necessary or appropriate, as
trustee, pursuant to which certain trusts will be created, in the form included
in the Registration Statement, together with such changes, modifications,
insertions and additions as the proper officers of the Company deem necessary,
appropriate or desirable and to sell the beneficial interests of such trusts;
and it is
FURTHER RESOLVED, that the Company, as depositor or settlor, is
authorized and empowered to enter into various Pooling and Servicing Agreements
(each, a "Pooling and Servicing Agreement") with such bank, trust company or
other financial institution, as trustee, and such servicer, as the directors or
Authorized Officers shall deem necessary or appropriate, with respect to the
Certificates, in the form included in the Registration Statement, together with
such changes, modifications, insertions and additions as the directors or
Authorized Officers of the Company shall deem necessary, appropriate or
desirable; and it is
FURTHER RESOLVED, that the Company is authorized and empowered to
enter into various Underwriting Agreements (each, an "Underwriting Agreement")
with Credit Suisse First Boston Corporation, as underwriter, or an underwriting
syndicate represented by Credit Suisse First Boston Corporation, as
underwriters, with regard to the Certificates, or such other purchasers as may
be approved by an Authorized Officer, in the form included in the Registration
Statement, together with such changes, modifications, insertions and additions
as the directors or Authorized Officers of the Company shall deem necessary,
appropriate or desirable; and it is
3
<PAGE>
FURTHER RESOLVED, that the Company is authorized and empowered to
enter into various Sale and Purchase Agreements or similar agreements (each, a
"Purchase Agreement") with a seller of mortgage loans, manufactured housing
conditional sales contracts or other assets to be included in a trust fund with
respect to a Series as the directors or Authorized Officers shall deem necessary
or appropriate with respect to the Certificates, in the form included in the
Registration Statement, together with such changes, modifications, insertions
and additions as the directors or Authorized Officers of the Company shall deem
necessary, appropriate or desirable; and it is
FURTHER RESOLVED, that the Authorized Officers of the Company, in the
name and on behalf of the Company be, and each of them hereby is, authorized and
empowered to execute and deliver a Trust Agreement, a Pooling and Servicing
Agreement, a Purchase Agreement and an Underwriting Agreement with regard to any
Series of Certificates, with such changes therein as may be approved by the
Authorized Officers executing the same, and to take such action and to execute
such further instruments and documents as any of the aforesaid officers of the
Company may deem to be necessary, appropriate or desirable in order to
consummate the transactions contemplated by a Trust Agreement, a Pooling and
Servicing Agreement, a Purchase Agreement and an Underwriting Agreement, such
other instruments and documents being in such form and containing such terms and
conditions as the Authorized Officers of the Company executing the same shall
approve; and it is
FURTHER RESOLVED, that the preparation of a prospectus supplement
(the "Prospectus Supplement") relating to the Certificates of a Series, in the
form included in the Registration Statement or in such other form as an
Authorized Officer of the Company shall deem necessary, appropriate or
desirable, and the use of such Prospectus Supplement and the Prospectus in
connection with the sale of the Certificates offered thereby, is hereby
approved; and it is
FURTHER RESOLVED, that the Authorized Officers of this Company,
on behalf of any Trust be, and they hereby are, authorized and directed to cause
the Certificates to be issued, sold and delivered to the underwriter or
underwriters, or to such other purchasers as may be approved by an Authorized
Officer, as the case may be, and to cause the Certificates to be rated by
Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies,
Inc., Moody's Investors Service, Inc., Fitch, Inc. or another nationally
recognized rating agency; and it is
FURTHER RESOLVED, that execution of any agreement, instrument or
document by an Authorized Officer of the Company pursuant to these resolutions
shall constitute conclusive evidence of the approval of, and of that Authorized
Officer's authority to execute, such agreement, instrument or document; and it
is
FURTHER RESOLVED, that the retention of the law firm of Orrick,
Herrington & Sutcliffe LLP as counsel to the Company in connection with the
proposed public offerings be and it hereby is, approved; and it is
FURTHER RESOLVED, that the Authorized Officers of the Company, and
its counsel be, and each of them hereby is, authorized with full authority to
act without the other to
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<PAGE>
appear on behalf of the Company or the Trusts before the Commission in
connection with any matter relating to the Registration Statement and to any
amendments thereto.
IN WITNESS WHEREOF, the undersigned Directors have executed this Unanimous
Written Consent this 6th day of November, 2000.
/s/ Carlos Onis /s/ Scott J. Ulm
------------------------ --------------------
Carlos Onis Scott J. Ulm
/s/ William Pitofsky /s/ Patrick D. Coleman
----------------------- -------------------------
William Pitofsky Patrick D. Coleman
5
