Certificate of Assistant Secretary
I, David A. Marple, Assistant Secretary of Residential Asset Securities
Corporation (the "Corporation"), organized under the laws of the State of
Delaware, hereby certify that the resolutions approved and adopted by the Board
of Directors of the Corporation pursuant to a Unanimous Written Consent of
Directors in Lieu of Meeting of Board of Directors dated December 13, 2000, have
not been revoked, amended, supplemented, modified or superceded and are in full
force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the
Corporation this 18th day of December, 2000.
/s/ David A. Marple
David A. Marple
Assistant Secretary
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RESIDENTIAL ASSET SECURITIES CORPORATION
UNANIMOUS WRITTEN CONSENT OF DIRECTORS
IN LIEU OF MEETING OF BOARD OF DIRECTORS
December 13, 2000
The undersigned, being all the Directors of Residential Asset Securities
Corporation, a Delaware corporation (the "Corporation"), 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 Corporation:
RESOLVED, that the President, the Treasurer, the Chief Financial Officer, the
Directors and other officers specifically authorized by the Board of
Directors in writing in their capacities as such be, and they hereby are,
authorized to sign on behalf of the Corporation, a Registration Statement
constituting a filing on Form S-3 with respect to the registration of up to
$8,000,000,000 of Mortgage Asset-Backed and Manufactured Housing Contract
Pass-Through Certificates (the "Certificates") (such registration
statement, in the form in which it was executed and to be filed on or about
December 15, 2000, including any and all exhibits thereto and together with
the amount outstanding on the Form S-3 registration statement that was
filed with the Securities and Exchange Commission on or about August 11,
1999, is hereby called the "Registration Statement"); and the President,
Chief Executive Officer, Chief Financial Officer, Treasurer, any Executive
Vice President, any Senior Vice President, any Vice President and any other
officer specifically authorized by the Board of Directors in writing (the
"Authorized Officers") or the Secretary is hereby authorized to cause the
same to be filed with the Securities and Exchange Commission in accordance
with the provisions of the Securities Act of 1933, as amended, and the
Securities and Exchange Commission's rules and regulations thereunder;
RESOLVED, that the Authorized Officers be, and they hereby are, also authorized
to sign on behalf of the Corporation and cause to be filed such amendments
and supplements to the Registration Statement, including, without
limitation, the financial statements and schedules, exhibits and forms of
Prospectus and Prospectus Supplements (the "Prospectus" and "Prospectus
Supplements," respectively) required as a part thereof, which such
Authorized Officers in their sole discretion find necessary or desirable in
order to effect the registration and takedown therefrom;
RESOLVED, that the President, or the Chief Financial Officer be, and each of
them, with full authority to act without the others, hereby is, authorized
to sign the Registration Statement and any amendments to the Registration
Statement on behalf of the Corporation as the principal executive officer,
the principal financial officer and the principal accounting officer of the
Corporation;
RESOLVED, that the Authorized Officers of the Corporation and its counsel be,
and each of them, with full authorization to act without the others, hereby
is, authorized to appear on behalf of the Corporation before the Securities
and Exchange Commission in connection with any matter relating to the
Registration Statement and to any amendment thereto;
RESOLVED, that the Authorized Officers and the Directors be, and each of them,
with full authority to act without the others, hereby is, authorized to
execute, in the name and on behalf of the Corporation, one or more Powers
of Attorney, constituting and appointing Diane S. Wold, Lisa R. Lundsten
and Julie A. Steinhagen, the attorneys-in-fact and agents of the
Corporation, with full power to act without the others, to sign the
Registration Statement and any and all amendments thereto, with power
appropriate to affix the corporate seal of the Corporation and to attest
said seal, to file the Registration Statement and each amendment so signed
with all exhibits thereto with the Securities and Exchange Commission;
RESOLVED, that William B. Acheson, President and Chief Executive Officer of the
Corporation, is hereby designated to act on behalf of the Corporation as
the agent for service of process in connection with the Registration
Statement and authorized to receive notices and communications from the
Securities and Exchange Commission in connection with the Registration
Statement and any amendments thereto;
RESOLVED, that the Authorized Officers, the Secretary or any Assistant Secretary
of the Corporation 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 Corporation 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
Corporation as a dealer or broker under the securities laws of such of the
states of the United States of America or other jurisdictions, including
(but not limited to) 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 Corporation so acting the adoption of such
resolutions is necessary or advisable and (ii) the Secretary of the
Corporation evidences such adoption by filing with this Unanimous Written
Consent copies of such resolutions, which shall thereupon be deemed to be
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 Corporation 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 Corporation;
RESOLVED, that it is in the best interests of the Corporation that the
Certificates be qualified or registered for sale in various states, that
the Authorized Officers, the Secretary or any Assistant Secretary of the
Corporation 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 Corporation 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 Corporation
and the approval and ratification by the Corporation of the papers and
documents to be executed and the action so taken;
RESOLVED, that (i) the establishment of the trust fund for any series (a
"Series") of Certificates (the "Trust Fund"), (ii) the issuance and sale of
the Certificates of such Series, with such designations, original principal
amounts, pass-through rates and such other terms, all substantially as set
forth in the Registration Statement, the Prospectus and Prospectus
Supplement and any Private Placement Memorandum (a "Private Placement
Memorandum") relating to such Series and (iii) the conveyance to the Trust
Fund of mortgage loans having approximate aggregate principal amounts equal
to the aggregate principal amounts of the Certificates that constitute such
Series, in return for such Certificates, are hereby approved by the
Corporation;
RESOLVED, that (i) the proposed form and terms of the Pooling and Servicing
Agreement, Custodial Agreement, Underwriting Agreement, Purchase Agreement
or any other related agreement, document or instrument for any Series of
Certificates (together, the "Offering Documents") with respect to the
Certificates of any Series (as described in the Registration Statement, the
Prospectus and Prospectus Supplement and any Private Placement Memorandum
relating to such Series) are hereby approved by the Corporation and (ii)
the Authorized Officers be, and each of them hereby is, authorized to
execute and deliver the Offering Documents, generally in the form
previously executed by the Corporation, with such changes as any of the
Authorized Officers may deem necessary or advisable;
RESOLVED, that the preparation of a Prospectus Supplement and any Private
Placement Memorandum relating to the Certificates of a Series and the use
of such Prospectus Supplement and Prospectus and any Private Placement
Memorandum in connection with the sale of the Certificates offered thereby
is hereby approved;
RESOLVED, that the proposed form and terms of any Assignment and Assumption
Agreement or similar agreement, document or instrument relating to the sale
of mortgage loans by Residential Funding Corporation ("RFC") to the
Corporation, and as described in the Registration Statement, the Prospectus
and Prospectus Supplement and any Private Placement Memorandum for any
Series (each, an "Assignment and Assumption Agreement"), are hereby
approved by the Corporation, and each of the Authorized Officers is and
shall be authorized to execute and deliver on behalf of the Corporation any
such Assignment and Assumption Agreement, generally in a form previously
executed by the Corporation between RFC and the Corporation, with such
changes as any of the Authorized Officers may deem necessary or advisable;
RESOLVED, that, upon such request, the execution of the Certificates for such
Series by the Trustee under the Pooling and Servicing Agreement and their
authentication by the Trustee or the Certificate Registrar is authorized by
the Corporation, and each Authorized Officer is authorized to, upon receipt
of the purchase price for the Certificates stated in any Underwriting
Agreement and/or Purchase Agreement (each an "Underwriting Agreement" and
"Purchase Agreement," respectively) to be paid to the Corporation, deliver,
or cause to be delivered, the related Certificates in accordance with the
terms of such Underwriting Agreement and any Purchase Agreement;
RESOLVED, that any class or classes of Certificates of any Series created and
issued under any Pooling and Servicing Agreement are hereby authorized to
be sold pursuant to any Underwriting Agreement or Purchase Agreement, or
any similar agreement, generally in a form previously executed by the
Corporation, with such changes as any of the Authorized Officers may deem
necessary or advisable, either at the time of issuance or thereafter,
including for the purpose of creating a new Series of Certificates;
RESOLVED, that execution of any agreement, instrument or document by an
Authorized Officer of the Corporation 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;
RESOLVED, that the Authorized Officers, the Secretary or any Assistant Secretary
of the Corporation be, and each of them hereby is, authorized to take any
other action and execute and deliver any other agreements, documents and
instruments, including powers of attorney, as any of the Authorized
Officers, the Secretary or any Assistant Secretary deem necessary or
advisable to carry out the purpose and intent of the foregoing resolutions
or of a Certificate of Approval;
RESOLVED, that the Authorized Officers, the Secretary, any Assistant Secretary
of the Corporation or any attorney-in-fact of the Corporation be, and each
of them hereby is, authorized to attest and affix the corporate seal of the
Corporation to any agreement, instrument or document executed pursuant to
any of the foregoing resolutions or pursuant to a Certificate of Approval
by impressing or affixing such seal thereon or by imprinting or otherwise
reproducing thereon a facsimile thereof; and
RESOLVED, that any actions of the Board of Directors, the Authorized Officers,
the Secretary or any Assistant Secretary of the Corporation in furtherance
of the purposes of the foregoing resolutions, whether taken before or after
the adoption or effectiveness of these resolutions, are hereby approved,
confirmed, ratified and adopted (if in furtherance of the purposes of these
resolutions).
IN WITNESS WHEREOF, the undersigned Directors have executed this
Unanimous Written Consent this 13th day of December, 2000.
/s/ David C. Walker /s/ Bruce J. Paradis
David C. Walker Bruce J. Paradis
/s/ Davee L. Olson
Davee L. Olson
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