Mandela New Life

The Commonwealth of Massachusetts

William Francis Galvin
Secretary of the Commonwealth

December 18, 1997

TO WHOM IT MAY CONCERN:

I hereby certify that accordig to records in this office, Mandela New Life Redevloment Corporation was incorporated under the General Laws of this Commonwealth on December 2. 1997.

I also certify that no amendments to the Articles of Oganization appear of record here in this office and said corporation still has legal existence.

I further certify tot in Articles of Organization filed here December 2, 1997, the Officers and Directors of said corporafin are listed as follows:

President...Glenn Hall
Treasurer...Rhoda Obas
Clerk...Michalene Fofana
Directors...Willie Jones

In testimony of which, I have hereunto affixed the Great Seal of the Commonwealth on the date first above written.

William F. Galvin
Secretary of the Commonwealth
_________________________________________________

December 2,1997

TO WHOM IT MAY CONCERN:

I hereby cerffy & according to the records of this office.

Mandela New Life Redevelopment Corporation
is a domestic corporation organized on December 2,1997, under the General Laws of the Conmonwealth of Massachusetts.

I furher certify that there are no proeedings presently pendng under the Massachuaetts Geneal Laws Chapter l56B section lOl for said corporations dissdutions; that articles of dissolution have not been filed by said corportion; that, said corportion has filed all annual report, and paid all fees with respect to such reports, and so far as appears of record said corporation has legal existence and is in good standing with the offic.

In testimony of which,
I have hereunto affixed the Great Seal of the Commonwealth on the date first above written.

William F. Galvin
Secretary of the Commonwealth
________________________________________________
Commonwealth of Massachusetts
William Erancis Galvin
Secretary of the Commonwealth
1 Ashburton Place, Baston, Massachuscns 02108-1512

ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B)

ARTICLE I The exact name of the corporation is:
MANDELA NEW LIFE REDEVELOPMENT CORPORATION

ARTICLE II
The purpose of the corporation is to engage in the following; business activities: To engaged in the redevelopment, ownership and management of multi-family residential housing other activities associated therewith

M R.A
97336031
__________________________________________________
ARTICLE IV

If more than one class of Stock is authorized, state a distinguishing designation for each class. Prior to the issuance of and shares of a class, if shares of another class are outstanding, rhe corporation must provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of thai class and of each other class of which shares are outstanding and of each scries then established within any class.

ARTICLE V

The restrictions,if any imposed by the Articles of Organization upon the transfer of shares of stock of any class are:

All shares must be held by the Mandela Residents Cooperative Association Inc.

ARTICLE VI

"Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution. Or for limiting defining or regulating the powers of the corporation. Or of its directors or stockholders, or of any class of
stockholders

ARTICLE VII
The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days the date of filing.

ARTICLE VIII
The information contained in Anicic VIII is not a permanent part of the Articles of Organization.

a. The street address (post office boxes are not acceptable) of the principal office of the corporation in Massachusetts is...36 Hammond Street, Boston, MA 02120.

b The name residential address and post office address of each director and officer of the corporation is as follows

NAME
RESIDENTIAL ADDRESS
POST OFFICE ADDRESS

President: Glenn Hall
26 Hammand Street
Boston, MA. 02120

Treasurer: Rhoda Obas
10 Hammond Street
Boston, MA. 02120

Clerk: Michalene Fofana
30 Hammond Street
Boston, MA 02120

Director: Willie Jones
1855 Hammond Street
Boston, MA 02120

C. The fiscal year (ex. tax year) of the corporation shall end on the last day of the month of December.

D. The name and business address of the resident agent, if any, of the corporation is
Glenn Hall 26 Hammond STreet Boston, MA 02120

ARTICLE IX
Bylaws or the corporation has been duly adopted and the president, treasurer, clerk and directors whose names are set forth above have been dulelected.

WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY. I/we, whose signature(s) appear below as incorporator(s) and whose name(s) and business or residential address(es) are clearly, typed or printed beneath each signature do hereby associate with the intention of forming this corporation under the provisions of General Laws. Chapter 156B and do hereby sign these Articles of Organization as incorporator(s)this 10th day of October, ----.

Glenn Hall
26 Hammond Street
Boston, MA
_________________________________________________

THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
(General Laws. Chapter 156B)

I hereby certify that upon examination of these Articles of Organization, duly submitted to me. It appears that the provisions of the General Laws relative to the organization of corporations have been complied with. and I hereby approve said articles; and the filing fee in the amount of $200.00 having been paid, said articles are deemed to have been filed with me this 2nd day of December, 1997.
Effective date

WILLIAM FRANCIS GALVLN
Secretary of the Commonwealth

FILING FEE: One tenth of one percent of the total authorized capital stock, but not less than $200.00. For the purpose of filing shares of
stock with a par value less than $1.00. or no par stock, shall be deemed to have a par value of
$1.00 per share.

TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
rk P. Jackson.,
Esq. Jackson & Jean
14 Crawford Street
Boston, MA
__________________________________________________
Exhibit D

MANDELA NEW LIFE REDEVELOPMENT CORPORATION CONSENT OF BOARD OF DIRECTORS TO ACTION

I, undersigned, being the Clerk of Mandela New Life Redevelopment Cooperation(the "Corporation"), hereby certifies that at a duly called meeting of me Corporation held on December 10, 1997, and a quorum of the directors being present consented to and adopted the following votes:

VOTED: That the Corporation execute and deliver all documents and instruments necessary or desirable to consummate the transactions contemplated by that certain Order Confirming Joint Plan of Reorganization of Stephen S. Gray, Chapter 11, Trustee, Mandela Residents Cooperative Association, me.. Beacon Residential Properties Limited Partnership and Winter Hill Federal Savings Bank dated September 26, 1997, such documents and " instruments to be in such form and with such changes therein and additions thereto as the officer signing them may approve, the execution and delivery by such officer to be conclusive evidence of such approval.

VOTED: That the Corporation execute and deliver all documents and instruments necessary or desirable relating to the redevelopment of the multi-family housing project located in Boston, Massachusetts commonly known as the Mandela Apartments, including without limitation, the documents listed on Exhibit A attached hereto, such documents and instruments to be in such form and with such changes therein and additions thereto as the officer signing them may approve, the execution and delivery by such officer to be conclusive evidence of such approval.

VOTED: That the Corporation execute and deliver all documents and instruments necessary or desirable relating to a development grant from either Fleet National Bank (or its affiliate) of the Federal Home Loan Bank of Boston in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000), which amount shall be contributed by the Corporation to Mandela New Life Redevelopment Corporation as a capital contribution, such documents and instruments to be in such form and with such changes therein and additions thereto as the officer signing them may approve, the execution and delivery by such officer to be conclusive evidence of such approval.

VOTED: The provisions
of the bylaws of the Corporation
notwithstanding,Glenn Hall as President of the Corporation is hereby authorized and directed, in the name and on behalf of the Corporation to execute any and all documents, agreements and instruments necessary or desirable to consummate and to effectuate the proposed transactions contemplated hereby.

That the Corporation be and it is hereby authorized, empowered and directed to guaranty (the "Guaranty") that certain loan by Massachusetts Housing Investment Corporation ("MHIC") to Mandela Homes Limited Partnership in an amount not to exceed $6,500,000.00.

VOTED: That the Corporation be and it is hereby authorized, empowered and directed to execute, seal, acknowledge and deliver any and all such documents, instruments or certificates in order to effectuate the Guaranty, including, but not limited to, a Guaranty.

CLERK (see original document for signature)
_________________________________________________

MANDELA NEW LIFE REDEVELOPMENT CORPORATION
CERTIFICATE OF INCUMBENCY

I, the undersigned, Clerk of Mandela New Life Redevelopment Corporation. hereby certify as to the incumbency of the officers and directors of the corporation as of the day of December. 1997 to be as follows:

President, Glenn Hall
Treasurer, Rhoda Obas
Clerk, Michalene Fofana
Director, Willie Jones