June 13, 1997
New York Life Insurance Company
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Senior Vice President,
Mortgage Finance Department
RE: Agreement of Purchase and Sale and Escrow Instructions
(the "Purchase Agreement") made as of May 21, 1997 by
and between Arden Realty Limited Partnership, a
Maryland limited partnership ("Buyer") and New York
Life Insurance Company, a New York mutual insurance
company ("Seller")
Gentlemen/Ladies:
Reference is made to the Purchase Agreement for the meaning
of each capitalized term used, but not otherwise defined, herein.
Buyer hereby certifies to Seller as follows:
1. Buyer hereby certifies that it has reviewed the
physical condition of the Property pursuant to Section 3.3.1. of
the Agreement and hereby approves the physical condition of the
Property; provided, however, that such approval by Buyer shall
not be deemed to effect the condition to Buyer's obligations
under the Agreement set forth in Section 3.3.1(f).
2. Buyer hereby certifies that it has reviewed each
exception or other matter in the PTR and/or the Survey pursuant
to Section 3.3.2 of the Agreement and hereby approves each
exception or other matter in the PTR and/or the Survey.
3. Buyer hereby certifies that it has reviewed all of the
Seller Delivery Items and all other maters relating to the
Property or otherwise related to the transaction described in
this Agreement pursuant to Section 3.3.3. of the Agreement and
hereby approves all of the Seller Delivery Items and all other
matters relating to the Property or otherwise related to the
transaction described in this Agreement.
4. Buyer has reviewed the tenant estoppel statements
provided by the tenants listed on Exhibits A to this letter.
Arden hereby approves such tenant estoppel statements for all
purposes under the Purchase Agreement provided only that each
tenant deliver to Arden a letter in the form attached hereto as
Exhibit B on or before the close of Escrow (as defined in the
Purchase Agreement).
5. Contingency Termination Date has occurred, the
Contingency Period has terminated, and the Purchase Agreement has
not been terminated by Buyer and remains in full force and effect
in accordance with its terms. The conditions to Buyer's
obligations under the Agreement set forth in Section 3.3.1 (other
than the condition to Buyer's obligations under the Agreement set
forth in Section 3.3.1(f), Section 3.3.2. and Section 3.3.3 have
been satisfied or waived by Buyer. The condition to Buyer's
obligations under the Agreement set forth in Section 3.3.4 has
been satisfied to the extent, and only to the extent, set forth
in Paragraph 4 of this letter.
Very Truly Yours,
ARDEN REALTY LIMITED PARTNERSHIP, a
Maryland limited partnership
By: Arden Realty, Inc., General Partner
By: /s/ Xxxxxx X. Xxxxxxx
Its: President and COO
